-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTmsw8IpR8oCBMrusk141M6Sws3/s8r4I44G3+4aY+eow6TCZzwq8Fg9ghS6thLi NtuVYeSIj46KreJsTcjV/w== 0000950152-99-000712.txt : 19990209 0000950152-99-000712.hdr.sgml : 19990209 ACCESSION NUMBER: 0000950152-99-000712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990208 ITEM INFORMATION: FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10858 FILM NUMBER: 99523403 BUSINESS ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 8-K 1 HCR MANOR CARE, INC. CURRENT REPORT FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 1999 HCR MANOR CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-10858 34-1687107 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One SeaGate, Toledo, Ohio 43604-2616 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 252-5500 2 Item 5. Other events In the 4th quarter of 1998, HCR Manor Care amended the terms of the voting rights of the Company's convertible preferred stock investment in In Home Health, Inc. (IHHI). The amendment of the preferred stock rights along with changes related to controlling interest resulted in the de-consolidation of IHHI for reporting purposes. The Company did not change its ownership interest in IHHI's common stock or preferred stock. The Company's investment in IHHI, retroactive to January 1, 1998, is now recorded based on the equity method of accounting. Due to the de-consolidation in 1998, the individual income statement line items are not comparative to prior years, however, there is no effect on net income (loss). IHHI's revenues of $26 million and $110 million for the three months and year ended December 31, 1997, respectively, and operating expenses of $30 million and $126 million for the same periods, respectively, continue to be included in the Company's results for 1997. Also, the Company elected to adopt Statement of Position 98-5, "Reporting on the Costs of Start-up Activities," as of January 1, 1998. This Statement requires costs related to start-up activities to be expensed when incurred. The after-tax cumulative effect of this adoption was $5.6 million. The effect of these items required the Company to restate its first three reported quarters for 1998 which restatement is reflected in this document. 3 RESTATED QUARTERLY INFORMATION CONSOLIDATED STATEMENTS OF INCOME (unaudited)
3rd Quarter 2nd Quarter 1st Quarter 1998 1998 1998 ---- ---- ---- (In thousands, except earnings per share) Revenues $ 557,386 $ 545,393 $ 551,149 Expenses: Operating 428,085 430,430 423,314 General and administrative 22,027 24,492 27,778 Depreciation and amortization 31,270 29,829 28,383 Provision for restructuring charge, merger expenses, asset impairment and other related charges 240,655 13,500 --------------- --------------- --------------- 722,037 498,251 479,475 --------------- --------------- --------------- Income (loss) from continuing operations before other income (expenses) and income taxes (164,651) 47,142 71,674 Other income (expenses): Interest expense (11,942) (11,447) (10,675) Minority interest (55) (161) (123) Equity in earnings of affiliated companies 1,421 1,361 1,257 Interest income and other 4,962 2,652 2,984 Gain on conversion of Vitalink stock 99,769 Interest income from advances to discontinued lodging segment (901) --------------- --------------- --------------- 94,155 (7,595) (7,458) --------------- --------------- --------------- Income (loss) from continuing operations before income taxes (70,496) 39,547 64,216 Income taxes 12,449 13,066 21,735 --------------- --------------- --------------- Income (loss) from continuing operations (82,945) 26,481 42,481 Discontinued operations: Income from discontinued pharmacy operations (net of taxes) 153 3,521 4,370 --------------- --------------- --------------- Income (loss) before extraordinary item and cumulative effect (82,792) 30,002 46,851 Extraordinary item (net of taxes) (19,036) Cumulative effect of change in accounting principle (net of taxes) (5,640) --------------- --------------- --------------- Net income (loss) $ (101,828) $ 30,002 $ 41,211 =============== =============== =============== Earnings per share - basic Income (loss) from continuing operations $ (.76) $ .24 $ .39 Income from discontinued pharmacy operations (net of taxes) .03 .04 Extraordinary item (net of taxes) (.18) Cumulative effect (net of taxes) (.05) --------------- --------------- --------------- Net income (loss) $ (.94) $ .28* $ .38 =============== =============== =============== Earnings per share - diluted Income (loss) from continuing operations $ (.76) $ .24 $ .38 Income from discontinued pharmacy operations (net of taxes) .03 .04 Extraordinary item (net of taxes) (.18) Cumulative effect (net of taxes) (.05) --------------- --------------- --------------- Net income (loss) $ (.94) $ .27 $ .37 =============== =============== =============== Weighted average shares: Basic 108,475 108,296 108,175 Diluted 108,475 111,007 111,165 *Doesn't add due to rounding
4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HCR MANOR CARE, INC (Registrant) Date: February 8, 1999 By:/s/ Geoffrey G. Meyers ---------------------- Geoffrey G. Meyers, Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----