Item 2.02 Results of Operations and Financial Condition.
On August 4, 2009, Capital Senior Living Corporation (the "Company")
announced its financial results for the quarter ended June 30, 2009. The full
text of the press release issued in connection with the announcement is attached
hereto as Exhibit No. 99.1. This information being furnished under this
Item 2.02 and Exhibit 99.1 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 Company and includes cautionary
statements identifying important factors that could cause actual results to
differ materially from those anticipated.
In the press release, the Company's management utilized non-GAAP financial
measures to describe the Company's adjusted EBITDAR, CFFO, CFFO per share and
other items. These non-GAAP financial measures are used by management to
evaluate financial performance and resource allocation for its facilities and
for the Company 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 Company has provided this
information in order to enhance investors overall understanding of the Company's
financial performance and prospects. In addition, because the Company has
historically provided this type of information to the investment community, the
Company 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2009, the Company received notice from James A. Stroud
announcing his resignation as the Company's Chairman of the Board and as a
director of the Company effective as of September 30, 2009.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following exhibit to this current report on Form 8-K is not being filed
but is being furnished pursuant to Item 9.01:
99.1 Press Release dated August 4, 2009.