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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
JANUARY 30, 1996
Date of Report
(Date of earliest event reported)
BEVERLY ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-9550 95-4100309
(Commission file number) (IRS employer identification no.)
5111 Rogers Avenue, Suite 40-A
Fort Smith, Arkansas 72919-0155
(Address of principal executive offices) (Zip code)
(501) 452-6712
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 30, 1996, Beverly Enterprises, Inc., a Delaware corporation,
announced financial results for the fourth quarter and full year ended December
31, 1995.
For the fourth quarter, Beverly reported a net loss of $63,756,000 or
65 cents per share, compared to net income of $16,858,000 or 17 cents per share
for the same period in 1994. The 1995 fourth quarter results include a
previously announced charge of $108,654,000 for impaired assets (related
primarily to adoption of Statement of Financial Accounting Standards No. 121
and the write-off of software and business development costs), as well as a
charge of $4,000,000 related to an overhead and staff reduction program.
These fourth quarter charges also caused a loss for the full year
totalling $8,123,000 or 16 cents per share, compared to net income in 1994 of
$74,501,000 or 76 cents per share. Results for 1994 include an after-tax
extraordinary charge of $2,412,000 or 3 cents per share related to the
acceleration of unamortized debt issue costs due to certain refinancing
actions. Revenues for the 1995 fourth quarter totalled $807,654,000, compared
to $764,712,000 for the year-earlier period. For the full year, Beverly's
revenues were $3,228,553,000 in 1995, compared to $2,969,239,000 in 1994.
"Excluding the write-offs for asset impairment and cost reduction
actions, Beverly earned 10 cents a share for the fourth quarter," said David R.
Banks, chairman and chief executive officer. "The results are disappointing and
certainly do not reflect the performance levels we are capable of achieving.
"Last year we significantly expanded our institutional pharmacy
business with strategic acquisitions that should provide important operating
and marketing advantages to Pharmacy Corporation of America (PCA) over the long
term. Consolidating these operations has proven to be a more difficult task
than we had anticipated, however, and PCA's operating income for 1995 fell
short of our internal target by nearly $30 million. We've taken aggressive
actions to correct the problems, and believe that our performance in 1996
should reflect a significant rebound in PCA's results."
Beverly Enterprises, Inc. is the leading provider of long-term health
care in the United States. It operates nursing/rehabilitation facilities,
institutional and mail order pharmacies, acute long-term transitional
hospitals, assisted living centers, hospice and home health centers. Beverly
provides medical cost containment and managed care services through its
nationwide network.
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BEVERLY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
DECEMBER 31, DECEMBER 31,
--------------------- -------------------------
1995 1994 1995 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES $807,654 $764,712 $3,228,553 $2,969,239
INTEREST INCOME 3,961 3,869 14,228 14,578
-------- -------- ---------- ----------
TOTAL REVENUES 811,615 768,581 3,242,781 2,983,817
COSTS AND EXPENSES:
OPERATING AND ADMINISTRATIVE (A):
WAGES AND RELATED 451,060 416,680 1,736,151 1,600,580
OTHER 310,191 281,947 1,224,681 1,114,916
INTEREST 20,373 17,495 84,245 64,792
DEPRECIATION AND AMORTIZATION 25,599 23,698 103,581 88,734
IMPAIRMENT LOSSES:
ADOPTION OF SFAS NO. 121 68,130 -- 68,130 --
DEVELOPMENT AND OTHER COSTS 32,147 -- 32,147 --
-------- -------- ---------- ----------
TOTAL COSTS AND EXPENSES 907,500 739,820 3,248,935 2,869,022
-------- -------- ---------- ----------
INCOME (LOSS) BEFORE PROVISION FOR
(BENEFIT FROM) INCOME TAXES AND
EXTRAORDINARY CHARGE (95,885) 28,761 (6,154) 114,795
PROVISION FOR (BENEFIT FROM) INCOME TAXES (32,129) 9,491 1,969 37,882
-------- -------- ---------- ----------
INCOME (LOSS) BEFORE EXTRAORDINARY CHARGE (63,756) 19,270 (8,123) 76,913
EXTRAORDINARY CHARGE, NET OF INCOME TAXES
OF $1,188 -- (2,412) -- (2,412)
-------- -------- ---------- ----------
NET INCOME (LOSS) $(63,756) $ 16,858 $ (8,123) $ 74,501
======== ======== ========== ==========
NET INCOME (LOSS) APPLICABLE TO COMMON
SHARES $(64,443) $ 14,796 $ (14,998) $ 66,251
======== ======== ========== ==========
INCOME (LOSS) PER SHARE OF COMMON STOCK:
BEFORE EXTRAORDINARY CHARGE $ (0.65) $ 0.20 $ (0.16) $ 0.79
EXTRAORDINARY CHARGE -- (0.03) -- (0.03)
-------- -------- ---------- ----------
NET INCOME (LOSS) $ (0.65) $ 0.17 $ (0.16) $ 0.76
======== ======== ========== ==========
WEIGHTED AVERAGE SHARES USED TO COMPUTE
PER SHARE AMOUNTS 98,497 87,303 92,233 87,087
======== ======== ========== ==========
NURSING FACILITIES:
OWNED 411 409
LEASED 290 314
MANAGED 2 4
---------- ----------
TOTAL 703 727
PHARMACIES 53 65
TRANSITIONAL HOSPITALS 11 6
RETIREMENT AND ASSISTED LIVING CENTERS 30 40
</TABLE>
(A) Operating and administrative expenses in 1995 include approximately $4,000
related to an overhead and staff reduction program implemented during the
fourth quarter as well as approximately $8,400 related to other impaired
assets and write-offs associated with prior period items.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not Applicable.
b) PRO FORMA FINANCIAL INFORMATION. Not Applicable.
c) EXHIBITS. Not Applicable.
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SIGNATURE
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.
BEVERLY ENTERPRISES, INC.
/s/ SCOTT M. TABAKIN
----------------------------------------
Scott M. Tabakin,
Senior Vice President, Controller,
Chief Accounting Officer and
Acting Chief Financial Officer
Date: January 30, 1996
