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) December 21, 2012

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):

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

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

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

¨ 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 December 21, 2012, Capital Senior Living Corporation (the “Company”) issued a press release announcing the acquisition of two senior living communities located in Missouri and Ohio (the “Communities”) for purchase price of approximately $32.8 million. The levels of care offered at the Communities include independent living, assisted living and memory care. The acquisition of the Communities, which have both been completed, was financed with approximately $24.6 million of 10-year fixed rate debt with a blended interest rate of 4.40%. A copy of the Company’s press release announcing the acquisition of the Communities is attached as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the Company’s updated slideshow presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information being furnished under Item 7.01, 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 shall be expressly set forth by specific reference in such a filing. The press release and the presentation 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, the Company’s management utilized non-GAAP financial measures to describe the Company’s adjusted EBITDAR, adjusted CFFO, adjusted 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.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information furnished under this Item 7.01, Exhibit 99.1 and Exhibit 99.2 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 the press release or the presentation that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

*99.1	Press Release dated December 21, 2012.
*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 pursuant to Item 9.01.

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: December 21, 2012	Capital Senior Living Corporation
	By:	/s/ Ralph A. Beattie
	Name:	Ralph A. Beattie
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

*99.1	Press Release dated December 21, 2012.
*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 pursuant to Item 9.01.

EX-99.1

Exhibit 99.1

	Capital Senior Living Corporation
For Immediate Release		Contact:	Ralph A. Beattie
			972/770-5600

CAPITAL SENIOR LIVING CORPORATION

REACHES 100^TH COMMUNITY MILESTONE

Acquisition of Two Communities for $32.8 Million;

Increases CFFO $0.07 per share

DALLAS – (BUSINESS WIRE) – December 21, 2012 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the country’s largest operators of senior living communities, today announced a significant milestone for the Company with the acquisition of its 100^th community. The Company is completing the acquisition of an additional senior living community; the purchase price for the two communities totals $32.8 million. These communities are in Missouri and Ohio, enhancing the Company’s existing operations in these states. The levels of care offered at these communities include independent living, assisted living and memory care. The two communities are being financed with approximately $24.6 million of 10-year fixed rate debt that is non-recourse to the Company with a blended interest rate of 4.40%.

Highlights of these transactions include:

• Additional Cash From Facility Operations (“CFFO”) of $1.8 million, or $0.07 per share.

• Incremental earnings of $1.1 million, or $0.04 per share.

• Increases annual revenue by approximately $9.2 million.

• Average occupancy approximately 91%.

• Average monthly rents are approximately $2,900.

With the closing of these two communities, the Company will have completed in 2012 the acquisition of 17 communities for a combined purchase price of $181.3 million. These communities are expected to generate $0.34 of CFFO and 18% cash-on-cash return on invested capital in the first 12 months of ownership.

The Company is conducting due diligence on additional transactions consisting of high-quality senior living communities in regions with extensive existing operations. Subject to completion of due diligence and customary closing conditions, the Company expects to acquire additional communities in the first quarter of 2013.

“We take great pride in achieving this milestone of 100 communities for the Company, our residents and our shareholders,” said Lawrence A. Cohen, Chief Executive Officer of the Company. “These acquisitions continue the successful execution of our strategic plan for accretive growth and significantly enhance shareholder value. We continue our geographic concentration by acquiring high-quality senior living communities in existing markets that generate meaningful increases in CFFO and earnings. Our competitive strengths enable us to execute on attractive acquisitions and benefit from historically low interest rates. The exceptional returns generated by these acquisitions complement the positive results we are achieving in our operations with increases in occupancy and average monthly rents. As the value leader in providing quality seniors housing and care at reasonable prices, we are well positioned to make further gains as a substantially all private-pay business in an industry that benefits from need-driven demand, limited new supply and a recovering housing market.”

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. With these transactions, the Company will operate 101 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 13,600 residents.

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 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.

This release contains certain financial information not derived in accordance with generally accepted accounting principles (GAAP), including adjusted CFFO, adjusted CFFO 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.

Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 for more information.

####

EX-99.2

Exhibit 99.2

Capital Senior Living Corporation

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. 2

Investment Highlights Value leader in providing quality seniors housing and care at reasonable prices Substantially all private pay with strong cash flow generation Industry benefits from need-driven demand, limited new supply and recovering housing market Improving occupancy and revenue growth Executing on accretive growth initiatives through acquisitions and conversions to higher levels of care Solid balance sheet 3

Company Overview Capital Senior Living operates 101 communities in geographically concentrated regions with the capacity to serve 13,600 residents CA. 408 AR. 173 AZ. 189 CT. 178 FL. 226 IA. 122 IL. 650 IN. 1,903 KS. 169 LA. 136 MI. 346 MN. 173 MO. 526 MS . 143 NC. 593 SC. 614 NE. 599 NJ. 98 NY. 387 OH. 2,035 OK. 143 TX. 3,683 VA. 153 4 Resident Capacity

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 5

The Capital Advantage: Senior Living Options Average 118 units per IL community with large common areas and amenities Supportive services, wellness programs, social, recreational, and educational events Average monthly rate of $2,420 100% private pay Average length of resident stay is 34 months Independent Living - 53% of Resident Capacity 6

The Capital Advantage: Senior Living Options Average 61 units per AL community 71% of communities offer AL units Assistance with activities of daily living such as medication reminders, bathing, dressing and grooming Average monthly rate of $3,640 Substantially all private pay Average length of resident stay is 26 months Assisted Living - 42% of Resident Capacity 7

The Capital Advantage: Need-driven Demand U.S. population 75+ years old is estimated to grow by 3.5 million from 2009 through 2015 Only 1.3 million units serving a population of 18.9 million seniors Current 6.9% penetration rate implies demand growth of 40,000 units per year (Population in millions) Source: NIC Investment Guide 2010 and U.S. Census Bureau U.S. Seniors Population Trends (75+ years old) Implied demand growth of 40,000 units per year 8

The Capital Advantage: Limited New Supply Source: Seniors NIC MAP100 Trends 9

The Capital Advantage: Senior Housing Occupancy Trends Source: Seniors NIC MAP100 Trends 10

The Capital Advantage: Competitive Strengths Value leader in geographically concentrated regions Experienced on-site, regional, and corporate management Larger company economies of scale and proprietary systems that yield operating efficiencies in highly fragmented industry Strong institutional relationships (debt and equity) Solid reputation in industry and 95% resident satisfaction Employer of choice Solid balance sheet Strong Board of Directors 11

The Capital Advantage: Strategy Focus on our core strengths Maximize the cash flow generated by our communities and our operations Acquire communities in geographically concentrated regions and maximize competitive strengths within each of our markets Increase levels of care through conversions to AL or Memory Care units Capitalize on the fragmented nature of the senior living industry to strategically aggregate local and regional operators Attract and retain the best talent in the senior living industry 12

2013 Business Plan Focused on operations, marketing and growth to enhance shareholder value through: Organic growth Proactive expense management Accretive acquisitions and unit conversions Utilization of technology 13

2013 Business Plan: Organic Growth Increase average rents Each 3% increase generates $10.0M of revenue Improve occupancies Each 1% generates $3M of revenue, $2M of EBITDAR and $0.05 per share of CFFO Convert units to higher levels of care Incremental $6M of revenue and $3.6M of EBITDAR Cash flow enhancing renovations and refurbishments eMarketing and website enhancements Implement software programs to optimize care plans and levels of care charges 14

Operating Performance 15 Improving Occupancy Trends Same Community Financial Occupancy

2013 Business Plan: External Growth Strategic acquisitions of high quality senior living communities to enhance geographic concentrations - 18% cash on cash returns (in millions except number of communities and units) 16 Q1/Q2 2012 Q4 2012 2012 Purchase Price $75.6 $105.7 $181.3 Communities 7 10 17 Units 563 804 1,367 Debt $54.8 $74.7 $129.5 Equity $20.8 $31.0 $51.8 First Year Revenue $19.4 $29.6 $49.0 First Year EBITDAR $8.0 $11.0 $19.0 First Year Cash Flow from Operations (CFFO) $3.8 $5.4 $9.2 First Year CFFO per share $0.14 $0.20 $0.34

Operating Performance 17 Revenue and EBITDAR growth EBITDAR increased 92% on a 63% increase in revenue EBITDAR margin increased from 29.9% in Q1 2010 to 35.1% in Q3 2012 $ in millions

Income Statement: Q3 12 Comparison 2012 2011 % Increase Total Revenues $ 78.0 $ 68.2 14.4% Operating Expenses (46.3) (40.5) General & Administrative Expenses (3.1) (2.8) Other Expense (1.2) (1.1) EBITDAR $ 27.4 $ 23.8 15.0% % Margin 35.1% 34.9% Lease Expense (13.8) (13.7) Interest, Taxes and Other (11.8) (8.4) Net Income $ 1.8 $ 1.7 Earnings Per Share $ 0.07 $ 0.06 CFFO $8.9 $5.9 51.6% CFFO Per Share $ 0.33 $0.22 As adjusted in press releases (in millions, except per share) 18

Balance Sheet ASSETS ASSETS Cash and Securities $ 57.5 Other Current Assets 19.3 Total Current Assets 76.8 Fixed Assets 435.8 Other Assets 48.8 TOTAL ASSETS $561.4 LIABILITIES & EQUITY LIABILITIES & EQUITY Current Liabilities $ 45.2 Long-Term Debt 281.7 Other Liabilities 64.6 Total Liabilities 391.5 Stockholders' Equity 169.9 TOTAL LIABILITIES & EQUITY $561.4 As of September 30, 2012 (in millions) 19

Investment Highlights Value leader in geographically concentrated regions Need-driven demand, limited new supply and recovering housing market Experienced management team with demonstrated ability to operate, acquire and create shareholder value Substantially all private pay with minimal federal regulation Accretive acquisitions in highly fragmented industry Conversions to higher levels of care with significant revenue and cash flow growth Strong cash flow generation Solid balance sheet 20

Capital Senior Living Corporation