-----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, IdNAaDz2OB/Ce9BYrmUvthi5thGKVD3g+46346t1srxI9EY/e8892LBvYwFR/Go5 MZVF0euucj6QJM2ONJ3qLQ== 0001299933-06-006860.txt : 20061026 0001299933-06-006860.hdr.sgml : 20061026 20061026081722 ACCESSION NUMBER: 0001299933-06-006860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10858 FILM NUMBER: 061164298 BUSINESS ADDRESS: STREET 1: 333 N. SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604-2617 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: P.O. BOX 10086 CITY: TOLEDO STATE: OH ZIP: 43699-0086 FORMER COMPANY: FORMER CONFORMED NAME: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 8-K 1 htm_15789.htm LIVE FILING Manor Care, Inc. (Form: 8-K)  

 


UNITED STATES
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):   October 26, 2006

Manor Care, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-10858 34-1687107
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
333 N. Summit Street, Toledo, Ohio   43604-2617
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   419-252-5500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

The following information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

On October 26, 2006, Manor Care, Inc. issued a news release to report its financial results for the third quarter of 2006. A copy of this press release is filed herewith as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

99.1 Press Release dated October 26, 2006 issued by Manor Care, Inc.






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.

         
    Manor Care, Inc.
          
October 26, 2006   By:   Steven M. Cavanaugh
       
        Name: Steven M. Cavanaugh
        Title: Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated October 26, 2006 issued by Manor Care, Inc.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1
ManorCare
News Release

For Immediate Release

Contact:
Steven M. Cavanaugh, Chief Financial Officer
419/252-5601
e-mail scavanaugh@hcr-manorcare.com

Manor Care Reports Third-Quarter Earnings

Board Declares Quarterly Dividend of 16 Cents per Common Share

TOLEDO, Ohio, October 26, 2006 — Manor Care, Inc. (NYSE:HCR) today announced third-quarter earnings per share of 60 cents per diluted share on net income of $47 million. This compares to 60 cents per diluted share in the 2005 third quarter, which included the positive impact of certain unusual items that produced a net gain of about 8 cents per share. Revenues of $916 million were up 9 percent from $840 million in the prior-year quarter.

For the nine months, revenues were $2.68 billion, and net income was $117 million, or $1.48 per diluted share, which includes some unusual items in the first quarter.

Manor Care’s Board of Directors declared a quarterly cash dividend on the company’s common stock of 16 cents per share. The dividend is payable on November 20, 2006 to shareholders of record on November 6, 2006.

“Our excellent earnings performance this quarter was driven by continuing strong operating fundamentals and solid cost controls,” said Paul A. Ormond, Manor Care chairman, president and CEO. “By expanding our capabilities to care for those with complex medical and rehabilitation needs and helping them return home, we have driven census in our skilled nursing centers in 2006 to its highest level in more than a decade. We have focused on meeting the needs of our patients and their families and have achieved an enviable record of success in meeting patients’ outcome goals, in a very cost-effective setting. This focus has gained us an increasing mix of Medicare

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and managed care/insurance revenues. During the 2006 third quarter, our census remained near its historical high, as did our quality mix of Medicare, managed care/insurance and private pay revenues. Census and quality mix were both approximately 100 basis points higher than in the 2005 third quarter.

“Our hospice and home care business continued on a strong growth path, building on the respected foundation of our skilled nursing business. Revenues rose 29 percent over the previous-year quarter, and now have an annual run rate of more than $500 million. We have parlayed a balance of organic growth and selective acquisitions into an organization comprising 114 offices in 25 states, making us the third largest provider of hospice care in the U.S. and one of the top 10 providers of home care.”

During the third quarter, the federal government withheld industry providers’ Medicare reimbursement payments for the last nine days of September, which limited Manor Care’s operating cash flow in the quarter to $6 million. But reimbursement of approximately $65 million related to this time period was made by the government in the first week of October. This made the normalized operating cash flow for the quarter consistent with the levels recorded in the first two quarters of 2006, which totaled approximately $150 million for the six months.

During the third quarter, Manor Care also completed the expansion of nine skilled nursing centers. Thirty nursing center expansions, including 18 related to expanding physical rehabilitation space and capabilities, are ongoing. Four new skilled nursing centers are under construction.

“Emphasizing fundamentals has led to increased census and a higher-revenue patient mix in 2006,” Mr. Ormond said. “It has enabled us to generate the cash to finance our growth, reinvest in our assets, buy back shares of our stock, pay a significant dividend and generally enhance shareholder value. At the same time, we have managed our costs so that annual percentage increases have remained in a targeted range. We are pleased that our results in the 2006 third quarter maintained the trend of strong census, and we look forward to continuing to benefit from our strong

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operating fundamentals.”

At 9:00 a.m. Eastern Time today, Manor Care will hold a conference call to discuss the company’s results and performance for the 2006 third quarter. The toll-free number for the call is 1-888-634-8435. Callers to this number will be able to listen to the company’s discussion and have the opportunity to ask questions. The call will also be webcast live in the Investor Information section of Manor Care’s website http://www.hcr-manorcare.com. For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the live call. To access the rebroadcast, dial 1-800-642-1687. The conference ID number is 7669413. This rebroadcast will be available until midnight, October 31. A recording of the call will also be available on Manor Care’s website for 90 days.

Manor Care, Inc., through its operating group HCR Manor Care, is a leading provider of short-term post-acute and long-term care. The company’s nearly 60,000 employees provide high-quality care for patients and residents through a network of more than 500 skilled nursing centers, assisted living facilities, outpatient rehabilitation clinics, and hospice and home health care offices. Alliances and other ventures supply high-quality pharmaceutical products and management services for professional organizations. The company operates primarily under the respected Heartland, ManorCare Health Services and Arden Courts names. Manor Care is committed to being the preeminent care provider in the industry. Shares are traded on the New York Stock Exchange under the ticker symbol HCR.

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such forward-looking statements reflect management’s beliefs and assumptions and are based on information currently available to management. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the company to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings

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made by the company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.

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Manor Care, Inc.
Consolidated Statements of Income (unaudited)

                                 
    Three months ended September 30,   Nine months ended September 30,
    2006   2005   2006   2005
            (In thousands, except per share amounts)        
Revenues
  $ 915,515   $ 840,279   $ 2,679,024   $ 2,553,240
Expenses
                               
Operating
  752,495   688,154   2,211,511   2,116,525
General and administrative
  45,437   39,673   141,334   116,619
Depreciation and amortization
  36,732   34,592   108,820   103,668
Asset impairment
    2,451   11,082   2,451
 
                               
 
  834,664   764,870   2,472,747   2,339,263
 
                               
Income before other income (expenses) and
                               
income taxes
  80,851   75,409   206,277   213,977
Other income (expenses):
                               
Interest expense
  (8,749 )   (11,026 )   (23,668 )   (31,358 )
Early extinguishment of debt
    (4,053 )     (4,053 )
Gain (loss) on sale of assets
  (125 )   17,296   (284 )   17,505
Equity in earnings of affiliated companies
  971   1,276   4,558   4,099
Interest income and other
  203   1,635   1,431   2,708
 
                               
Total other income (expenses), net
  (7,700 )   5,128   (17,963 )   (11,099 )
 
                               
Income before income taxes
  73,151   80,537   188,314   202,878
Income taxes
  26,649   30,350   69,256   74,249
 
                               
Income before cumulative effect
  46,502   50,187   119,058   128,629
Cumulative effect of change in accounting principle, net of tax
      (2,476 )  
 
                               
Net income
  $ 46,502   $ 50,187   $ 116,582   $ 128,629
 
                               
Earnings per share — basic:
                               
Income before cumulative effect
  $ 0.63   $ 0.61   $ 1.56   $ 1.52
Cumulative effect
      (0.03 )  
 
                               
Net income
  $ 0.63   $ 0.61   $ 1.53   $ 1.52
 
                               
Earnings per share — diluted:
                               
Income before cumulative effect
  $ 0.60   $ 0.60   $ 1.51   $ 1.49
Cumulative effect
      (0.03 )  
 
                               
Net income
  $ 0.60   $ 0.60   $ 1.48   $ 1.49
 
                               
Weighted-average shares:
                               
Basic
  73,833   81,699   76,326   84,737
Diluted
  77,386   83,651   78,887   86,482
Cash dividends declared per common share
  $ 0.16   $ 0.15   $ 0.48   $ 0.45

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Manor Care, Inc.
Condensed Consolidated Balance Sheets (unaudited)

                 
    September 30,   December 31,
    2006   2005
    (In thousands)
Cash
  $ 15,299     $ 12,293  
Other current assets
    627,942       519,036  
Property and equipment
    1,483,989       1,484,475  
Other
    347,343       323,430  
 
               
Total assets
  $ 2,474,573     $ 2,339,234  
 
               
Current liabilities
  $ 474,955     $ 449,736  
Current portion of long-term debt
    44,220       25,435  
Long-term debt
    956,209       707,666  
Other long-term liabilities
    383,082       382,674  
Shareholders’ equity
    616,107       773,723  
 
               
Total liabilities and shareholders’ equity
  $ 2,474,573     $ 2,339,234  
 
               
Shares outstanding
    73,944       78,729  
YTD shares repurchased $270.6 million
    5,818          

Selected Statistics (unaudited)

                 
    Quarter ended September 30,
    2006   2005
Occupancy
    89 %     88 %
Revenue allocation:
               
Private and other
    33 %     33 %
Medicare
    39 %     38 %
Medicaid
    28 %     29 %
Quality Mix
    72 %     71 %
Per Diems:
               
Private and other (excluding assisted living)
  $ 227.02     $ 213.70  
Private and other (assisted living)
  $ 123.05     $ 118.08  
Medicare
  $ 383.16     $ 361.13  
Medicaid
  $ 153.13     $ 146.49  
Number of Facilities:
               
Skilled nursing facilities
    276       276  
Assisted living facilities:
               
Springhouses
    11       11  
Arden Courts
    54       54  
 
               
Total
    65       65  
 
               
Number of Beds:
               
Skilled nursing facilities
    37,941       37,942  
Assisted living facilities
    5,080       5,080  
Outpatient therapy clinics
    91       91  
Hospice and home health offices
    114       99  
Skilled nursing facility wage rate increases
               
third quarter 2006 to 2005
    4 %        
Cash flow from operations (in millions)
  $ 6     $ 140  
Capital Expenditures (in millions):
               
Maintenance and renovations
  $ 24     $ 25  
New construction
  $ 14     $ 8  

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