UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 15, 2005
BEVERLY ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9550 62-1691861
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
One Thousand Beverly Way
Fort Smith, Arkansas 72919
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (479) 201-2000
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)
[X] 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.
On March 15, 2005, Beverly Enterprises, Inc. (the "Company") issued a press
release with financial statements and schedules that are attached hereto as
exhibit 99.1. In the press release, the Company announced financial and
operating results for the quarter and year ended December 31, 2004.
The attached press release includes, among other things, references to the
Company's performance in terms of EBITDA, which the Company defines as earnings
from continuing operations before interest expense (including costs related to
early extinguishments of debt), interest income, income taxes, depreciation and
amortization. EBITDA margin is EBITDA as a percentage of revenues. EBITDA is
commonly used by the Company's lenders and investors to assess its leverage
capacity, debt service ability and liquidity, and the Company uses EBITDA to
evaluate financial performance and to design incentive compensation for
management. EBITDA is not considered a measure of financial performance under
U.S. generally accepted accounting principles ("GAAP"), and the items excluded
from EBITDA are significant components in understanding and assessing the
Company's financial performance. EBITDA should not be considered as an
alternative to net income, cash flows provided by or used in operating,
investing or financing activities or other financial statement data presented in
the Company's consolidated financial statements as an indicator of financial
performance or liquidity. Since EBITDA is not a measure determined in accordance
with GAAP and is thus susceptible to varying calculations, EBITDA, as presented,
may not be comparable to other similarly titled measures of other companies.
EBITDA has limitations as an analytical tool, and you should not consider
it in isolation or as a substitute for analysis of the Company's results as
reported under GAAP. Some of these limitations are:
o EBITDA does not reflect the Company's cash expenditures, or future
requirements, for capital expenditures or contractual commitments;
o EBITDA does not reflect changes in, or cash requirements for, the
Company's working capital needs;
o EBITDA does not reflect interest expense, or the cash requirements
necessary to service interest or principal payments, on the Company's
debt; and
o although depreciation and amortization are non-cash charges, the
assets being depreciated and amortized will often have to be replaced
in the future, and EBITDA does not reflect any cash requirements for
such replacements.
Because of these limitations, EBITDA should not be considered as a measure
of discretionary cash available to the Company to invest in the growth of its
business. The Company compensates for these limitations by relying primarily on
its GAAP results and using EBITDA only supplementally.
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Item 9.01 Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Exhibits
Exhibit No. Exhibit
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99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 15, 2005 BEVERLY ENTERPRISES, INC.
By: /s/ Pamela H. Daniels
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Name: Pamela H. Daniels
Title: Senior Vice President, Controller
and Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release
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