-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O/LuTSyWAAQqwpCCvZCGIQnn+DB+Be3owBQFe7veK6wC+SMXghEFE204r3459CYh H0GsE0p0t/nQoaz4Lsbs1g== 0000950134-95-001063.txt : 19950517 0000950134-95-001063.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950134-95-001063 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC /DE/ CENTRAL INDEX KEY: 0000812305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 954100309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09550 FILM NUMBER: 95538192 BUSINESS ADDRESS: STREET 1: 5111 ROGERS AVE STE 40 A CITY: FORT SMITH STATE: AR ZIP: 72919 BUSINESS PHONE: 5014526712 10-Q 1 FORM 10-Q FOR 3/31/95 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------ ---------- COMMISSION FILE NUMBER 1-9550 BEVERLY ENTERPRISES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4100309 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1200 SOUTH WALDRON ROAD, NO. 155 FORT SMITH, ARKANSAS 72903 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (501) 452-6712 INDICATE BY CHECK MARK WHETHER REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- SHARES OF REGISTRANT'S COMMON STOCK, $.10 PAR VALUE, OUTSTANDING, EXCLUSIVE OF TREASURY SHARES, AT APRIL 28, 1995 -- 85,733,758 ================================================================================ 2 BEVERLY ENTERPRISES, INC. FORM 10-Q MARCH 31, 1995 TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . 2 Condensed Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . 4 Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 7 PART II -- OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1 3 PART I BEVERLY ENTERPRISES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 1995 AND DECEMBER 31, 1994 (DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31, 1995 1994 ----------- ----------- (UNAUDITED) (NOTE) ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,003 $ 67,964 Accounts receivable-patient, less allowance for doubtful accounts: 1995--$28,054; 1994--$28,293 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 479,305 438,743 Accounts receivable-nonpatient, less allowance for doubtful accounts: 1995--$237; 1994--$302 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,764 10,896 Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,760 5,028 Operating supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,682 60,243 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,539 35,098 Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,496 34,365 ----------- ---------- Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 659,549 652,337 Property and equipment, net of accumulated depreciation and amortization: 1995--$613,115; 1994--$592,158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,218,290 1,200,623 Other assets: Notes receivable, less allowance for doubtful notes: 1995--$6,182; 1994--$6,429 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,350 41,677 Designated and restricted funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,660 41,939 Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246,623 245,990 Operating and leasehold rights and licenses, net . . . . . . . . . . . . . . . . . . . . 22,750 23,336 Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,170 116,676 ----------- ---------- Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 468,553 469,618 ----------- ---------- $ 2,346,392 $2,322,578 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 136,322 $ 117,001 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 -- Accrued wages and related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 129,350 132,066 Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,151 10,828 Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,249 85,110 Current portion of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . 65,973 60,199 Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,035 4,421 ----------- ---------- Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434,080 409,625 Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901,048 918,018 Deferred income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,618 81,117 Other liabilities and deferred items . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,155 86,574 Commitments and contingencies Stockholders' equity: Preferred stock, shares issued and outstanding: 3,000,000 . . . . . . . . . . . . . . . 150,000 150,000 Common stock, shares issued: 1995--89,696,731; 1994--89,620,822 . . . . . . . . . . . . 8,970 8,962 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610,515 609,762 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,141 98,655 Treasury stock, at cost: 3,972,208 shares . . . . . . . . . . . . . . . . . . . . . . . (40,135) (40,135) ----------- ---------- Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 842,491 827,244 ----------- ---------- $ 2,346,392 $2,322,578 =========== ==========
NOTE: The balance sheet at December 31, 1994 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes. 2 4 BEVERLY ENTERPRISES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
1995 1994 ------------- -------------- Net operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 795,619 $ 716,693 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,500 3,732 ------------ ------------- Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 799,119 720,425 Costs and expenses: Operating and administrative: Wages and related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 417,433 387,425 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,541 273,196 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,549 15,550 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . 25,904 21,695 ------------ ------------- Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . 772,427 697,866 ------------ ------------- Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . 26,692 22,559 Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,143 7,444 ------------ ------------- Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,549 $ 15,115 ============ ============= Net income applicable to common shares . . . . . . . . . . . . . . . . . . . . . $ 14,486 $ 13,052 ============ ============= Net income per share of common stock . . . . . . . . . . . . . . . . . . . . . . $ 0.17 $ 0.15 ============ ============= Shares used to compute net income per share . . . . . . . . . . . . . . . . . . . 87,304 86,765 ============ =============
Net income applicable to common shares is computed by deducting preferred stock dividends from net income, when dilutive. Primary and fully diluted earnings per share for the three months ended March 31, 1995 and 1994 were computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period and the weighted average number of shares issuable upon exercise of stock options, calculated using the treasury stock method. Conversion of the Company's cumulative convertible exchangeable preferred stock, 7.625% convertible subordinated debentures and zero coupon notes would have an anti-dilutive effect and, therefore, were not assumed. See accompanying notes. 3 5 BEVERLY ENTERPRISES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (UNAUDITED) (IN THOUSANDS)
1995 1994 ----------- ----------- Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,549 $ 15,115 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . 25,904 21,695 Provision for reserves and discounts on patient, notes and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,455 3,945 Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . . 1,078 1,085 Gains on dispositions of facilities, net . . . . . . . . . . . . . . . . . . . . --- (2,770) Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,070 195 Net decrease in insurance reserves . . . . . . . . . . . . . . . . . . . . . . . (2,028) (435) Changes in operating assets and liabilities, net of acquisitions and dispositions: Accounts receivable - patient . . . . . . . . . . . . . . . . . . . . . . . . (43,172) (16,207) Operating supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 794 (579) Prepaid expenses and other receivables . . . . . . . . . . . . . . . . . . . . (1,612) (2,611) Accounts payable and other accrued expenses . . . . . . . . . . . . . . . . . 12,890 5,332 Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,694 5,259 Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (188) (4,177) ---------- --------- Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,885 10,732 ---------- --------- Net cash provided by operating activities . . . . . . . . . . . . . . . . . . 20,434 25,847 Cash flows from investing activities: Proceeds from dispositions of facilities and other assets . . . . . . . . . . . . . 1,032 31,228 Payments for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . (12,117) (8,409) Payments on notes receivable and REMIC investment . . . . . . . . . . . . . . . . . 6,421 4,552 Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,040) (23,453) Construction in progress, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (555) (1,160) Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,187) (7,270) ---------- --------- Net cash used for investing activities . . . . . . . . . . . . . . . . . . . (42,446) (4,512) Cash flows from financing activities: Repayments of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . (11,196) (18,592) Net borrowings under revolving credit agreement . . . . . . . . . . . . . . . . . . 5,000 --- Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . 264 13,251 Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (241) (1,135) Dividends paid on preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . (2,063) (2,063) Proceeds from designated funds, net . . . . . . . . . . . . . . . . . . . . . . . . 287 2,044 ---------- --------- Net cash used for financing activities . . . . . . . . . . . . . . . . . . . (7,949) (6,495) ---------- --------- Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . (29,961) 14,840 Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . 67,964 77,058 ---------- --------- Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 38,003 $ 91,898 ========== ========= Supplemental schedule of cash flow information: Cash paid during the period for: Interest (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . . . . $ 19,148 $ 13,071 Income taxes (net of refunds) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,379 1,990
See accompanying notes. 4 6 BEVERLY ENTERPRISES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1995 (UNAUDITED) (i) The condensed consolidated financial statements included herein have been prepared by the Company, without audit, and include all adjustments of a normal recurring nature which are, in the opinion of management, necessary for a fair presentation of the results of operations for the three months ended March 31, 1995 and 1994 pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures in these condensed consolidated financial statements are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in the Company's 1994 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results for a full year. Unless the context indicates otherwise, the Company means Beverly Enterprises, Inc. and its consolidated subsidiaries. Prior year amounts have been restated to reflect pooling of interests accounting treatment for the 1994 merger of American Transitional Hospitals, Inc. ("ATH"). Certain prior year amounts have been reclassified to conform with the 1995 presentation. (ii) The provisions for income taxes for the three months ended March 31, 1995 and 1994 were based on estimated annual tax rates of 38% and 33%, as restated, respectively. The Company's effective tax rates in 1995 and 1994 were lower than the federal statutory rate primarily due to the utilization of certain tax credit carryforwards, partially offset by the impact of state income taxes. The 1995 annual effective tax rate increased to 38% compared to 33% in 1994 as a result of a substantial utilization of certain tax credit carryforwards in 1994 and prior years. The provisions for income taxes consist of the following for the three months ended March 31 (in thousands):
1995 1994 -------- -------- Federal: Current . . . . . . . . . . . . . . . . . . . . . . . $ 7,114 $ 5,948 Deferred . . . . . . . . . . . . . . . . . . . . . . . 894 (308) State: Current . . . . . . . . . . . . . . . . . . . . . . . 1,959 1,301 Deferred . . . . . . . . . . . . . . . . . . . . . . . 176 503 -------- --------- $ 10,143 $ 7,444 ======== =========
(iii) During the three months ended March 31, 1995, the Company purchased three previously leased nursing facilities (447 beds) and certain other assets for approximately $12,100,000 cash and approximately $700,000 security and other deposits. The Company does not operate two of such facilities which were subleased to another nursing home operator in a 1993 transaction and currently remain under lease. In December 1994, the Company entered into an agreement to acquire Pharmacy Management Services, Inc. ("PMSI") in exchange for shares of the Company's $.10 par value common stock ("Common Stock"). PMSI is a leading nationwide provider of medical cost containment and managed care services to workers' compensation payors and claimants. The Company has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission to register 14,959,209 shares of Common Stock, all or a portion of which will be used for such acquisition. The transaction is subject to the satisfaction of certain conditions, including the receipt of PMSI stockholder approval. The acquisition will be accounted for as a purchase and is expected to close during the second quarter of 1995. 5 7 BEVERLY ENTERPRISES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1995 (UNAUDITED) On April 6, 1995, the Company announced that its Board of Directors had, on that date, preliminarily approved a plan to spin off to its stockholders 80% or more of the common stock of Pharmacy Corporation of America ("PCA"), a wholly-owned subsidiary of the Company which provides institutional pharmacy services to nursing homes, hospitals and other institutional customers throughout the United States. The spin-off is intended to be structured as a tax-free distribution to the Company's stockholders under Section 355 of the Internal Revenue Code of 1986, as amended. The spin-off is subject to numerous conditions and events which have not been met or determined as of the date hereof, including obtaining final approval of the spin-off plan by the Company's Board of Directors, obtaining the contemplated fundings described below, obtaining regulatory and other third party approvals and confirmation by independent advisors of the intended tax treatment of the transaction. The Company does not presently intend to seek a ruling from the Internal Revenue Service concerning the proposed spin-off. As of the date hereof, no conversion or distribution ratio has been established by the Company with respect to a specific number of shares of common stock of PCA to which each stockholder of the Company would be entitled to receive in the distribution. The Company anticipates that the record date for determining those stockholders of the Company who will be entitled to participate in the distribution will occur by the end of 1995. In connection with the proposed spin-off transaction, on April 13, 1995, the Company announced that it was also contemplating a public offering of up to 19.9% of PCA's common stock prior to the distribution of the remainder of such stock to the Company's stockholders. The Company also announced that PCA may borrow up to $275,000,000 from banks and other institutional lenders. Neither the amount of proceeds from any future public offering of PCA's common stock nor the amount or terms of any anticipated PCA indebtedness is determinable at this time. It is expected, however, that substantially all of PCA's assets would be pledged to secure the borrowings. Although no commitments have been sought or received by the Company or PCA as of the date hereof, the Company has held informal discussions with various prospective lenders and has received informal indications from them that the financing appears feasible. Proceeds from PCA's borrowings and the public offering of PCA's common stock, if successfully completed, would be used to repay intercompany indebtedness to the Company, with any remaining proceeds to be paid to the Company as a dividend. While no determination has been made by the Company as to the specific use of any cash proceeds received by it from these proposed transactions, such proceeds may be used to repay debt of the Company, finance acquisitions or other capital investments, repurchase the Company's stock or for other corporate purposes. The offering of PCA's common stock would be subject to customary regulatory and lender approvals, as well as market conditions at the time, and the proposed PCA borrowings would be subject to the execution of definitive agreements, the approval of the Company's and PCA's respective Boards of Directors, and other conditions customary in similar transactions. There can be no assurances, however, that a public offering of PCA's common stock will be successfully completed or that PCA will be able to obtain any funds through borrowings with third parties. Moreover, the Company's Board of Directors has only preliminarily approved the concept of the spin-off, and has made no commitment to a formal plan to dispose of the stock of PCA at the present time. The Company intends to submit to its stockholders later in 1995 the plan to spin-off PCA, and to solicit approval of the proposed spin-off from its stockholders at that time. Because of the material uncertainties associated with the proposed spin-off of PCA and related transactions as described above, there can be no assurances that any of these transactions will be concluded or, if ultimately concluded, will not be materially different from those described above. (iv) There are various lawsuits and regulatory actions pending against the Company arising in the normal course of business, some of which seek punitive damages. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. (v) Effective July 31, 1987, Beverly Enterprises, a California corporation ("Beverly California"), became a wholly-owned subsidiary of Beverly Enterprises, Inc., a Delaware corporation ("Beverly Delaware"). Effective January 1, 1995, Beverly California changed its name to Beverly Health and Rehabilitation Services, Inc. ("BHRS") and distributed certain of its wholly-owned subsidiaries to Beverly Delaware in an effort to better focus management's attention on specific services delivered by the Company within the long-term health care arena. Such subsidiaries include, among others, PCA, ATH, Beverly Indemnity, Ltd. and Beverly REMIC Depositor, Inc. Beverly Delaware (the parent) provides financial, administrative and legal services to BHRS for which BHRS is charged management fees. The following summarized unaudited financial information concerning BHRS is being reported because BHRS's 7.625% convertible subordinated debentures due March 2003 and its zero coupon notes (collectively, the "Debt Securities") are publicly held. Beverly Delaware is co-obligor of the Debt Securities. Summary unaudited financial information for BHRS is as follows (in thousands):
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31, 1995 MARCH 31, 1994 ------------------ ------------------ Total revenues . . . . . . . . . . . . . . $ 702,738 $ 720,678 Total costs and expenses . . . . . . . . . 681,832 698,167 Net income . . . . . . . . . . . . . . . . 12,652 15,082
AS OF AS OF MARCH 31, 1995 DECEMBER 31, 1994 -------------- ----------------- Current assets . . . . . . . . . . . . . . $ 434,589 $ 577,307 Long-term assets . . . . . . . . . . . . . 1,414,072 1,695,216 Current liabilities . . . . . . . . . . . 278,090 402,463 Long-term liabilities . . . . . . . . . . 861,534 1,071,276
6 8 BEVERLY ENTERPRISES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1995 (UNAUDITED) OPERATING RESULTS FIRST QUARTER 1995 COMPARED TO FIRST QUARTER 1994 Net income was $16,549,000 for the first quarter of 1995, as compared to net income of $15,115,000, as restated per discussion below, for the same period in 1994. Income before provision for income taxes was $26,692,000 for the first quarter of 1995, as compared to $22,559,000, as restated, for the same period in 1994. The Company's annual effective tax rate increased to 38% in 1995 compared to 33% in 1994 as a result of a substantial utilization of certain tax credit carryforwards in 1994 and prior years. The Company's consolidated financial statements for 1994 and prior periods have been restated to reflect the 1994 merger of American Transitional Hospitals, Inc. ("ATH"), which was accounted for as a pooling of interests. Net operating revenues and operating and administrative costs increased approximately $78,900,000 and $65,400,000, respectively, for the first quarter of 1995, as compared to the same period in 1994. These increases consist of the following: increases in net operating revenues and operating and administrative costs for facilities which the Company operated during each of the quarters ended March 31, 1995 and 1994 ("same facility operations") of approximately $60,100,000 and $45,600,000, respectively; increases in net operating revenues and operating and administrative costs of approximately $50,100,000 and $47,300,000, respectively, related to the operations of ATH and the acquisitions of Insta-Care and Synetic in 1994; and decreases in net operating revenues and operating and administrative costs of approximately $31,300,000 and $27,500,000, respectively, due to the disposition of, or lease terminations on, 77 facilities in 1994. The increase in net operating revenues for same facility operations for the first quarter of 1995, as compared to the same period in 1994, was due to the following: approximately $31,000,000 due primarily to increases in Medicaid room and board rates, and to a lesser extent, private and Medicare room and board rates; approximately $15,800,000 due to increased ancillary revenues as a result of providing additional ancillary services to the Company's Medicare and private-pay patients; and approximately $15,200,000 due primarily to increases in pharmacy-related revenues and various other items. These increases in net operating revenues were partially offset by approximately $1,900,000 due to a decrease in same facility occupancy to 88.9% for the first quarter of 1995, as compared to 89.2% for the same period in 1994. The increase in operating and administrative costs for same facility operations for the first quarter of 1995, as compared to the same period in 1994, was due to the following: approximately $32,000,000 due to increased wages and related expenses principally due to higher wages and greater benefits intended to attract and retain qualified personnel, the hiring of therapists on staff as opposed to contracting for their services, and increased staffing levels in the Company's nursing facilities to cover increased patient acuity; approximately $6,800,000 due primarily to additional ancillary costs incurred (excluding wages and related expenses) and increased supplies purchased to meet the needs of the Company's higher acuity patients; and approximately $6,800,000 due primarily to increases in pharmacy-related costs and various other items. Ancillary revenues are derived from providing services to residents beyond room, board and custodial care. These services include occupational, physical, speech, respiratory and IV therapy, as well as, sales of pharmaceuticals and other services. The Company's overall ancillary revenues for the first quarter of 1995 were approximately $234,300,000 and represented 29.4% of net operating revenues, as compared to approximately $170,200,000 of ancillary revenues for the same period in 1994 which represented 23.7% of net operating revenues for the first quarter of 1994. Although the Company is pursuing further growth of ancillary revenues through expansion of specialty services, such as rehabilitation therapy and sales of pharmaceuticals, there can be no assurance that such growth will continue. See " -- Liquidity and Capital Resources" below. Growth in ancillary revenues, as well as increases in Medicare census, have also resulted in higher costs for the Company due to the higher acuity services being provided to these 7 9 BEVERLY ENTERPRISES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) MARCH 31, 1995 (UNAUDITED) patients. The Company's overall ancillary costs (excluding wages and related expenses) were approximately $94,500,000 for the first quarter of 1995, compared to approximately $95,700,000 for the same period in 1994. Interest expense increased approximately $5,000,000 as compared to the same period in 1994 primarily due to additional interest related to the issuance and assumption of approximately $243,000,000 of long-term obligations during 1994 in conjunction with certain acquisitions. Depreciation and amortization expense increased approximately $4,200,000 as compared to the same period in 1994 primarily due to acquisitions, the opening of newly constructed facilities and capital additions and improvements, partially offset by a decrease due to the disposition of or lease terminations on certain nursing facilities. The Company's future operating performance will continue to be affected by the issues facing the long-term health care industry as a whole, including the maintenance of occupancy, its ability to continue to expand higher margin business from Medicare, managed care and private-pay payors, the availability of nursing and therapy personnel, the adequacy of funding of governmental reimbursement programs, the demand for nursing home care and the nature of any health care reform measures that may be taken by the federal government, as discussed below, as well as by any state governments. The Company's ability to control costs, including its wages and related expenses which continue to rise and represent the largest component of the Company's operating and administrative expenses, will also significantly impact its future operating results. As a general matter, increases in the Company's operating costs result in higher patient rates under Medicaid programs in subsequent periods. However, the Company's results of operations will continue to be affected by the time lag in most states between increases in reimbursable costs and the receipt of related reimbursement rate increases. Medicaid rate increases, adjusted for inflation, are generally based upon changes in costs for a full calendar year period. The time lag before such costs are reflected in permitted rates varies from state to state, with a substantial portion of the increases taking effect up to 18 months after the related cost increases. Health care system reform and concerns over rising Medicare costs continue to be high priorities for the federal and certain state governments. Although no comprehensive health care or Medicare reform legislation has been implemented, the active discussion and issues raised by the Clinton Administration, Congress and various other groups have impacted the health care delivery system. Pressures to contain costs and cover a larger percentage of the population have heightened public awareness and scrutiny over the health care market. Reform proposals still under consideration include insurance market reforms to increase the availability of group health insurance to small businesses, requirements that all businesses offer health coverage to their employees and the creation of a single government health insurance plan that would cover all citizens. Various discussions and proposals recommending cuts to the Medicare program, as well as limiting the rate of increase of Medicare expenditures, are also at the forefront of public debate. These proposals, as well as industry and other groups' recommendations, will likely impact the form and content of any future health care reform legislation. As a result, the Company is unable to predict the type of legislation or regulations that may be adopted and their impact on the Company. There can be no assurance that any health care reform or other changes within the health care market will not adversely affect the Company's financial position, results of operations or cash flows. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1995, the Company had approximately $38,003,000 in cash and cash equivalents and net working capital of approximately $225,469,000. The Company anticipates that approximately $26,031,000 of its existing cash at March 31, 1995, while not legally restricted, will be utilized to fund certain workers' compensation and general liability claims, and the Company does not expect to use such cash for other purposes. The Company had approximately $98,000,000 of unused commitments under its Revolver/Letter of Credit Facility (the "Revolver/LOC Facility") as of March 31, 1995. 8 10 BEVERLY ENTERPRISES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) MARCH 31, 1995 (UNAUDITED) Net cash provided by operating activities for the first quarter of 1995 was approximately $20,434,000, a decrease of approximately $5,413,000 from the prior year due primarily to an increase in accounts receivable as a result of increased billing rates and changes in Medicare billing requirements. Net cash used for investing and financing activities was approximately $42,446,000 and $7,949,000, respectively, for the first quarter of 1995. The Company primarily used cash and cash equivalents on hand at January 1, 1995, cash generated from operations during the first quarter of 1995 and borrowings under its revolving credit agreement to fund capital expenditures and construction totaling approximately $28,595,000, to repay approximately $11,196,000 of long-term obligations and to fund acquisitions of approximately $12,117,000. In December 1994, the Company entered into an agreement to acquire Pharmacy Management Services, Inc. ("PMSI") in exchange for shares of Common Stock. PMSI is a leading nationwide provider of medical cost containment and managed care services to workers' compensation payors and claimants. The Company has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission to register 14,959,209 shares of Common Stock, all or a portion of which will be used for such acquisition. The transaction is subject to the satisfaction of certain conditions, including receipt of PMSI stockholder approval. The acquisition will be accounted for as a purchase and is expected to close during the second quarter of 1995. On April 6, 1995, the Company announced that its Board of Directors had, on that date, preliminarily approved a plan to spin off to its stockholders 80% or more of the common stock of Pharmacy Corporation of America ("PCA"), a wholly-owned subsidiary of the Company which provides institutional pharmacy services to nursing homes, hospitals, and other institutional customers throughout the United States. The spin-off is intended to be structured as a tax-free distribution to the Company's stockholders under Section 355 of the Internal Revenue Code of 1986, as amended. The spin-off is subject to numerous conditions and events which have not been met or determined as of the date hereof, including obtaining final approval of the spin-off plan by the Company's Board of Directors, obtaining the contemplated fundings described below, obtaining regulatory and other third party approvals and confirmation by independent advisors of the intended tax treatment of the transaction. The Company does not presently intend to seek a ruling from the Internal Revenue Service concerning the proposed spin-off. As of the date hereof, no conversion or distribution ratio has been established by the Company with respect to a specific number of shares of common stock of PCA to which each stockholder of the Company would be entitled to receive in the distribution. The Company anticipates that the record date for determining those stockholders of the Company who will be entitled to participate in the distribution will occur by the end of 1995. In connection with the proposed spin-off transaction, on April 13, 1995, the Company announced that it was also contemplating a public offering of up to 19.9% of PCA's common stock prior to the distribution of the remainder of such stock to the Company's stockholders. The Company also announced that PCA may borrow up to $275,000,000 from banks and other institutional lenders. Neither the amount of proceeds from any future public offering of PCA's common stock nor the amount or terms of any anticipated PCA indebtedness is determinable at this time. It is expected, however, that substantially all of PCA's assets would be pledged to secure the borrowings. Although no commitments have been sought or received by the Company or PCA as of the date hereof, the Company has held informal discussions with various prospective lenders and has received informal indications from them that the financing appears feasible. Proceeds from PCA's borrowings and the public offering of PCA's common stock, if successfully completed, would be used to repay intercompany indebtedness to the Company, with any remaining proceeds to be paid to the Company as a dividend. While no determination has been made by the Company as to the specific use of any cash proceeds received by it from these proposed transactions, such proceeds may be used to repay debt of the Company, finance acquisitions or other capital investments, repurchase the Company's stock or for other corporate purposes. The offering of PCA's common stock would be subject to customary regulatory and lender approvals, as well as market conditions at the time, and the proposed PCA borrowings would be subject to the execution of definitive agreements, the approval of the Company's and PCA's respective Boards of Directors, and other conditions customary in similar transactions. There can be no assurances, however, that a public offering of PCA's common stock will be successfully completed or that PCA will be able to obtain any funds through borrowings with third parties. Moreover, the Company's Board of Directors has only preliminarily approved the concept of the spin-off, and has made no commitment to a formal plan to dispose of the stock of PCA at the present time. The Company intends to submit to its stockholders later in 1995 the plan to spin off PCA, and to solicit approval of the proposed spin-off from its stockholders at that time. Because of the material uncertainties associated with the proposed spin-off of PCA and related transactions as described above, there can be no assurances that any of these transactions will be concluded or, if ultimately concluded, will not be materially different from those described above. The Company believes that its existing cash and cash equivalents, working capital from operations, borrowings under its banking arrangements, issuance of certain debt securities and refinancings of certain existing indebtedness will be adequate to repay its debts due within one year of approximately $65,973,000, to make normal recurring capital additions and improvements for the twelve months ending March 31, 1995 of approximately $118,000,000, to make selective acquisitions, including the purchase of previously leased facilities, and to meet working capital requirements. 9 11 PART II BEVERLY ENTERPRISES, INC. OTHER INFORMATION MARCH 31, 1995 (UNAUDITED) ITEM 1. LEGAL PROCEEDINGS There are various lawsuits and regulatory actions pending against the Company arising in the normal course of business, some of which seek punitive damages. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. ITEM 6(a). EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Indenture dated as of December 27, 1990 (the "Senior Secured Note Indenture"), among Beverly California, Beverly Enterprises, Inc. and Yasuda Bank and Trust Company (U.S.A.) with respect to Senior Secured Floating Rate Notes due 1995 and 14 1/4% Senior Secured Fixed Rate Notes due 1997 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Beverly California, Beverly Enterprises, Inc. and the Registrants set forth on the Table of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954)) 4.2 Supplemental Indenture No. 1, dated as of September 20, 1991, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1991) 4.3 Supplemental Indenture No. 2, dated as of September 26, 1991, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1991) 4.4 Supplemental Indenture No. 3, dated as of March 11, 1992, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 4.5 Supplemental Indenture No. 4, dated as of July 21, 1993, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.6 Supplemental Indenture No. 5, dated as of November 1, 1994, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.6 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 4.7 Supplemental Indenture No. 6, dated as of December 30, 1994, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.7 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 4.8 Subsidiary Guaranty dated as of December 27, 1990 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 of Beverly California Corporation, Beverly Enterprises, Inc. and the Registrants set forth on the Table of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954)) 4.9 Subsidiary Guaranty dated as of April 1, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.5 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 4.10 Subsidiary Guaranty dated as of October 31, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.6 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991)
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.11 Subsidiary Guaranty dated as of December 30, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and Beverly Indemnity, Inc. as Subsidiary Guarantor (incorporated by reference to Exhibit 4.7 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 4.12 Indenture dated as of August 1, 1993 between Beverly Enterprises, Inc. and Chemical Bank, as Trustee, with respect to Beverly Enterprises, Inc.'s 5 1/2% Convertible Subordinated Debentures due August 1, 2018, issuable upon exchange of Beverly Enterprises, Inc.'s $2.75 Cumulative Convertible Exchangeable Preferred Stock (the "Subordinated Debenture Indenture") (incorporated by reference to Exhibit 4.10 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.13 Certificate of Designation, Powers, Preferences and Rights, and the Qualifications, Limitations or Restrictions Thereof, of the Series of Preferred Stock to be designated $2.75 Cumulative Convertible Exchangeable Preferred Stock of Beverly Enterprises, Inc. (the "$2.75 Certificate of Designation")(incorporated by reference to Exhibit 4.12 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.14 Indenture dated as of April 1, 1993 (the "First Mortgage Bond Indenture"), among Beverly Enterprises, Inc., Delaware Trust Company, as Corporate Trustee, and Richard N. Smith, as Individual Trustee, with respect to First Mortgage Bonds (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993) 4.15 First Supplemental Indenture dated as of April 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 3/4% First Mortgage Bonds (Series A) due 2008 (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993) 4.16 Second Supplemental Indenture dated as of July 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 5/8% First Mortgage Bonds (Series B) due 2008 (replaces Exhibit 4.1 to Beverly Enterprises, Inc.'s Current Report on Form 8-K dated July 15, 1993)(incorporated by reference to Exhibit 4.15 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.17 Indenture dated as of December 30, 1993 (the "Notes Indenture"), between Beverly Enterprises, Inc. and Boatmen's Trust Company, as Trustee, with respect to the Notes (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Registration Statement on Form S-3 filed on November 9, 1993 (File No. 33-50965)) 4.18 First Supplemental Indenture dated as of December 30, 1993 to the Notes Indenture, with respect to 8 3/4% Notes due 2003 (incorporated by reference to Exhibit 4.4 to Beverly Enterprises, Inc.'s Current Report on Form 8-K dated January 4, 1994) 4.19 Rights Agreement dated as of September 29, 1994, between Beverly Enterprises, Inc. and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 1 to Beverly Enterprises' Registration Statement on Form 8-A filed on October 18, 1994) In accordance with item 601(b)(4)(iii) of Regulation S-K, certain instruments pertaining to Beverly Enterprises, Inc.'s long-term obligations have not been filed; copies thereof will be furnished to the Securities and Exchange Commission upon request. 10.1* Amended and Restated 1981 Beverly Incentive Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243)) 10.2* 1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243)) 10.3* Amended and Restated Beverly Enterprises, Inc. 1993 Long-Term Incentive Stock Plan (the "1993 Plan") (as amended by Amendment No. 1) (incorporated by reference to Exhibit 10.4 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.4* Beverly Enterprises, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.4 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.5* Form of Other Stock Unit Agreement under the 1993 Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.6* Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 10.7* Beverly Enterprises, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Registration Statement on Form S-8 filed on September 21, 1994 (File No. 33- 55571))
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.8* Executive Medical Reimbursement Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1987) 10.9* Amended and Restated Beverly Enterprises, Inc. Executive Life Insurance Plan and Summary Plan Description (the "Executive Life Plan") (incorporated by reference to Exhibit 10.7 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993) 10.10* Amendment No. 1, effective September 29, 1994, to the Executive Life Plan (incorporated by reference to Exhibit 10.10 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.11* Executive Physicals Policy (incorporated by reference to Exhibit 10.8 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 10.12* Amended and Restated Deferred Compensation Plan effective July 18, 1991 (incorporated by reference to Exhibit 10.6 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.13* Amendment No. 1, effective September 29, 1994, to the Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.14* Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1987) 10.15* Amendment No. 1, effective as of July 1, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.8 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.16* Amendment No. 2, effective as of December 12, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.17* Amendment No. 3, effective as of July 31, 1992, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.10 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.18* Amendment No. 4, effective as of January 1, 1993, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.18 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.19* Amendment No. 5, effective as of September 29, 1994, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.19 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.20* Form of Indemnification Agreement between Beverly Enterprises, Inc. and its officers, directors and certain of its employees (incorporated by reference to Exhibit 19.14 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1987) 10.21* Form of request by Beverly Enterprises, Inc. to certain of its officers or directors relating to indemnification rights (incorporated by reference to Exhibit 19.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1987) 10.22* Form of request by Beverly Enterprises, Inc. to certain of its officers or employees relating to indemnification rights (incorporated by reference to Exhibit 19.6 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1987) 10.23* Agreement dated December 29, 1986 between Beverly Enterprises, Inc. and Stephens Inc. (incorporated by reference to Exhibit 10.20 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on January 18, 1990 (File No. 33-33052)) 10.24* Severance Plan for Corporate and Regional Employees effective December 1, 1989 (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to Beverly Enterprises, Inc. Registration Statement on Form S-1 filed on February 26, 1990 (File No. 33-33052)) 10.25* Form of Restricted Stock Performance Agreement dated June 28, 1990 under the 1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.22 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109)) 10.26* Form of Agreement Concerning Benefits Upon Severance dated as of September 1, 1990 between Beverly Enterprises, Inc. and certain officers of Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.23 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109))
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.27* First Amendment to Agreement Concerning Benefits Upon Severance dated as of April 25, 1993 between Beverly Enterprises, Inc. and Ronald C. Kayne (incorporated by reference to Exhibit 10.22 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993) 10.28* Form of Employment Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and David R. Banks (incorporated by reference to Exhibit 10.28 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.29* Form of Change In Control Severance Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and its Executive Vice Presidents (incorporated by reference to Exhibit 10.29 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.30* Form of Change In Control Severance Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and certain of its officers (incorporated by reference to Exhibit 10.30 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.31* Beverly Enterprises Company Car Policy effective May 1, 1988 (incorporated by reference to Exhibit 10.18 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.32* American Transitional Hospitals, Inc. 1993 Nonqualified Stock Option Plan assumed by Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.39 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 (Amendment No. 1) filed on August 5, 1994 (File No. 33-54501)) 10.33* Stock Option Agreement between Beverly Enterprises, Inc. and Robert C. Crosby dated September 2, 1994 (incorporated by reference to Exhibit 4.4 to Beverly Enterprises, Inc.'s Registration Statement on Form S-8 filed on September 21, 1994 (File No. 33-55571)) 10.34 Master Lease Document -- General Terms and Conditions dated December 30, 1985 for Leases between Beverly California Corporation and various subsidiaries thereof as lessees and Beverly Investment Properties, Inc. as lessor (incorporated by reference to Exhibit 10.12 to Beverly California Corporation's Annual Report on Form 10-K for the year ended December 31, 1985) 10.35 Agreement dated as of December 29, 1986 among Beverly California Corporation, Beverly Enterprises -- Texas, Inc., Stephens Inc. and Real Properties, Inc. (incorporated by reference to Exhibit 28 to Beverly California Corporation's Current Report on Form 8-K dated December 30, 1986) and letter agreement dated as of July 31, 1987 among Beverly Enterprises, Inc., Beverly California Corporation, Beverly Enterprises -- Texas, Inc. and Stephens Inc. with reference thereto (incorporated by reference to Exhibit 19.13 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1987) 10.36 Credit Agreement, dated as of March 24, 1992, among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders listed therein, Bank of Montreal as Co-Agent, and The Long Term Credit Bank of Japan, Ltd. Los Angeles Agency as Agent (the "LTCB Credit Agreement") (incorporated by reference to Exhibit 10.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 10.37 Amendment No. 1 dated as of April 7, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.3 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 10.38 Second Amendment dated as of May 11, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.23 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.39 Third Amendment dated as of March 1, 1993 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.24 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.40 Seventh Amendment dated as of May 2, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.31 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.41 Eighth Amendment dated as of November 1, 1994, to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.41 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.42 Ninth Amendment dated as of November 9, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.42 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.43 Tenth Amendment dated as of December 6, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.43 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663))
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.44 Eleventh Amendment dated as of March 27, 1995 to the LTCB Credit Agreement 10.45 First Amendment and Restatement dated as of December 1, 1994 to Master Sale and Servicing Agreement dated as of December 1, 1990 among Beverly Funding Corporation, Beverly California Corporation, the wholly-owned subsidiaries of Beverly Enterprises, Inc. listed therein, Beverly Enterprises, Inc. and certain wholly-owned subsidiaries of Beverly Enterprises, Inc. which may become parties thereto (incorporated by reference to Exhibit 10.44 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.46 Trust Indenture dated as of December 1, 1994 from Beverly Funding Corporation, as Issuer, to Chemical Bank, as Trustee (the "Chemical Indenture") (incorporated by reference to Exhibit 10.45 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.47 Series Supplement dated as of December 1, 1994 to the Chemical Indenture (incorporated by reference to Exhibit 10.46 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.48 Credit Agreement dated as of March 2, 1993 among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders listed therein, and the Nippon Credit Bank, Ltd. Los Angeles Agency as Agent (the "Nippon Credit Agreement") (incorporated by reference to Exhibit 10.29 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.49 Second Amendment dated as of May 19, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.37 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.50 Third Amendment dated as of November 1, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.49 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.51 Fourth Amendment dated as of November 9, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.50 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.52 Fifth Amendment dated as of December 30, 1994 to the Nippon Credit Agreement 10.53 Credit Agreement dated as of November 1, 1994 among Beverly California Corporation, Beverly Enterprises, Inc., the Banks listed therein, and Morgan Guaranty Trust Company of New York, as Issuing Bank and as Agent (the "Morgan Credit Agreement") (incorporated by reference to Exhibit 10.51 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.54 First Amendment dated as of December 30, 1994 to the Morgan Credit Agreement (incorporated by reference to Exhibit 10.52 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.55 Data Processing Agreement, dated as of August 1, 1992, by and between Systematics Telecommunications Services, Inc. and Beverly California Corporation (incorporated by reference to Exhibit 10 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1992) 10.56 Form of Employment Agreement to be executed by Robert C. Crosby and ATH at the time ATH became a wholly-owned subsidiary of Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.38 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 8, 1994 (File No. 33-54501)) 10.57 Form of Irrevocable Trust Agreement for the Beverly Enterprises, Inc. Executive Benefits Plan (incorporated by reference to Exhibit 10.55 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 11.1 Computation of Net Income Per Share 27.1 Financial Data Schedule for the three months ended March 31, 1995
* Exhibits 10.1 through 10.33 are the management contracts, compensatory plans, contracts and arrangements in which any director or named executive officer participates. ITEM 6(b). REPORTS ON FORM 8-K On February 10, 1995, the Company filed an amendment on Form 8-K/A, which reported under Item 5 the proposed merger with PMSI and filed under Item 7 the unaudited pro forma combined financial statements giving effect to the proposed merger and the acquisitions of Insta-Care and Synetic. 14 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BEVERLY ENTERPRISES, INC. Registrant Dated: May 12, 1995 By: SCOTT M. TABAKIN ----------------------------------- Scott M. Tabakin Vice President, Controller and Chief Accounting Officer 15 17 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Indenture dated as of December 27, 1990 (the "Senior Secured Note Indenture"), among Beverly California, Beverly Enterprises, Inc. and Yasuda Bank and Trust Company (U.S.A.) with respect to Senior Secured Floating Rate Notes due 1995 and 14 1/4% Senior Secured Fixed Rate Notes due 1997 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Beverly California, Beverly Enterprises, Inc. and the Registrants set forth on the Table of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954)) 4.2 Supplemental Indenture No. 1, dated as of September 20, 1991, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1991) 4.3 Supplemental Indenture No. 2, dated as of September 26, 1991, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1991) 4.4 Supplemental Indenture No. 3, dated as of March 11, 1992, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 4.5 Supplemental Indenture No. 4, dated as of July 21, 1993, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.6 Supplemental Indenture No. 5, dated as of November 1, 1994, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.6 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 4.7 Supplemental Indenture No. 6, dated as of December 30, 1994, to the Senior Secured Note Indenture (incorporated by reference to Exhibit 4.7 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 4.8 Subsidiary Guaranty dated as of December 27, 1990 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 of Beverly California Corporation, Beverly Enterprises, Inc. and the Registrants set forth on the Table of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954)) 4.9 Subsidiary Guaranty dated as of April 1, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.5 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 4.10 Subsidiary Guaranty dated as of October 31, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and the Subsidiary Guarantors listed therein (incorporated by reference to Exhibit 4.6 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991)
18
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.11 Subsidiary Guaranty dated as of December 30, 1991 by Beverly Enterprises, Inc., Beverly California Corporation and Beverly Indemnity, Inc. as Subsidiary Guarantor (incorporated by reference to Exhibit 4.7 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 4.12 Indenture dated as of August 1, 1993 between Beverly Enterprises, Inc. and Chemical Bank, as Trustee, with respect to Beverly Enterprises, Inc.'s 5 1/2% Convertible Subordinated Debentures due August 1, 2018, issuable upon exchange of Beverly Enterprises, Inc.'s $2.75 Cumulative Convertible Exchangeable Preferred Stock (the "Subordinated Debenture Indenture") (incorporated by reference to Exhibit 4.10 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.13 Certificate of Designation, Powers, Preferences and Rights, and the Qualifications, Limitations or Restrictions Thereof, of the Series of Preferred Stock to be designated $2.75 Cumulative Convertible Exchangeable Preferred Stock of Beverly Enterprises, Inc. (the "$2.75 Certificate of Designation")(incorporated by reference to Exhibit 4.12 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.14 Indenture dated as of April 1, 1993 (the "First Mortgage Bond Indenture"), among Beverly Enterprises, Inc., Delaware Trust Company, as Corporate Trustee, and Richard N. Smith, as Individual Trustee, with respect to First Mortgage Bonds (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993) 4.15 First Supplemental Indenture dated as of April 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 3/4% First Mortgage Bonds (Series A) due 2008 (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993) 4.16 Second Supplemental Indenture dated as of July 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 5/8% First Mortgage Bonds (Series B) due 2008 (replaces Exhibit 4.1 to Beverly Enterprises, Inc.'s Current Report on Form 8-K dated July 15, 1993)(incorporated by reference to Exhibit 4.15 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 4.17 Indenture dated as of December 30, 1993 (the "Notes Indenture"), between Beverly Enterprises, Inc. and Boatmen's Trust Company, as Trustee, with respect to the Notes (incorporated by reference to Exhibit 4.2 to Beverly Enterprises, Inc.'s Registration Statement on Form S-3 filed on November 9, 1993 (File No. 33-50965)) 4.18 First Supplemental Indenture dated as of December 30, 1993 to the Notes Indenture, with respect to 8 3/4% Notes due 2003 (incorporated by reference to Exhibit 4.4 to Beverly Enterprises, Inc.'s Current Report on Form 8-K dated January 4, 1994) 4.19 Rights Agreement dated as of September 29, 1994, between Beverly Enterprises, Inc. and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 1 to Beverly Enterprises' Registration Statement on Form 8-A filed on October 18, 1994) In accordance with item 601(b)(4)(iii) of Regulation S-K, certain instruments pertaining to Beverly Enterprises, Inc.'s long-term obligations have not been filed; copies thereof will be furnished to the Securities and Exchange Commission upon request. 10.1* Amended and Restated 1981 Beverly Incentive Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243)) 10.2* 1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243)) 10.3* Amended and Restated Beverly Enterprises, Inc. 1993 Long-Term Incentive Stock Plan (the "1993 Plan") (as amended by Amendment No. 1) (incorporated by reference to Exhibit 10.4 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.4* Beverly Enterprises, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.4 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.5* Form of Other Stock Unit Agreement under the 1993 Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.6* Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 10.7* Beverly Enterprises, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit 4.1 to Beverly Enterprises, Inc.'s Registration Statement on Form S-8 filed on September 21, 1994 (File No. 33- 55571))
19
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.8* Executive Medical Reimbursement Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1987) 10.9* Amended and Restated Beverly Enterprises, Inc. Executive Life Insurance Plan and Summary Plan Description (the "Executive Life Plan") (incorporated by reference to Exhibit 10.7 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993) 10.10* Amendment No. 1, effective September 29, 1994, to the Executive Life Plan (incorporated by reference to Exhibit 10.10 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.11* Executive Physicals Policy (incorporated by reference to Exhibit 10.8 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993) 10.12* Amended and Restated Deferred Compensation Plan effective July 18, 1991 (incorporated by reference to Exhibit 10.6 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.13* Amendment No. 1, effective September 29, 1994, to the Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.14* Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1987) 10.15* Amendment No. 1, effective as of July 1, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.8 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.16* Amendment No. 2, effective as of December 12, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1991) 10.17* Amendment No. 3, effective as of July 31, 1992, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.10 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.18* Amendment No. 4, effective as of January 1, 1993, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.18 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.19* Amendment No. 5, effective as of September 29, 1994, to the Executive Retirement Plan (incorporated by reference to Exhibit 10.19 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.20* Form of Indemnification Agreement between Beverly Enterprises, Inc. and its officers, directors and certain of its employees (incorporated by reference to Exhibit 19.14 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1987) 10.21* Form of request by Beverly Enterprises, Inc. to certain of its officers or directors relating to indemnification rights (incorporated by reference to Exhibit 19.5 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1987) 10.22* Form of request by Beverly Enterprises, Inc. to certain of its officers or employees relating to indemnification rights (incorporated by reference to Exhibit 19.6 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1987) 10.23* Agreement dated December 29, 1986 between Beverly Enterprises, Inc. and Stephens Inc. (incorporated by reference to Exhibit 10.20 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on January 18, 1990 (File No. 33-33052)) 10.24* Severance Plan for Corporate and Regional Employees effective December 1, 1989 (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to Beverly Enterprises, Inc. Registration Statement on Form S-1 filed on February 26, 1990 (File No. 33-33052)) 10.25* Form of Restricted Stock Performance Agreement dated June 28, 1990 under the 1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.22 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109)) 10.26* Form of Agreement Concerning Benefits Upon Severance dated as of September 1, 1990 between Beverly Enterprises, Inc. and certain officers of Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.23 to Beverly Enterprises, Inc.'s Registration Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109))
20
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.27* First Amendment to Agreement Concerning Benefits Upon Severance dated as of April 25, 1993 between Beverly Enterprises, Inc. and Ronald C. Kayne (incorporated by reference to Exhibit 10.22 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993) 10.28* Form of Employment Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and David R. Banks (incorporated by reference to Exhibit 10.28 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994) 10.29* Form of Change In Control Severance Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and its Executive Vice Presidents (incorporated by reference to Exhibit 10.29 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.30* Form of Change In Control Severance Agreement, made as of September 29, 1994, between Beverly Enterprises, Inc. and certain of its officers (incorporated by reference to Exhibit 10.30 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.31* Beverly Enterprises Company Car Policy effective May 1, 1988 (incorporated by reference to Exhibit 10.18 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.32* American Transitional Hospitals, Inc. 1993 Nonqualified Stock Option Plan assumed by Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.39 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 (Amendment No. 1) filed on August 5, 1994 (File No. 33-54501)) 10.33* Stock Option Agreement between Beverly Enterprises, Inc. and Robert C. Crosby dated September 2, 1994 (incorporated by reference to Exhibit 4.4 to Beverly Enterprises, Inc.'s Registration Statement on Form S-8 filed on September 21, 1994 (File No. 33-55571)) 10.34 Master Lease Document -- General Terms and Conditions dated December 30, 1985 for Leases between Beverly California Corporation and various subsidiaries thereof as lessees and Beverly Investment Properties, Inc. as lessor (incorporated by reference to Exhibit 10.12 to Beverly California Corporation's Annual Report on Form 10-K for the year ended December 31, 1985) 10.35 Agreement dated as of December 29, 1986 among Beverly California Corporation, Beverly Enterprises -- Texas, Inc., Stephens Inc. and Real Properties, Inc. (incorporated by reference to Exhibit 28 to Beverly California Corporation's Current Report on Form 8-K dated December 30, 1986) and letter agreement dated as of July 31, 1987 among Beverly Enterprises, Inc., Beverly California Corporation, Beverly Enterprises -- Texas, Inc. and Stephens Inc. with reference thereto (incorporated by reference to Exhibit 19.13 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1987) 10.36 Credit Agreement, dated as of March 24, 1992, among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders listed therein, Bank of Montreal as Co-Agent, and The Long Term Credit Bank of Japan, Ltd. Los Angeles Agency as Agent (the "LTCB Credit Agreement") (incorporated by reference to Exhibit 10.2 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 10.37 Amendment No. 1 dated as of April 7, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.3 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992) 10.38 Second Amendment dated as of May 11, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.23 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.39 Third Amendment dated as of March 1, 1993 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.24 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.40 Seventh Amendment dated as of May 2, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.31 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.41 Eighth Amendment dated as of November 1, 1994, to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.41 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.42 Ninth Amendment dated as of November 9, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.42 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.43 Tenth Amendment dated as of December 6, 1994 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.43 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663))
21
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.44 Eleventh Amendment dated as of March 27, 1995 to the LTCB Credit Agreement 10.45 First Amendment and Restatement dated as of December 1, 1994 to Master Sale and Servicing Agreement dated as of December 1, 1990 among Beverly Funding Corporation, Beverly California Corporation, the wholly-owned subsidiaries of Beverly Enterprises, Inc. listed therein, Beverly Enterprises, Inc. and certain wholly-owned subsidiaries of Beverly Enterprises, Inc. which may become parties thereto (incorporated by reference to Exhibit 10.44 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.46 Trust Indenture dated as of December 1, 1994 from Beverly Funding Corporation, as Issuer, to Chemical Bank, as Trustee (the "Chemical Indenture") (incorporated by reference to Exhibit 10.45 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.47 Series Supplement dated as of December 1, 1994 to the Chemical Indenture (incorporated by reference to Exhibit 10.46 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.48 Credit Agreement dated as of March 2, 1993 among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders listed therein, and the Nippon Credit Bank, Ltd. Los Angeles Agency as Agent (the "Nippon Credit Agreement") (incorporated by reference to Exhibit 10.29 to Beverly Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992) 10.49 Second Amendment dated as of May 19, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.37 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10.50 Third Amendment dated as of November 1, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.49 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.51 Fourth Amendment dated as of November 9, 1994 to the Nippon Credit Agreement (incorporated by reference to Exhibit 10.50 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.52 Fifth Amendment dated as of December 30, 1994 to the Nippon Credit Agreement 10.53 Credit Agreement dated as of November 1, 1994 among Beverly California Corporation, Beverly Enterprises, Inc., the Banks listed therein, and Morgan Guaranty Trust Company of New York, as Issuing Bank and as Agent (the "Morgan Credit Agreement") (incorporated by reference to Exhibit 10.51 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.54 First Amendment dated as of December 30, 1994 to the Morgan Credit Agreement (incorporated by reference to Exhibit 10.52 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 10.55 Data Processing Agreement, dated as of August 1, 1992, by and between Systematics Telecommunications Services, Inc. and Beverly California Corporation (incorporated by reference to Exhibit 10 to Beverly Enterprises, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1992) 10.56 Form of Employment Agreement to be executed by Robert C. Crosby and ATH at the time ATH became a wholly-owned subsidiary of Beverly Enterprises, Inc. (incorporated by reference to Exhibit 10.38 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on July 8, 1994 (File No. 33-54501)) 10.57 Form of Irrevocable Trust Agreement for the Beverly Enterprises, Inc. Executive Benefits Plan (incorporated by reference to Exhibit 10.55 to Beverly Enterprises, Inc.'s Registration Statement on Form S-4 filed on February 13, 1995 (File No. 33-57663)) 11.1 Computation of Net Income Per Share 27.1 Financial Data Schedule for the three months ended March 31, 1995
EX-10.44 2 ELEVENTH AMEND. TO CREDIT AGREEMENT 1 EXHIBIT 10.44 ELEVENTH AMENDMENT TO CREDIT AGREEMENT AMONG BEVERLY ENTERPRISES, INC., BEVERLY CALIFORNIA CORPORATION, THE SUBSIDIARY GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, BANK OF MONTREAL, AS CO-AGENT, AND THE LONG-TERM CREDIT BANK OF JAPAN, LTD. LOS ANGELES AGENCY, AS AGENT DATED AS OF MARCH 27, 1995 THIS ELEVENTH AMENDMENT dated as of March 27, 1995 (this "AMENDMENT"), is entered into by and among BEVERLY ENTERPRISES, INC., a Delaware corporation ("BEI"), BEVERLY CALIFORNIA CORPORATION, a California corporation ("BORROWER"), the SUBSIDIARY GUARANTORS listed on the signature pages hereof (together with BEI, the "GUARANTORS"), the LENDERS listed on the signature pages hereof (such lenders, together with each Person that may or has become a party to the Credit Agreement (as defined below) pursuant to subsection 10.8 thereof, are referred to herein individually as a "LENDER" and collectively as the "LENDERS"), BANK OF MONTREAL as co-agent for the Lenders (in such capacity, the "CO-AGENT"), and THE LONG-TERM CREDIT BANK OF JAPAN, LTD., Los Angeles Agency ("LTCB"), as agent for the Lenders (in such capacity, the "AGENT"). This Amendment amends the Credit Agreement dated March 24, 1992 by and among BEI, Borrower, Co-Agent, Agent and Lenders, as amended by that First Amendment to Credit Agreement dated April 7, 1992 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Second Amendment to Credit Agreement dated as of May 11, 1992 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Third Amendment to Credit Agreement dated as of March 1, 1993 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Fourth Amendment to Credit Agreement dated as of November 1, 1993 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Fifth Amendment to Credit Agreement dated as of March 21, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Sixth Amendment to Credit Agreement dated as of April 22, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Seventh Amendment to Credit Agreement dated as of May 2, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Eighth Amendment to Credit Agreement dated as of November 1, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further 2 amended by that Ninth Amendment to Credit Agreement dated as of November 9, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by that Tenth Amendment to Credit Agreement dated as of December 6, 1994 by and among BEI, Borrower, Co-Agent, Agent and the Lenders (said Credit Agreement, as so amended, the "CREDIT AGREEMENT"), as set forth herein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Borrower desires to amend the Credit Agreement in certain respects; WHEREAS, Lenders, Co-Agent and Agent have agreed to approve such amendments; WHEREAS, Guarantors desire to reaffirm the effectiveness respectively of the Subsidiary Guaranty Agreement and the BEI Guaranty Agreement; NOW, THEREFORE, in consideration of the terms and conditions herein contained, BEI, Borrower, Guarantors, Co-Agent, Agent and Lenders agree as follows: AGREEMENT SECTION 1. AMENDMENT TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT Subsection 1.1 of the Credit Agreement is hereby amended, effective for all fiscal periods ending after December 30, 1994, by deleting the definition therein of "Consolidated Capital Expenditures" in its entirety and replacing it with the following: "'CONSOLIDATED CAPITAL EXPENDITURES' means, for any period, the sum, without duplication, of (i) the total amount of additions to property and equipment of BEI and its Consolidated Subsidiaries during such period of the types classified as "Capital expenditures" on the consolidated statement of cash flows included in the Base Financials and (ii) all investments (whether by means of share purchase, capital contribution, loan, time deposit or otherwise) made by BEI or any of its Subsidiaries during such period in Beverly Japan Corporation; provided that "Consolidated Capital Expenditures" shall exclude (A) the application of insurance or condemnation proceeds 2 3 to rebuilding facilities, and (B) the amount of any Debt (including, without limitation, any obligation with respect to any letter of credit or similar instrument) and contingent obligations incurred or assumed for the purpose of financing all or any part of the cost of constructing any asset to the extent that such amount does not exceed 75% of the cost of acquiring or constructing such asset." SECTION 2. REPRESENTATIONS AND WARRANTIES In order to induce Agent, Co-Agent and Lenders to enter into this Amendment, each of BEI and Borrower represents and warrants to Agent, Co-Agent and Lenders that: (a) The representations and warranties of each Loan Party contained in the Credit Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date; (b) No event has occurred and is continuing or would result from the execution of this Amendment that constitutes an Event of Default or Potential Event of Default; (c) Each Loan Party has performed in all material respects all agreements and satisfied all conditions that the Credit Agreement and this Amendment provide shall be performed by it on or before the date hereof; (d) The execution, delivery and performance of this Amendment and the Credit Agreement as amended by this Amendment, by each Loan Party are within the corporate power and authority of each such Loan Party and, as of the Eleventh Amendment Effective Date (as hereinafter defined), will be duly authorized by all necessary corporate action on the part of each Loan Party, and this Amendment, as of the Eleventh Amendment Effective Date, is duly executed and delivered by each of such Loan Parties and will constitute a valid and binding agreement of each of such Loan Parties, enforceable against such Loan Parties in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The Credit Agreement constitutes and, as of the Eleventh Amendment Effective Date, the Credit Agreement, as amended by this Amendment, will constitute, a valid and binding agreement of BEI and Borrower, enforceable against BEI and Borrower in accordance with its 3 4 terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles, relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. (e) The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of the Credit Agreement as amended by this Amendment, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any Loan Party, the Certificate or Articles of Incorporation or Bylaws of any Loan Party or any order, judgment or decree of any court or other agency of government binding on any Loan Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument that is material, individually or in the aggregate, and that is binding on such Loan Party, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Loan Party (other than any Liens created under any of the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require any approval or consent of any Person under any instrument that is material, individually or in the aggregate, and that is binding on such Loan Party. (f) The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of the Credit Agreement as amended by this Amendment, do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. SECTION 3. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "ELEVENTH AMENDMENT EFFECTIVE DATE"): A. On or before the Eleventh Amendment Effective Date, BEI, Borrower and each Subsidiary Guarantor shall deliver to Lenders (or to Agent for Lenders with sufficient originally executed copies, as appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Eleventh Amendment Effective Date: (i) Signature and incumbency certificates of its officers executing this Amendment certified by its secretary or an assistant secretary; and (ii) Executed counterparts of this Amendment. 4 5 B. On or before the Eleventh Amendment Effective Date, Requisite Lenders shall have delivered to Agent a counterpart of this Amendment originally executed by a duly authorized officer of such Lender or by telex or telephonic confirmation. SECTION 4. THE GUARANTIES Each Guarantor acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and the Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Obligations, Guarantied Obligations (as defined in the applicable Guaranty Agreements) and Secured Obligations (as defined in the Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Eleventh Amendment Effective Date to the same extent as though made on and as of that date except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment or any other Loan Document and (ii) that neither the terms of the Credit Agreement, any other Loan Document nor this Amendment shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement. 5 6 SECTION 5. COUNTERPARTS; EFFECTIVENESS This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Amendment (other than the provisions of Section 1 hereof) shall become effective upon the execution of a counterpart hereof by Requisite Lenders and each of the Loan Parties and receipt of written or telephonic notification of such execution and authorization of delivery thereof. SECTION 6. FEES AND EXPENSES Borrower acknowledges that all costs, fees and expenses as described in subsection 10.4 of the Credit Agreement incurred by Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrower. SECTION 7. EFFECT OF AMENDMENT It is hereby agreed that, except as specifically provided herein, this Amendment does not in any way affect or impair the terms and conditions of the Credit Agreement, and all terms and conditions of the Credit Agreement are to remain in full force and effect unless otherwise specifically amended or changed pursuant to the terms and conditions of this Amendment. SECTION 8. APPLICABLE LAW This Amendment and the rights and obligations of the parties hereto and all other aspects hereof shall be deemed to be made under, shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. 6 7 WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BEI: BEVERLY ENTERPRISES, INC. By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer BORROWER: BEVERLY CALIFORNIA CORPORATION By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer AGENT, CO-AGENT AND LENDERS: THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY, as Agent and as a Lender By: /s/ YUTAKA KAMISAWA Title: Deputy General Manager Yutaka Kamisawa BANK OF MONTREAL, as Co-Agent and as a Lender By: /s/ DANIEL A. BROWN Title: Director S-1 8 LENDERS: INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION By: /s/ JAMES W. LATIMER Title: Managing Director U.S. NATIONAL BANK OF OREGON By: __________________________ Title: _______________________ The Subsidiary Guarantors: Beverly Enterprises - Alabama, Inc. Beverly Enterprises - Arkansas, Inc. Beverly Enterprises - Florida, Inc. Beverly Enterprises - Georgia, Inc. Beverly Enterprises - Maryland, Inc. Beverly Enterprises - Massachusetts, Inc. Beverly Enterprises - Minnesota, Inc. Beverly Enterprises - Mississippi, Inc. Beverly Enterprises - Missouri, Inc. Beverly Enterprises - Nebraska, Inc. Beverly Enterprises - North Carolina, Inc. Beverly Enterprises - Oregon Beverly Enterprises - Wisconsin, Inc. S-2 9 Commercial Management, Inc. Hallmark Convalescent Homes, Inc. Hospital Facilities Corporation Moderncare of Lumberton, Inc. Nebraska City S-C-H, Inc. South Dakota - Beverly Enterprises, Inc. Vantage Healthcare Corporation AGI-Camelot, Inc. AGI-McDonald County Health Care, Inc. Beverly Enterprises - Arizona, Inc. Beverly Enterprises - California, Inc. Beverly Enterprises - Colorado, Inc. Beverly Enterprises - Connecticut, Inc. Beverly Enterprises - Garden Terrace, Inc. Beverly Enterprises - Hawaii, Inc. Beverly Enterprises - Idaho, Inc. Beverly Enterprises - Illinois, Inc. Beverly Enterprises - Indiana, Inc. Beverly Enterprises - Kansas, Inc. Beverly Enterprises - Kentucky, Inc. Beverly Enterprises - Louisiana, Inc. Beverly Enterprises - Michigan, Inc. Beverly Enterprises - New Jersey, Inc. Beverly Enterprises - Ohio, Inc. Beverly Enterprises - Pennsylvania, Inc. Beverly Enterprises - South Carolina, Inc. Beverly Enterprises - Tennessee, Inc. S-3 10 Beverly Enterprises - Texas, Inc. Beverly Enterprises - Utah, Inc. Beverly Enterprises - Virginia, Inc. Beverly Enterprises - Washington, Inc. Beverly Enterprises - West Virginia, Inc. Beverly Indemnity, Ltd. Beverly Manor Inc. of Hawaii Beverly Savana Cay Manor, Inc. Columbia-Valley Nursing Home, Inc. Computran Systems, Inc. Continental Care Centers of Council Bluffs, Inc. Forest City Building Ltd. Home Medical Systems, Inc. Kenwood View Nursing Home, Inc. Liberty Nursing Homes, Incorporated Medical Arts Health Facility of Lawrenceville, Inc. Nursing Home Operators, Inc. Petersen Health Care, Inc. Pharmacy Corporation of America Salem No. 1, Inc. South Alabama Nursing Home, Inc. American Transitional Care Centers of Texas, Inc. American Transitional Care Dallas-Ft. Worth, Inc. American Transitional Health Care, Inc. American Transitional Hospitals, Inc. S-4 11 American Transitional Hospitals of Indiana, Inc. American Transitional Hospitals of Oklahoma, Inc. American Transitional Hospitals of Tennessee, Inc. ATH Del Oro, Inc. ATH Heights, Inc. ATH Tuscon, Inc. Beverly Enterprises Japan Limited AdviNet, Inc. Beverly Crest Corporation Beverly Enterprises-Distribution Services, Inc. Hospice Preferred Choice, Inc. Beverly Rehabilitation Services, Inc. Synergos, Inc. Synergos-Scottsdale, Inc. Synergos-Pleasanthill, Inc. Synergos-North Hollywood, Inc. By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer S-5 EX-10.52 3 FIFTH AMEND. TO CREDIT AGREEMENT 1 EXHIBIT 10.52 EXECUTION VERSION FIFTH AMENDMENT TO CREDIT AGREEMENT AMONG BEVERLY ENTERPRISES, INC., BEVERLY CALIFORNIA CORPORATION, THE SUBSIDIARY GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, AND THE NIPPON CREDIT BANK, LTD. LOS ANGELES AGENCY, AS AGENT DATED AS OF DECEMBER 30, 1994 THIS FIFTH AMENDMENT dated as of December 30, 1994 (this "AMENDMENT"), is entered into by and among BEVERLY ENTERPRISES, INC., a Delaware corporation ("BEI"), BEVERLY CALIFORNIA CORPORATION, a California corporation ("BORROWER"), the SUBSIDIARY GUARANTORS listed on the signature pages hereof (together with BEI, the "GUARANTORS"), the LENDERS listed on the signature pages hereof (such lenders, together with each Person that may or has become a party to the Credit Agreement (as hereinafter defined) pursuant to subsection 10.8 thereof, are referred to herein individually as a "LENDER" and collectively as the "LENDERS"), and THE NIPPON CREDIT BANK, LTD., Los Angeles Agency ("NIPPON"), as agent for the Lenders (in such capacity, the "AGENT"). This Amendment amends the Credit Agreement dated as of March 2, 1993 by and among BEI, Borrower, Agent and Lenders, as amended by that certain First Amendment to Credit Agreement dated as of May 6, 1994, as further amended by that certain Second Amendment to Credit Agreement dated as of May 19, 1994, as further amended by that certain Third Amendment to Credit Agreement dated as of November 1, 1994, and as further amended by that certain Fourth Amendment to Credit Agreement dated as of November 9, 1994 (as so amended, the "CREDIT AGREEMENT"), as set forth herein. RECITALS WHEREAS, Borrower desires to amend the Credit Agreement in certain respects; WHEREAS, Lenders and Agent have agreed to approve such amendments; WHEREAS, Guarantors desire to reaffirm the effectiveness respectively of the Subsidiary Guaranty Agreement and the BEI Guaranty Agreement; 2 AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions herein contained, BEI, Borrower, Guarantors, Agent and Lenders agree as follows: 1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and elsewhere in this Amendment shall be used herein as so defined. Unless otherwise defined herein, all other capitalized terms used herein shall have the respective meanings given to those terms in the Credit Agreement, as amended by this Amendment. The rules of construction set forth in Section I of the Credit Agreement shall, to the extent not inconsistent with the terms of this Amendment, apply to this Amendment and are hereby incorporated by reference. 2. AMENDMENT TO CREDIT AGREEMENT. Subject to conditions set forth in paragraph 4 hereof, the Credit Agreement is hereby amended as follows: (a) The definition of "Consolidated Capital Expenditures" set forth in Subsection 1.1 is amended by deleting such definition in its entirety and replacing it with the following: 'CONSOLIDATED CAPITAL EXPENDITURES' means, for any period, the sum, without duplication, of (i) the total amount of additions to property and equipment of BEI and its Consolidated Subsidiaries during such period of the types classified as "Capital expenditures" on the consolidated statement of cash flows included in the 1993 Base Financials and (ii) all Investments made by BEI or any of its Subsidiaries during such period in Beverly Japan Corporation; provided that "Consolidated Capital Expenditures" shall exclude (A) the application of insurance or condemnation proceeds to rebuilding facilities and (B) the amount of any Debt incurred or assumed for the purpose of financing all or any part of the cost of constructing any asset to the extent that such amount does not exceed 75% of the cost of acquiring or constructing such asset. (b) Subsection 1.1 is further amended by deleting the following definition: "CAPITAL EXPENDITURES" (c) Subsection 1.1 is further amended by deleting the definition of "Workout Transaction" which was added in the Second Amendment to Credit Agreement dated as of May 19, 1994 and retaining the definition of "Workout Transaction" which was added in the Fourth Amendment to Credit Agreement dated as of dated as of May 9, 1994. 2 3 (d) Subsection 5.23 is amended by deleting such subsection in its entirety and replacing it with the following: "5.23 CONSOLIDATED CAPITAL EXPENDITURES BEI and its Subsidiaries will not pay or incur Consolidated Capital Expenditures in any fiscal year set forth below which exceed in aggregate amount for such year the amount set forth opposite such year below: Fiscal year ending December 31, 1993 - $110,000,000; Fiscal year ending December 31, 1994 - $125,000,000; Fiscal year ending December 31, 1995 - $130,000,000; Fiscal year ending December 31, 1996 - $135,000,000; Fiscal year ending December 31, 1997 - $140,000,000; Fiscal year ending December 31, 1998 - $145,000,000; and Each fiscal year thereafter - $150,000,000; Provided, however, that, if in any fiscal year the Consolidated Capital Expenditures are less than the amount permitted by this Subsection 5.23 (without giving effect to any additional amount permitted by this proviso), the aggregate amount of Consolidated Capital Expenditures permitted in the next succeeding fiscal year will be increased by an amount equal to such shortfall." 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the Lenders to enter into this Amendment, each of BEI and Borrower represents and warrants to the Agent and the Lenders that: (a) The representations and warranties of each Loan Party contained in the Credit Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date; (b) No event has occurred and is continuing or would result from the execution of this Amendment that constitutes an Event of Default or Potential Event of Default; (c) Each Loan Party has performed in all material respects all agreements and satisfied all conditions that the Credit Agreement and this Amendment provide shall be performed by it on or before the date hereof; 3 4 (d) The execution, delivery and performance of this Amendment, and the Credit Agreement as amended by this Amendment, by each Loan Party which is a party thereto are within the corporate power and authority of each such Loan Party and, as of the Fifth Amendment Effective Date (as hereinafter defined), will be duly authorized by all necessary corporate action on the part of each Loan Party, and this Amendment as of the Fifth Amendment Effective Date (as hereinafter defined), are duly executed and delivered by each of such Loan Parties which is a party thereto and will constitute a valid and binding agreement of each of such Loan Parties, enforceable against such Loan Parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The Credit Agreement constitutes and, as of the Fifth Amendment Effective Date (as hereinafter defined), the Credit Agreement, as amended by this Amendment, will constitute, a valid and binding agreement of BEI and Borrower, enforceable against BEI and Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles, relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. (e) The execution and delivery by each applicable Loan Party of this Amendment and the performance by each such Loan Party of the Credit Agreement as amended by this Amendment, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any Loan Party, the Certificate or Articles of Incorporation or Bylaws of any Loan Party or any order, judgment or decree of any court or other agency of government binding on any Loan Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument that is material, individually or in the aggregate, and that is binding on such Loan Party, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Loan Party (other than any Liens created under any of the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require any approval or consent of any Person under any instrument that is material, individually or in the aggregate, and that is binding on such Loan Party. (f) The execution and delivery by each applicable Loan Party of this Amendment and the performance by each such Loan Party of the Credit Agreement as amended by this Amendment, do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. 4 5 4. CONDITIONS TO EFFECTIVENESS. Section 2 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "FIFTH AMENDMENT EFFECTIVE DATE"): (a) On or before the Fifth Amendment Effective Date, Borrower shall deliver to the Lenders (or to the Agent for the Lenders with sufficient originally executed copies, as appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Fifth Amendment Effective Date, duly executed and delivered by the parties thereto: (i) Signature and incumbency certificates of each of BEI, Borrower and each Subsidiary Guarantor of its respective officers executing this Amendment certified by such party's respective secretary or assistant secretary; and (ii) Executed counterparts of this Amendment. (b) On or before the Fifth Amendment Effective Date, each Lender shall have delivered to the Agent a counterpart of this Amendment originally executed by a duly authorized officer of such Lender or by telex or telephonic confirmation. (c) On or before the Fifth Amendment Effective Date: (i) Borrower shall have caused payment to the Agent of an amendment fee of $5,000.00; (ii) Borrower shall have caused payment to the Agent of all amounts regarding the costs and expenses reasonably incurred by Agent in connection with this Amendment; and (iii) An amendment to the Morgan Credit Agreement, which amendment shall be satisfactory to Agent in all material respects, shall have become effective in all respects. (d) Borrower shall have delivered to the Lenders (or to the Agent for the Lenders with sufficient originally executed copies, as appropriate, for each Lender and its counsel) a Certificate of the Secretary or Assistant Secretary of Borrower, dated the Fifth Amendment Effective Date, certifying that the Certificate of Incorporation and Bylaws of Borrower, in the form delivered to the Agent and the Lenders on the Closing Date, are in full force and effect and have not been amended, supplemented, revoked or repealed since such date. 5 6 (e) On or before the Fifth Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Agent, acting on behalf of the Lenders, and its counsel shall be satisfactory in form and substance to the Agent and such counsel, and the Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as the Agent may reasonably request. 5. ACKNOWLEDGMENT OF GUARANTORS. Each Guarantor acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and the Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all Obligations, Guarantied Obligations (as defined in the applicable Guaranty Agreements) and Secured Obligations (as defined in the Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fifth Amendment Effective Date to the same extent as though made on and as of that date except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment or any other Loan Document and (ii) that neither the terms of the Credit Agreement, any other Loan Document nor this Amendment shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement. 6 7 6. EFFECTIVENESS; COUNTERPARTS. This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Amendment (other than the provisions of Section 2) shall become effective upon the execution of a counterpart hereof by all Lenders and each of the Loan Parties and receipt of written or telephonic notification of such execution and authorization of delivery thereof. 7. FEES AND EXPENSES. The Borrower acknowledges that all costs, fees and expenses as described in subsection 10.4 of the Credit Agreement incurred by the Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrower. 8. EFFECT OF AMENDMENT. It is hereby agreed that, except as specifically provided herein, this Amendment does not in any way affect or impair the terms and conditions of the Credit Agreement, and all terms and conditions of the Credit Agreement are to remain in full force and effect unless otherwise specifically amended or changed pursuant to the terms and conditions of this Amendment. 9. APPLICABLE LAW. This Amendment and the rights and obligations of the parties hereto and all other aspects hereof shall be deemed to be made under, shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. 7 8 WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BEI: BEVERLY ENTERPRISES, INC. By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer BORROWER: BEVERLY CALIFORNIA CORPORATION By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer AGENT: THE NIPPON CREDIT BANK, LTD., LOS ANGELES AGENCY, as Agent and as a Lender By: _________________________ Title: ______________________ S-1 9 LENDERS: THE NIPPON CREDIT BANK, LTD., LOS ANGELES AGENCY, as Agent and as a Lender By: _________________________ Title: ______________________ THE TORONTO-DOMINION (TEXAS), INC. as a Lender By: _________________________ Title: ______________________ [Signatures Continued] S-2 10 THE SUBSIDIARY GUARANTORS: American Transitional Care Centers of Texas, Inc. American Transitional Care Dallas-Ft. Worth, Inc. American Transitional Health Care, Inc. American Transitional Hospitals, Inc. American Transitional Hospitals of Indiana, Inc. American Transitional Hospitals of Oklahoma, Inc. American Transitional Hospitals of Tennessee, Inc. ATH Del Oro, Inc. ATH Heights, Inc. ATH Tucson, Inc. Beverly Enterprises - Alabama, Inc. Beverly Enterprises - Arkansas, Inc. Beverly Enterprises - Florida, Inc. Beverly, Enterprises - Georgia, Inc. Beverly Enterprises - Japan Limited Beverly Enterprises - Maryland, Inc. Beverly Enterprises - Massachusetts, Inc. Beverly Enterprises - Minnesota, Inc. S-3 11 Beverly Enterprises - Mississippi, Inc. Beverly Enterprises - Missouri, Inc. Beverly Enterprises - Nebraska, Inc. Beverly Enterprises - North Carolina, Inc. Beverly Enterprises - Oregon Beverly Enterprises - Wisconsin, Inc. Commercial Management, Inc. Hallmark Convalescent Homes, Inc. Hospital Facilities Corporation Moderncare of Lumberton, Inc. Nebraska City S-C-H, Inc. South Dakota - Beverly Enterprises, Inc. Vantage Healthcare Corporation AGI-Camelot, Inc. AGI-McDonald County Health Care, Inc. Beverly Enterprises - Arizona, Inc. Beverly Enterprises - California, Inc. Beverly Enterprises - Colorado, Inc. Beverly Enterprises - Connecticut, Inc. S-4 12 Beverly Enterprises - Garden Terrace, Inc. Beverly Enterprises - Hawaii, Inc. Beverly Enterprises - Idaho, Inc. Beverly Enterprises - Illinois, Inc. Beverly Enterprises - Indiana, Inc. Beverly Enterprises - Kansas, Inc. Beverly Enterprises - Kentucky, Inc. Beverly Enterprises - Louisiana, Inc. Beverly Enterprises - Michigan, Inc. Beverly Enterprises - New Jersey, Inc. Beverly Enterprises - Ohio, Inc. Beverly Enterprises - Pennsylvania, Inc. Beverly Enterprises - South Carolina, Inc. Beverly Enterprises - Tennessee, Inc. Beverly Enterprises - Texas, Inc. Beverly Enterprises - Utah, Inc. Beverly Enterprises - Virginia, Inc. Beverly Enterprises - Washington, Inc. S-5 13 Beverly Enterprises - West Virginia, Inc. Beverly Indemnity, Ltd. Beverly Manor Inc. of Hawaii Beverly Savana Cay Manor, Inc. Columbia-Valley Nursing Home, Inc. Computran Systems, Inc. Continental Care Centers of Council Bluffs, Inc. Forest City Building Ltd. Home Medical Systems, Inc. Kenwood View Nursing Home, Inc. Liberty Nursing Homes, Incorporated Medical Arts Health Facility of Lawrenceville, Inc. Nursing Home Operators, Inc. Petersen Health Care, Inc. Pharmacy Corporation of America Salem No. 1, Inc. South Alabama Nursing Home, Inc. S-6 14 Taylor County Health Facility, Incorporated By: Schuyler Hollingsworth, Jr. Title: Sr. Vice President and Treasurer S-7 EX-11.1 4 COMPUTATION OF NET INCOME PER SHARE 1 BEVERLY ENTERPRISES, INC. EXHIBIT 11.1 COMPUTATION OF NET INCOME PER SHARE THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
1995 1994 ------------ ------------ PRIMARY: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,549 $ 15,115 Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,063) (2,063) ----------- ----------- Net income applicable to common shares . . . . . . . . . . . . . . . . . . . . . . . $ 14,486 $ 13,052 =========== =========== Applicable common shares: Weighted average outstanding shares during the period . . . . . . . . . . . . . . . 85,665 85,108 Weighted average shares issuable upon exercise of common stock equivalents outstanding (principally stock options) using the "treasury stock" method . . . . 1,639 1,657 ----------- ----------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,304 86,765 =========== =========== Net income per share of common stock . . . . . . . . . . . . . . . . . . . . . . . . $ 0.17 $ 0.15 =========== =========== FULLY DILUTED: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,549 $ 15,115 Reduction of interest and amortization expenses resulting from assumed conversion of 7.625% convertible subordinated debentures . . . . . . . . . . . . . . . . . . . ---(a) ---(a) Reduction of interest and amortization expenses resulting from assumed conversion of zero coupon notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---(a) ---(a) Less applicable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- --- ----------- ----------- Adjusted net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,549 $ 15,115 Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,063) (2,063) ----------- ----------- Adjusted net income applicable to common shares . . . . . . . . . . . . . . . . . . . $ 14,486 $ 13,052 =========== =========== Applicable common shares: Weighted average outstanding shares during the period . . . . . . . . . . . . . . . 85,665 85,108 Assumed conversion of cumulative convertible exchangeable preferred stock . . . . . ---(a) ---(a) Weighted average shares issuable upon exercise of common stock equivalents outstanding (principally stock options) using the "treasury stock" method . . . . 1,771 1,654 Assumed conversion of 7.625% convertible subordinated debentures . . . . . . . . . ---(a) ---(a) Assumed conversion of zero coupon notes . . . . . . . . . . . . . . . . . . . . . . ---(a) ---(a) ----------- ----------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,436 86,762 =========== =========== Net income per share of common stock . . . . . . . . . . . . . . . . . . . . . . . . $ 0.17 $ 0.15 =========== ===========
_______________ (a) Conversion would be anti-dilutive and is therefore not assumed in the computation of earnings per share of common stock. EX-27.1 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-31-1995 38,003 0 522,120 28,291 58,682 659,549 1,831,405 613,115 2,346,392 434,080 901,048 8,970 0 150,000 683,521 2,346,392 795,619 799,119 0 725,974 25,904 0 20,549 26,692 10,143 16,549 0 0 0 16,549 .17 .17 Excludes $47,532 of long-term notes receivable. Excludes $6,182 of allowance for long-term notes receivable. Included in Total costs and expenses line.
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