UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2003
Capital Senior Living Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13445 75-2678809
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
14160 Dallas Parkway
Suite 300
Dallas Texas 75254
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 770-5600
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
The registrant announced on March 31, 2003 that it had executed
Partnership Interest Purchase Agreements to purchase the remaining interests in
Triad Senior Living II, L.P., Triad Senior Living III, L.P., Triad Senior Living
IV, L.P., and Triad Senior Living V, L.P., (the "Triad Entities"). Effective
July 1, 2003, the registrant purchased the partnership interests of the general
partner and other third party limited partnership interests of the Triad
Entities for approximately $1.7 million plus liabilities assumed. The registrant
paid for these interests with cash of $1,292,550.58 and by issuing promissory
notes in the aggregate principal amount of $402,905.01. Such notes are due no
later than January 2, 2004.
The registrant previously had an approximate 1% limited partnership
interest in each of the Triad Entities. The Triad Entities are comprised of
twelve senior living communities with a combined resident capacity of
approximately 1,670 residents. The resident capacity mix is 95% independent
living and 5% assisted living, with all revenues derived from private pay
sources.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro forma financial information.
The pro forma financial statements of the registrant required by this
Item 7(b) are not yet available. The registrant expects that the pro forma
financial statements will be complete and filed by amendment to this Form 8-K
Current Report within 60 days after the date this Form 8-K Current Report is
required to be filed with the Securities and Exchange Commission.
(c) Exhibits.
10.1 Form of Partnership Interest Purchase Agreements,
dated as of March 25, 2003, between Capital Senior
Living Properties, Inc. and the Triad Entities,
regarding the exercise of the registrant's options to
purchase the partnership interests in the Triad
Entities owned by non-registrant parties
(incorporated by reference to Exhibit 10.115 to the
registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, filed by the
registrant with the Securities and Exchange
Commission)
The following exhibit to this Current Report on Form 8-K is not being
filed but is being furnished pursuant to Item 9 and Item 12 below:
99.1 Press Release dated July 29, 2003
Item 9. Regulation FD Disclosure; Item 12. Results of Operations and Financial
Condition.
On July 29, 2003, the registrant announced its financial results for
the quarter ended June 30, 2003 by issuing a press release. The full text of the
press release issued in connection with the announcement is attached hereto as
Exhibit No. 99.1. This information is being furnished under both Item 9
(Regulation FD Disclosure) and Item 12 (Results of Operations and Financial
Condition) of Form 8-K. This information shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing. The press release contains and may
implicate, forward-looking statements regarding the registrant and includes
cautionary statements identifying important factors that could cause actual
results to differ materially from those anticipated.
In the press release, the registrant's management utilized non-GAAP
financial measures to describe the registrant's EBITDA, cash earnings and cash
earnings per share. These non-GAAP financial measures are used by management to
evaluate financial performance and resource allocation for its facilities and
for the registrant as a whole. These measures are commonly used as an analytical
indicator within the senior housing industry, and also serve as a measure of
leverage capacity and debt service ability. The registrant has provided this
information in order to enhance investors overall understanding of registrant's
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financial performance and prospects. In addition, because the registrant has
historically provided this type of information to the investment community, the
registrant believes that including this information provides consistency in its
financial reporting.
These non-GAAP financial measures should not be considered as measures
of financial performance under generally accepted accounting principles, and
items excluded from them are significant components in understanding and
assessing financial performance. These measures should not be considered in
isolation or as an alternative to net income, cash flows generated by operating,
investing, or financing activities, earnings per share or other financial
statement data presented in the consolidated financial statements as an
indicator of financial performance or liquidity. Because these measures are not
measurements determined in accordance with generally accepted accounting
principles and are thus susceptible to varying calculations, these measures as
presented may not be comparable to other similarly titled measures of other
companies.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 29, 2003 Capital Senior Living Corporation
By: /s/ David R. Brickman
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Name: David R. Brickman
Title: Vice President
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EXHIBIT INDEX
Exhibit No. Description
10.1 Form of Partnership Interest Purchase Agreements,
dated as of March 25, 2003, between Capital Senior
Living Properties, Inc. and the Triad Entities,
regarding the exercise of the registrant's options to
purchase the partnership interests in the Triad
Entities owned by non-registrant parties
(incorporated by reference to Exhibit 10.115 to the
registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, filed by the
registrant with the Securities and Exchange
Commission)
99.1 Press Release dated July 29, 2003