June 16, 2005
Via U.S. Mail and Fax
Mr. Ralph A. Beattie
Chief Financial Officer
Capital Senior Living Corp.
14160 Dallas Parkway, Suite 300
Dallas, TX 75254
RE: Capital Senior Living Corp.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 10, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
Filed May 6, 2005
File No. 1-13445
Dear Mr. Beattie:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the fiscal year ending December 31, 2004
Item 9A. Controls and Procedures, page 46
1. We note your disclosure in Forms 10-K and 10-Q that your "Chief
Executive Officer and Chief Financial Officer have concluded that
the
Company`s disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely
basis,
information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act." Revise in
future
filings to clarify, if true, that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your Chief Executive Officer and Chief Financial
Officer,
to allow timely decisions regarding required disclosure. See Rule
13a-15(e) of the Exchange Act. Alternatively, you may simply
state,
if correct, that your Chief Executive Officer and Chief Financial
Officer concluded that your disclosure controls and procedures are
effective.
Consolidated Statement of Operations, page F-4
2. Refer to your line item depreciation and amortization. In
future
filings, revise to comply with SAB 11:B.
Notes to Consolidated Financial Statements
Stock Based Compensation, page F-12
3. We note that you are adopting SFAS 123(R) in the upcoming year
but
are unable to provide an estimate of the impact of implementing
this
guidance. Please tell us the facts and circumstances that lead
you
to be uncertain of an estimate. Also, please disclose an estimate
of
the options that have been granted and not yet vested.
Acquisitions, page F-18
4. It appears that you have concluded that certain of your
investments in partnerships and joint ventures were not variable
interest entities. Tell us in sufficient detail how you applied
the
guidance in FIN 46R to your investment in the BRE/CSL entities.
In
this regard, please discuss your evaluation of your equity
interests,
your management agreements and any debt guarantees.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Ralph Beattie
Capital Senior Living Corp.
June 16, 2005
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE