INTEGRATED HEALTH SERVICES INC
8-K, 1998-03-12
SKILLED NURSING CARE FACILITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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): MARCH 4, 1998.


                        INTEGRATED HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION><S>         <C>             <C>                         <C>
            DELAWARE                       001-12306                         23-2428312
(State or Other Jurisdiction of     (Commission File Number)    (I.R.S. Employer Identification No.)
         Incorporation)
</TABLE>

                             10065 RED RUN BOULEVARD
                          OWINGS MILLS, MARYLAND 21117
                    (Address of Principal Executive Offices)

                                 (410) 998-8400
              (Registrant's telephone number, including area code)

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<PAGE>




ITEM 5.  OTHER EVENTS

     In a press release dated March 4, 1998,  Integrated  Health Services,  Inc.
(the  "Company")  reported  its revenues  and  operating  results for the fourth
quarter and year ended  December 31,  1997. A copy of the press  release and the
Company's consolidated statement of earnings is included as Exhibit 99.01 hereto
and incorporated by reference herein.


<PAGE>




         (c)      Exhibits.

                          Exhibit No.                            Document

                            99.01       Press  Release  dated  March 4, 1998 and
                                        the Company's  consolidated statement of
                                        earnings.



               





<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant  has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.

                                           INTEGRATED HEALTH SERVICES, INC.

                                           By: /s/
                                               ________________________
                                           Name:    C. Taylor Pickett
                                           Title:   Executive Vice President and
                                                    Chief Financial Officer

Dated:  March 12, 1998


<PAGE>




                                  EXHIBIT INDEX

                                                           SEQUENTIALLY NUMBERED
  EXHIBIT NO.                       DOCUMENT                        PAGE 
  -----------                       --------                        ---- 
    99.01                   Press Release dated March 4,              6
                            1998   and   the   Company's
                            consolidated   statement  of
                            earnings.




                                                                   EXHIBIT 99.01

Wednesday March 4, 6:30 am Eastern Time

Company Press Release SOURCE: Integrated Health Services, Inc. Integrated Health
Services Reports Fourth Quarter And Year End Results

OWINGS MILLS, Md., March 4 --

Integrated Health Services, Inc. (NYSE: IHS - news) today announced revenues and
operating results for the fourth quarter and year ended December 31, 1997.

"The fourth quarter represents another successful quarter for the Company," said
Robert N. Elkins,  M. D.  Chairman  and Chief  Executive  Officer.  "We are very
pleased with our operating and financial  performance in the quarter and excited
to have closed both the RoTech  acquisition and the Horizon assets  acquisition.
These acquisitions clearly strengthen our network and their integration into IHS
is going extremely well."

Net revenues for the fourth quarter totaled $602.2  million,  representing a 35%
increase over the fourth quarter of 1996.  Earnings before  non-recurring  items
were  $27.9  million  in the  quarter  compared  to $14.4  million in the fourth
quarter 1996. Earnings per share (diluted) before  non-recurring items were $.64
for the fourth quarter compared to $.53 in the fourth quarter 1996, representing
a 21% increase.

The Company recorded a non-recurring charge of $87.9 million, net of tax, in the
fourth quarter 1997 as a result of its fourth quarter  acquisition of RoTech and
Horizon and the  resulting  plan to dispose of certain  non-strategic  assets in
order to allow the Company to focus on its core operations.

Net revenues  for the year ended  December  31, 1997  totaled  $1,993.3  million
representing   a  39%  increase  over  the  previous   year.   Earnings   before
non-recurring  and  extraordinary  items were $89.1  million  for the year ended
December  31,  1997,  compared  to $59.7  million  for the same  period in 1996.
Earnings per share (diluted) before  non-recurring items were $2.55 for the year
ended December 31, 1997 compared to $2.20 for the same period in 1996.

After  giving  effect  to the  non-recurring  charges,  extraordinary  items and
cumulative effect of accounting change, the Company reported a net loss of $33.5
million for the year ended  December 31, 1997 and net earnings of $46.3  million
for the year ended December 31, 1996.

"The fourth  quarter  marks  another  increase  in our  operating  margin  which
reflects  the  ability  of  our  management  team  to  improve   operations  and
successfully  integrate  acquisitions," said Dr. Elkins. "The acquisition of the
Horizon  assets which closed on December 31, 1997 is  complementary  to our core
long term care and contract rehabilitation business lines. It not only increases
our service network,  but provides  opportunities for cost savings and operating
synergies."


<PAGE>

Key highlights for the quarter include:

- --   Revenues from higher margin  specialty  medical  services  increased 40% to
     $478.1  million in the fourth  quarter of 1997 from  $340.9  million in the
     fourth quarter of 1996.

- --   Specialty  medical  services now  represent  79% of total  company  revenue
     compared to 76% in the fourth quarter 1996.

- --   The Company  completed the  acquisition  of RoTech Medical  Corporation,  a
     leading provider of home respiratory  services.  The acquisition  served to
     strengthen the IHS balance sheet, reduce its leverage, increase its margins
     and expand its services.

- --   The Company  completed the  acquisition of the  Horizon/CMS  long term care
     facilities,  contract  rehabilitation  operations  and  other  assets  from
     HEALTHSOUTH.  This  acquisition  was  complementary  to IHS  operations and
     enhances  the  Company's  position as one of the premier  companies  in its
     sector.

Integrated  Health Services is a highly  diversified  health services  provider,
offering a broad  spectrum of  post-acute  medical and  rehabilitative  services
through its nationwide  healthcare  network.  IHS's post-acute  services include
subacute  care,  rehabilitation  services,  long  term  care,  home  respiratory
services and home nursing services.  Supporting the full continuum of healthcare
needs,  IHS currently  operates over 2,000  post-acute  service  locations in 47
states throughout the U.S.

Statements in this press release  concerning the Company's  business  outlook or
future economic performances,  anticipated profitability,  revenues, expenses or
other financial  items,  anticipated  cost synergies and product or service line
growth,  together  with other  statements  that are not  historical  facts,  are
"forward-looking   statements"  as  that  term  is  defined  under  the  Federal
Securities Laws. Any  forward-looking  statements are estimates,  reflecting the
best judgment of IHS based upon currently  available  information  and involve a
number of risks,  uncertainties  and other  factors  which  could  cause  actual
results  to differ  materially  from  those  stated in such  statements.  Risks,
uncertainties  and factors  which  could  affect the  accuracy  of such  forward
looking statements are identified in the public filings made with the Securities
and Exchange Commission,  and forward looking statements contained in this press
release or in other public  statements  of the Company  should be  considered in
light of those  factors.  There can be no assurance  that these or other factors
will not affect the accuracy of such forward looking statements.


                                       7



<PAGE>



                        INTEGRATED HEALTH SERVICES, INC.
                    CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED                      YEAR ENDED
                                                                             DECEMBER 31,                         DECEMBER 31,
                                                                      ----------------------------     ----------------------------
                                                                           1997            1996            1997             1996
                                                                      ------------     -----------     ------------       ---------
<S>                                                                   <C>              <C>             <C>              <C>        
NET REVENUES:                                                                                                        
      BASIC MEDICAL SERVICES                                          $   114,006      $    93,305     $   382,274      $   389,773
      SPECIALTY MEDICAL SERVICES                                          478,133          340,912       1,571,704          999,209
      MANAGEMENT SERVICES AND OTHER                                        10,022           11,505          39,307           46,541
                                                                      ------------     -----------     ------------    ------------
          TOTAL REVENUES                                                  602,161          445,722       1,993,285        1,435,523
                                                                      ------------     -----------     ------------    ------------
                                                                                                                     
COSTS AND EXPENSES:                                                                                                  
      OPERATING EXPENSES                                                  439,388          348,602       1,479,006        1,093,948
      CORPORATE ADMINISTRATIVE AND GENERAL                                 20,756           16,086          76,824           60,976
      DEPRECIATION AND AMORTIZATION                                        22,932           15,772          70,750           41,681
      RENT                                                                 29,814           23,805         105,136           77,785
      INTEREST, NET                                                        43,210           18,077         115,201           64,110
      NON-RECURRING CHARGES (INCOME), NET                                 112,995           19,841         133,042          (14,457)
                                                                      ------------     -----------     ------------    ------------
          TOTAL COSTS AND EXPENSES                                        669,095          442,183       1,979,959        1,324,043
                                                                      ------------     -----------     ------------    ------------
                                                                                                                     
          EARNINGS (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEM                                                    
               AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 (66,934)           3,539          13,326          111,480
                                                                                                                     
FEDERAL AND STATE INCOME TAXES                                             (6,852)           1,363          24,449           63,715
                                                                      ------------     -----------     ------------    ------------
                                                                                                                     
          EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM AND                                                              
               CUMULATIVE EFFECT OF ACCOUNTING CHANGE                     (60,082)           2,176         (11,123)          47,765
                                                                                                                     
EXTRAORDINARY ITEM                                                              0                0         (20,552)          (1,431)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                     (1,830)               0          (1,830)               0
                                                                      ------------     -----------     ------------    ------------
                                                                                                                     
          NET EARNINGS (LOSS)                                         $   (61,912)     $     2,176     $   (33,505)    $     46,334
                                                                      ============     ===========     ============    ============
                                                                                                                     
PER COMMON SHARES -BASIC                                                                                             
          EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM AND               
               CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 $     (1.55)     $      0.09     $     (0.39)    $       2.12 
          NET EARNINGS (LOSS)                                               (1.59)            0.09           (1.19)            2.06 
                                                                      ============     ===========     ============    ============ 
PER COMMON SHARES - DILUTED                                                                                          
          EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM AND                                                              
               CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 $     (1.55)     $      0.14     $     (0.39)    $       1.83
          NET EARNINGS (LOSS)                                               (1.59)            0.14           (1.19)            1.78
                                                                      ============     ===========     ============     ===========
                                                                                                                     
</TABLE>



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