-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GwLjb3f2DCAVrzBzoLSw9TZNlrPm7UhJmPKw8jg48ccXGGgh65ZPVkdj2Wzp9daQ drpltrPkq4QKx6fBBdvQ0w== 0000950134-06-020582.txt : 20061106 0000950134-06-020582.hdr.sgml : 20061106 20061106163830 ACCESSION NUMBER: 0000950134-06-020582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 061190795 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 8-K 1 d40958e8vk.htm FORM 8-K e8vk
 

 
 
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) November 2, 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 November 2, 2006, Capital Senior Living Corporation (the “Company”) announced that it had executed an agreement to lease a senior living community from a health care REIT that is purchasing the property from a third party. The community, The Atrium of Carmichael, located in Carmichael, California, has 152 units of independent living with total resident capacity of 156. A copy of the press release is furnished 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 exhibits contain and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
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 9.01:
  99.1   Press Release dated November 2, 2006

 


 

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: November 6, 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 9.01:
  99.1   Press Release dated November 2, 2006

 

EX-99.1 2 d40958exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
     


(CAPITAL SENIOR LIVING CORPORATION LOGO)
 
  Capital
  Senior
  Living
  Corporation
         
For Immediate Release       Contact: Ralph A. Beattie
        972/770-5600
CAPITAL SENIOR LIVING CORPORATION
ANNOUNCES ADDITIONAL LEASE TRANSACTION
Transaction is expected to yield $3.6 million in revenues and $1.6 million
in incremental annual EBITDAR and be accretive to earnings
DALLAS – (BUSINESS WIRE) – November 2, 2006 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the country’s largest operators of senior living communities, today announced it has executed an agreement to lease a senior living community from a health care REIT that is purchasing the property from a third party. Presently Capital Senior Living earns a 5% management fee at “The Atrium of Carmichael” community from the third party and the new lease agreement, once the sale is completed, will enable the Company to recognize the full operating benefits. Annualizing results of operations for the community through the third quarter of 2006, yields approximately $3.6 million of revenue and $1.8 million of EBITDAR, before management fees of approximately $180,000.
“This transaction represents our 19th lease and we continue to explore additional opportunities that will expand our consolidated communities” said James A. Stroud, Chairman of the Company.
The Atrium of Carmichael, located in Carmichael, California, has 152 units of independent living with total resident capacity of 156. Occupancy at The Atrium of Carmichael is approximately 87% at the present time. The lease will commence upon the closing of the purchase of the community by the REIT for approximately $18 million, and is expected to occur during the fourth quarter of 2006, subject to customary approvals. The triple net operating lease will have an initial term of 10 years, with two 10-year renewal options with an initial lease rate of 7.75% and is subject to conditional escalation provisions.
“This transaction offers immediate financial benefits,” commented Lawrence A. Cohen, Chief Executive Officer. “Along with increasing our top-line revenue, we anticipate that the lease will be accretive to earnings. When completed, this transaction will mark our 16th acquisition this year totaling nearly $170 million in value. Eight of the acquisitions are with a joint venture partner and eight will have been acquired by a REIT and leased back to the Company.”
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.
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CAPITAL/Page 2
The Company currently operates 60 senior living communities in 22 states with an aggregate capacity of approximately 9,100 residents, including 37 senior living communities which the Company owns or in which the Company has an ownership interest, 18 leased communities and 5 communities it manages for third parties. In the communities operated by the Company, 77 percent of residents live independently, 21 percent of residents require assistance with activities of daily living and 2 percent receive skilled nursing services.
This release may contain 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.
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CAPITAL/Page 3
CAPITAL SENIOR LIVING
RECONCILIATION OF NON-GAAP ITEMS
(in thousands)
         
    Annualized  
    Fiscal Year  
    2006  
EBITDAR before management fees reconciliation:
       
Income from operations
  $ 998  
Interest Expense
    587  
Management fees
    179  
 
     
EBITDAR before management fees
  $ 1,765  
 
     
#####

 

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