8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 18, 2006

Capital Senior Living Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13445	75-2678809
(Commission File Number)	(IRS Employer Identification No.)

14160 Dallas Parkway Suite 300 Dallas Texas	75254
(Address of Principal Executive Offices)	(Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01      Regulation FD Disclosure.

          On May 18, 2006, Capital Senior Living Corporation (the “Company”) announced that a newly-formed joint venture had entered into an agreement to acquire three senior housing communities from a third party for approximately $38.2 million. The joint venture is owned 15% by the Company and 85% by an institutional investor. Under the joint venture agreement, the Company will be entitled to earn management fees, a return on its minority interest and may receive additional incentive distributions. The three senior housing communities, located in the metropolitan Indianapolis, Indiana area, comprise 300 units of seniors housing, including 198 units of assisted living and 102 units of memory care and will increase the Company’s total living capacity by approximately 350. The acquisition by the newly-formed joint venture is expected to occur upon lender approval, required regulatory approvals and other customary closing conditions.

          A copy of the press release is filed as Exhibit 99.1 to this current report on 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.

          Attached hereto as Exhibit 99.2 is an updated slideshow presentation of Capital Senior Living Corporation (the “Company).

          By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in this slideshow that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

          (a)      Not applicable.

          (b)      Not applicable.

          (c)      Exhibits.

          The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 7.01:

99.1      Press Release dated My 18, 2006

99.2      Capital Senior Living Corporation updated slideshow presentation

SIGNATURES

          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 hereunto duly authorized.

Date: May 18, 2006	Capital Senior Living Corporation
	By:	/s/ Ralph A. Beattie
		Name:	Ralph A. Beattie
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

          The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 7.01:

99.1      Press Release dated May 18, 2006

99.2      Capital Senior Living Corporation updated slideshow presentation

EX-99.1

Exhibit 99.1

For Immediate Release	Contact:	Ralph A. Beattie
		972/770-5600

CAPITAL SENIOR LIVING CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE
THREE INDIANA COMMUNITIES WITH TOTAL RESIDENT CAPACITY OF 350

Additional joint venture formed to complete $38.2 million acquisition

DALLAS — (BUSINESS WIRE) — May 18, 2006 — Capital Senior Living Corporation (NYSE:CSU) today announced an agreement to acquire three senior housing communities from a third party through a newly-formed joint venture. Under the joint venture agreement, Capital Senior Living will earn management fees, a return on its minority interest and may receive additional incentive distributions.

The joint venture, which is owned 15 percent by the Company and 85 percent by an institutional investor, has reached agreement to acquire three senior housing communities for a combined purchase price of approximately $38.2 million. It is expected that the joint venture will finance approximately 70 percent of the purchase price. Closing is anticipated within sixty days, pending approvals and customary closing conditions. The three communities covered by this agreement are in the metropolitan Indianapolis area.

“We are excited to add three communities to our joint venture portfolio, bringing the total number of communities in joint ventures to twelve,” said James A. Stroud, Chairman of the Company. “Our joint venture acquisitions enable us to further expand our property portfolio while earning management fees and the opportunity for a substantial return on our investment.”

The three communities in the Indiana portfolio comprise 300 units of seniors housing, including 198 units of assisted living and 102 units of memory care, and will increase Capital Senior Living’s total resident capacity by approximately 350. Present occupancy is approximately 87 percent. Revenues reported for the last twelve months were approximately $9.0 million and Capital Senior Living’s management fees, at five percent of revenues, are expected to be approximately $0.5 million in the first year of operation. Upon completion of this acquisition, the Company will operate seven communities with a resident capacity of 1,200 in Indiana.

“We expect this venture to extend our track record of successful returns for our Company and our joint venture partners,” said Lawrence A. Cohen, Chief Executive Officer of the Company. “We will receive an immediate financial benefit from our management fees associated with this portfolio, along with our equity participation and incremental incentive opportunities. Upon closing of this transaction, we will have acquired eight communities through joint ventures this year. Along with the Georgetown Place lease announced last October, the Company will have

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added nine communities under management, valued at approximately $105 million. These transactions are expected to increase the Company’s EBITDAR by $2.8 million and pre-tax income by $1.2 million during the first twelve months of operation.”

About the Company

Capital Senior Living Corporation is one of the nation’s largest operators of residential communities for senior adults. The Company’s operating philosophy emphasizes a continuum of care, which integrates independent living, assisted living and home care services, to provide residents the opportunity to age in place.

The Company currently operates 59 senior living communities in 21 states with an aggregate capacity of approximately 9,000 residents, including 37 senior living communities which the Company owns or in which the Company has an ownership interest, 8 leased communities and 14 communities it manages for third parties. In the communities operated by the Company, 80 percent of residents live independently, 18 percent of residents require assistance with activities of daily living and 2 percent receive skilled nursing services.

This release contains certain financial information not derived in accordance with generally accepted accounting principles (GAAP), including adjusted EBITDAR, cash earnings, cash earnings per share and other items. The Company believes this information is useful to investors and other interested parties. Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies. Reconciliation of this information to the most comparable GAAP measures is included as an attachment to this release.

The forward-looking statements in this release are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company’s ability to complete the refinancing of certain of our wholly owned communities, realize the anticipated savings related to such financing, find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission.

Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 or Matt Hayden, Hayden Communications, Inc. at 858-704-5065 for more information.

#####

EX-99.2

Exhibit 99.2

Forward-Looking Statements The forward-looking statements in this presentation are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company's ability to complete the refinancing of certain of our wholly owned communities, realize the anticipated savings related to such financing, find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensures, availability of insurance at commercially reasonable rates and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission The Company assumes no obligation to update or supplement forward- looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.

Investment Highlights Favorable demographics and improving metrics Strong growth in same-store community net income Acquisition opportunities in highly fragmented industry Existing infrastructure results in low marginal integration cost Predominately private pay with minimal federal regulation Financial leverage through joint venture partners and REITS Experienced management team with demonstrated ability to operate, acquire and develop

Company Overview Owns and/or operates 59 communities in 21 states No. of Communities Resident Capacity Resident Capacity Resident Capacity Resident Capacity No. of Communities IL AL SN Total Wholly Owned 28 4,080 356 50 4,486 JV Ownership/Mgmt. 9 454 633 - 1,087 Leased 8 1,464 177 120 1,761 Management Only 14 1,270 435 - 1,705 Total 59 7,268 1,601 170 9,039 Percentage 80% 18% 2% 100%

Senior Living Industry Demographics 2000 2005 2010 2015 2020 2025 2030 Population Age 75+ 16.6 17.9 18.5 19.6 22.3 27 32.6 Population Age 85+ 4.2 4.9 5.8 6.4 6.7 7.4 8.9 Source: U.S. Census Bureau

AL IL CCRC East 35 30 10 Senior Living Industry Source: American Seniors Housing Association Seniors Housing Construction Report, 2005 AL IL CCRC 0.29 0.38 0.33 • Seniors Housing Supply by Number of Properties (15,857 properties) • Seniors Housing Supply by Number of Units (1,918,112 units) AL IL CCRC

Senior Housing Construction New Units Under Construction 1997 1998 1999 2000 2001 2002 2003 2004 2005 East 42760 47863 62064 37755 22687 16929 19907 23552 23362 Source: American Seniors Housing Association Seniors Housing Construction Report, 2005 CAGR of 1.3%

Senior Housing Construction Source: American Seniors Housing Association Seniors Housing Construction Report, 2005 NIC Key Financial Indicators 1997 1998 1999 2000 2001 2002 2003 2004 2005 IL 9671 10206 13042 12415 9274 5077 6028 7216 6843 AL 22380 32666 31273 14096 8005 3627 6147 6034 6022 CCRC 10709 4991 17749 6244 5408 8225 7732 10302 10497 Total Units and Industry Occupancy Percentages

Source: National Investment Center for the Seniors Housing & Care Industry Note: Q1 2005 data not available Senior Living Industry Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q2 Q3 Q4 Independent Living 0.1 0.099 0.104 0.103 0.1 0.091 0.094 0.091 0.082 0.082 0.085 Assisted Living 0.109 0.114 0.114 0.11 0.109 0.108 0.109 0.105 0.092 0.093 0.089 Senior Housing Capitalization Rates 2003 2004 2005

The Capital Advantage: Independent Lifestyles

Resident Demographics at CSU Communities Average age of resident: 85 years Average age of resident moving in: 82 years Average stay period: 2-3 years Percent of female residents: 80% Resident turnover is primarily attributed to death or need for higher care

The Capital Advantage: High-Quality Communities

? Wholly Owned (28) ? JV Ownership/Managed (9) ? Leased (8) ? Management Only (14) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? SW Region Duane Ness (13) Sally Vann (24) Midwest Region Mark West (20) Gary Fernandez (9) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Dallas Region Carole Burnell (9) Rob Goodpaster (30) ? ? ? ? ? The Capital Advantage: Established National Platform Texas Region Greg Boemer (14) Lynda Warren (26) (Parenthetical indicates years of experience in industry.) Central Plains Region Kevin Wilbur (9) Marla Rhoads (14) Western Region Lesley Tejada (28) Jolene Carlson (15) Eastern Region Gary Vasquez (26) Tina Tedford (18) ?

The Capital Advantage: 161 Years of Management Expertise (Parenthetical indicates years of experience in industry.) James A. Stroud Chairman (21) Lawrence A. Cohen Vice-Chairman/CEO (21) Keith N. Johannessen President/COO (27) Rob L. Goodpaster VP Marketing (29) David W. Beathard VP Operations (32) Glen H. Campbell VP Development (31)

The Capital Advantage: Proven Track Record Stabilized Operating Results Capital Senior Living Industry Averages Industry Averages Capital Senior Living Independent Living Assisted Living Occupancy 1 92.0% 93.0% 88.5% Operating Margins 2,3 48.0% 47.1% 38.4% First Quarter 2006 CSU and Fourth Quarter 2005 NIC Key Financial Indicators Before property taxes, insurance and management fees First Quarter 2006 CSU and from The State of Seniors Housing 2005 by the American Seniors Housing Association (ASHA)

The Capital Advantage: Proven Track Record All Communities Under Management Same Store Analysis Source: First Quarter 2006 CSU and from The State of Seniors Housing 2005 by the American Seniors Housing Association (ASHA) Capital Senior Living Industry Averages Industry Averages Capital Senior Living Independent Living Assisted Living Revenues 8.0% 4.6% 6.1% Operating Expenses 3.6% 4.9% 8.0% NOI 16.2% 5.0% 10.0% Occupancy 4.0% 0.3% 2.1%

Yearly Median Increases in Resident Revenue Year Independent Living Independent Living Assisted Living Assisted Living Year Existing Residents New Residents Existing Residents New Residents 2005 4% 4% 5% 5% 2004 4% 4% 5% 5% 2003 4% 5% 4% 5% 2002 4% 5% 5% 5% 2001 4.5% 5% 5% 5.5% 2000 4% 5% 4% 4.5% 1999 4% 4% 3.5% 5% 1998 4% 4% 4% 5% 1997 3.5% 4% 3.5% 5% 1996 3.5% 4% 4% 5% 1995 4% 4% 4% 5% Source: ASHA The State of seniors Housing 2005

2006 Business Plan Sale/leaseback transactions Generate gains Monetize equity in communities Reduce and fix interest rates on remaining debt Exercise option to purchase seven CGI communities Maximize value of stabilized communities Improve operating income Increase assisted living capacity Expand ancillary/supportive services

2006 Business Plan Acquisitions Joint Ventures REIT acquisitions / leasebacks Increase third-party fee income Management Development

Initial lease term of 10 years with renewal options Gains recognized over 10 years Initial lease rate is 8% with conditional escalation provisions Sale/Leaseback Transactions $ in Millions Blackstone JV (1) Towne Centre (1) Three Communities (2) CGIM (2) Total Sales Price $85.0 $29.0 $54.0 $43.0 $211.0 CSU Gain $4.2 $14.3 $13.0 $3.0 $34.5 CSU Proceeds $6.1 $12.7 $23.5 $4.5 $46.8 CSU Debt Retirement - $16.2 $29.6 - $45.8 (1) Transaction Closed (2) Transaction announced, but not yet closed

Operating Leverage from Achieving 93% Occupancy in Consolidated Communities $4.7 Million $4.1 Million $83.3 Million Mature Communities $1.0 Million $2.2 Million $43.2 Million Waterford / Wellington Communities Annualized revenue as of March 2006 Effect of a 5% increase in average rents Effect of achieving 93% average occupancy

Growth Strategies: Joint Ventures Joint venture partners Blackstone GE Healthcare Prudential Seeking additional acquisitions of senior housing communities Co-invest with joint venture partners to participate in economics: 5% - 15% Capital Senior Living 95% - 85% JV Partners Earn management fees under long-term contracts and potential additional incentives

Joint Ventures: Benefits of Financial Leverage 75% Debt / 25% Equity 75% Debt / 25% Equity 70% Debt / 30% Equity 70% Debt / 30% Equity Cap Rate 8.0% 9.0% 8.0% 9.0% Interest Rate 6.0% 6.0% 6.0% 6.0% ROE 14.0% 18.0% 12.7% 16.0% ROE with 25-year amortization 8.5% 12.5% 8.4% 11.7%

Example of Joint Venture Economics Venture CSU Partner NOI $ 10,000,000 Cap Rate 8% Purchase Price $125,000,000 Debt $ 93,750,000 Equity $ 31,250,000 $3,125,000 $28,125,000 Revenues $ 30,000,000 Mgt. Fees (5%) $1,500,000 ROE (14%) $ 437,500 $ 3,937,500 Total First Year Return $1,937,500 $ 3,937,500 Total Return % 62% 14%

Income Statement: Q1 Comparison 2006 2005 (in millions, except per share) (in millions, except per share) Resident & Health Care Revenue $31.4 $23.4 Other Revenue 0.7 0.8 Total Revenues $32.1 $24.2 Operating Expenses 20.4 16.1 General & Administrative Expenses 2.7 2.3 Lease Costs Depreciation & Amortization 2.1 3.3 - 3.1 Total Expenses $28.5 $21.5 Income from Operations 3.6 2.7 Other Income/(Expense) (5.0) (4.1) Taxes & Minority Interests 0.5 0.5 Net Income Earnings Per Share Cash Earnings Per Share ($0.9) ($0.03) $0.09 ($0.9) ($0.04) $0.09 • Excludes 2006 stock-based compensation and 2005 treasury rate locks

Balance Sheet ASSETS ASSETS Cash and Securities $ 26.3 Other Current Assets 14.7 Total Current Assets $ 41.0 Fixed Assets $356.4 Other Assets 28.2 TOTAL ASSETS $425.6 As of March 31, 2006 (in millions) LIABILITIES & EQUITY LIABILITIES & EQUITY Current Liabilities $ 68.8 Long-Term Debt 195.6 Other Liabilities 16.6 Total Liabilities $281.0 Stockholders' Equity $144.6 TOTAL LIABILITIES & EQUITY TOTAL LIABILITIES & EQUITY $425.6