Capital Senior Living Corporation (NYSE:CSU) Files An 8-K Results of Operations and Financial ConditionItem 2.02
On August1, 2017, Capital Senior Living Corporation (the “Company”) announced its financial results for the second quarter ended June30, 2017 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02, Item 2.02, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes 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 may be expressly set forth by specific reference in such a filing. The press release and the presentation referenced below 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.
In the press release and the presentation referenced below, the Company’s management utilizes Adjusted EBITDAR as a financial valuation measure and Adjusted Net Income and Adjusted CFFO as financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with the Company’s results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. Adjusted EBITDAR is a valuation measure commonly used by the Company’s management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows the Company’s management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes that Adjusted Net Income and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company’s primary business. Adjusted Net Income and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry. The Company strongly urges investors to review on the last page of the press release the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net (loss) income to Adjusted Net (Loss) Income and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.
| Item 2.02 | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.2 is an updated slideshow presentation of 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 presentation that become untrue because of new information, subsequent events or otherwise.
| Item 2.02 | Financial Statements and Exhibits. |
| *99.1 | Press Release dated August1, 2017. |
| *99.2 | Capital Senior Living Corporation Updated Slideshow Presentation. |
| * | These exhibits to this Current Report on Form 8-K are not being filed but are being furnished to Item 2.02. |
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: August1, 2017 | Capital Senior Living Corporation |
| By: |
/s/ Carey P. Hendrickson |
| Name: | Carey P. Hendrickson |
| Title: | Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
| *99.1 | Press Release dated August1, 2017. |
| *99.2 | Capital Senior Living Corporation Updated Slideshow Presentation. |
| * | These exhibits to this Current Report on Form 8-K are not being filed but are being furnished CAPITAL SENIOR LIVING CORP ExhibitEX-99.1 2 d400188dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PRESS CONTACT: Carey Hendrickson,…To view the full exhibit click hereAbout Capital Senior Living Corporation (NYSE:CSU) Capital Senior Living Corporation is an operator of senior living communities in the United States in terms of resident capacity. The Company operates over 10 senior living communities in approximately 20 states, including over 70 senior living communities, which the Company owns and over 50 senior living communities the Company leases. The Company also operates a home care agency. The Company provides senior living services to the elderly, including independent living and assisted living services, and also provides home care services at one of its communities. The Company also fosters the wellness of its residents by offering access to health screenings, such as blood pressure checks; periodic special services, such as influenza inoculations; dietary and similar programs, as well as ongoing exercise and fitness classes. It offers a range of assisted living care and services, including personal care services, around the clock staffing, support services and supplemental services. |
