SEC Company Response from SONIDA SENIOR LIVING, INC. (SNDA) (CIK 0001043000) (SNDA) — Dec 19, 2013
SONIDA SENIOR LIVING, INC. (SNDA) (CIK 0001043000)
Date: Dec. 19, 2013 · CIK: 0001043000 · Accession: 0001193125-13-479067
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 6, 2013, November 20, 2013
Letter
Via EDGAR Division of Corporation Finance Securities and Exchange Commission Form 8-K dated November 4, 2013 Filed November 4, 2013 Response dated December 3, 2013 File No. 1-13445
Dear Mr. Spirgel:
This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 6, 2013 with respect to the above-referenced filings (the “Comment Letter”). For the convenience of the Staff, we have set forth below, in bold face type, the comment in the Comment Letter followed by the Company’s response thereto.
Form 8-K dated November 4, 2013
1. We note your response to comment three from our letter dated November 20, 2013. Please tell us how you will revise future press releases to address the undue prominence of your discussion focused on the non-GAAP measures and references to Adjusted Cash From Facility Operations (CFFO), Adjusted EBITDAR, and EBITDAR margin in the introduction of the earnings release. Please note that Item 10(e) requires the presentation, with equal or greater prominence, of the corresponding most directly comparable GAAP measures.
RESPONSE: In response to the Staff’s comment, in order to avoid the appearance of placing any undue prominence on non-GAAP measures in the introduction of the earnings release, the Company intends to include in its discussion net income (loss) and net income (loss) per share determined in accordance with GAAP. Additionally, we will clearly label the introduction to the earnings release as the “Operating Summary” and remove any references to non-GAAP measures within earnings announcement headings and subheadings.
Mr. Larry Spirgel
Securities and Exchange Commission
December 19, 2013
Page 2
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In addition, pursuant to your request, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please do not hesitate to contact me at (972) 770-5600 if you have any questions or further comments.
Sincerely,
/s/ RALPH A. BEATTIE
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CORRESP 1 filename1.htm Correspondence [Capital Senior Living Letterhead] December 19, 2013 Via EDGAR Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Capital Senior Living Corporation Form 10-K for the year ended December 31, 2012 Filed March 8, 2013 Form 8-K dated November 4, 2013 Filed November 4, 2013 Response dated December 3, 2013 File No. 1-13445 Dear Mr. Spirgel: This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 6, 2013 with respect to the above-referenced filings (the “Comment Letter”). For the convenience of the Staff, we have set forth below, in bold face type, the comment in the Comment Letter followed by the Company’s response thereto. Form 8-K dated November 4, 2013 1. We note your response to comment three from our letter dated November 20, 2013. Please tell us how you will revise future press releases to address the undue prominence of your discussion focused on the non-GAAP measures and references to Adjusted Cash From Facility Operations (CFFO), Adjusted EBITDAR, and EBITDAR margin in the introduction of the earnings release. Please note that Item 10(e) requires the presentation, with equal or greater prominence, of the corresponding most directly comparable GAAP measures. RESPONSE: In response to the Staff’s comment, in order to avoid the appearance of placing any undue prominence on non-GAAP measures in the introduction of the earnings release, the Company intends to include in its discussion net income (loss) and net income (loss) per share determined in accordance with GAAP. Additionally, we will clearly label the introduction to the earnings release as the “Operating Summary” and remove any references to non-GAAP measures within earnings announcement headings and subheadings. Mr. Larry Spirgel Securities and Exchange Commission December 19, 2013 Page 2 *** In addition, pursuant to your request, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please do not hesitate to contact me at (972) 770-5600 if you have any questions or further comments. Sincerely, /s/ RALPH A. BEATTIE Ralph A. Beattie Executive Vice President and Chief Financial Officer Capital Senior Living Corporation