-----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, CAF9o5JoZcjvDBT8zRPfzA9XVbIKHWR4J64jOVazk/ak0s2cxuzAvq22UcAT82x4 MHLTPgDjFfssb68mCtLWFQ== 0000930661-01-500689.txt : 20010518 0000930661-01-500689.hdr.sgml : 20010518 ACCESSION NUMBER: 0000930661-01-500689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010508 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCENTRA OPERATING CORP CENTRAL INDEX KEY: 0001098690 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 752822620 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15699 FILM NUMBER: 1642176 BUSINESS ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 9723648000 MAIL ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 8-K 1 d8k.txt FORM 8-K 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): May 8, 2001 ___________________ CONCENTRA OPERATING CORPORATION (Exact name of Registrant as specified in its charter) Nevada 001-15699 75-2822620 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 5080 Spectrum Drive Suite 400 - West Tower 75001 Addison, Texas (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (972) 364-8000 Not Applicable (former address if changed since last report) Item 5. Other Events See the press release attached hereto as Exhibit 99.1 dated May 8, 2001, announcing Concentra Operating Corporation's financial results for the quarter ended March 31, 2001. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of the Registrant dated May 8, 2001 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 thereunto duly authorized. CONCENTRA OPERATING CORPORATION (Registrant) By: /s/ Richard A. Parr II ------------------------------------ Name: Richard A. Parr II Title: Executive Vice President, General Counsel & Secretary Date: May 17, 2001 INDEX TO EXHIBITS EXHIBIT NUMBER 99.1 Press Release of the Registrant dated May 8, 2001 EX-99.1 2 dex991.txt PRESS RELEASE EXHIBIT 99.1 Contacts: Daniel J. Thomas Thomas E. Kiraly President and Executive Vice President and Chief Executive Officer Chief Financial Officer (972) 364-8111 (972) 364-8217 CONCENTRA OPERATING CORPORATION ANNOUNCES FIRST QUARTER RESULTS ADDISON, Texas, May 8, 2001 - Concentra Operating Corporation ("Concentra") today announced financial results for the first quarter ended March 31, 2001. The Company reported $29,024,000 in EBITDA, which represented an 11% increase over the prior year. Revenue for the first quarter was $198,083,000 compared with $181,096,000 for the same period last year, representing an increase of 9%. Operating income increased 15% to $18,767,000 versus $16,369,000 for the first quarter of the prior year. Earnings before interest, taxes, depreciation and amortization ("EBITDA"), as computed in a manner consistent with the definition set forth in the Company's $190 million Series A Senior Subordinated Notes, increased to $29,024,000 in the first quarter of 2001 versus $26,186,000 reported for the comparable period in 2000. Commenting on the announcement, Daniel J. Thomas, President and Chief Executive Officer of Concentra, said, "We are pleased to report solid increases in revenue and cash flow during the first quarter. While Health Services, our largest business, continues to provide a solid foundation for Concentra's growth, we are equally encouraged by the positive trends occurring in our other lines of business. In particular, we have witnessed renewed expansion in Care Management Services following a period of stabilization in 2000, and we are beginning to see the payoff from the technology investments we have made in Network Services through increased revenues and a stronger pipeline of new business opportunities. We believe this more balanced growth reflects the initial results of our efforts to better integrate our resources, information systems and product lines." Thomas pointed out that the first quarter performance of Concentra's Health Services division was notable from several standpoints. During the quarter, despite a slow-down in the growth of non-injury related visits associated with a national decrease in hiring rates, this unit nevertheless demonstrated overall visit and revenue growth. Same-market revenue for Health Services rose 6.7% in the first quarter, reflecting both an increase in visits and revenue per visit. Approximately 49.7% of Health Services' first quarter visits involved injury care, up from 49.0% in the same period last year. -MORE- Concentra Reports First Quarter Results Page 2 May 8, 2001 Health Services also completed a significant acquisition during the quarter which expanded its operations into a new state. In March 2001, Concentra Health Services acquired the assets of Industrial Health Care Company ("IHC"), a privately held operator of seven occupational health centers and several on-site offices for large employers located throughout the state of Connecticut. IHC was the largest operator of such facilities in Connecticut, generating annual patient visits in excess of 157,000. This acquisition gave Concentra an immediate and substantial presence throughout the state of Connecticut, a new market for Concentra Health Services, and provides an attractive platform to support the Company's long-term growth plans for the region. Concentra ended the first quarter of 2001 with 224 occupational health centers across 69 markets in 32 states. During the quarter, the Company generated significantly increased operating cash flows as compared to the prior year. For the quarter ending March 31, 2001, Concentra produced $4,612,000 in positive cash flow from operations as compared to a $15,044,000 use of operating cash flows during the same period last year. This strong cash flow was primarily a result of increased earnings and improved working capital management, and reflected a decrease in the number of Days Sales Outstanding from 79 at the end of 2000 to 75 at the end of the first quarter of 2001. Due to seasonal working capital demands and the Health Services acquisition completed in the first quarter, Concentra had $17,000,000 in outstanding borrowings under its $100,000,000 revolving credit facility at March 31, 2001. Concentra Operating Corporation, the successor to and a wholly owned subsidiary of Concentra Inc., is the comprehensive outsource solution for containing healthcare and disability costs. Serving the occupational, auto and group healthcare markets, Concentra provides employers, insurers and payors with a series of integrated services which include employment-related injury and occupational health care, in-network and out-of-network medical claims review and re-pricing, access to specialized preferred provider organizations, first notice of loss services, case management and other cost containment services. This press release contains certain forward-looking statements, which the Company is making in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that the Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the potential adverse impact of governmental regulation on the Company's operations, interruption in its data processing capabilities, operational financing and strategic risks related to the Company's capital structure and growth strategy, possible fluctuations in quarterly and annual operations, possible legal liability for adverse medical consequences, competitive pressures, adverse changes in market conditions for the Company's services, and dependence on key management personnel. Additional factors include those described in the Company's filings with the Securities and Exchange Commission. -MORE- Concentra Reports First Quarter Results Page 3 May 8, 2001 CONCENTRA OPERATING CORPORATION a wholly owned subsidiary of CONCENTRA INC. Unaudited Consolidated Statements of Operations (in thousands) Three Months Ended March 31, -------------------- 2001 2000 --------- -------- REVENUE: Health services $ 103,677 $ 94,260 Network services 42,345 40,919 Care management services 52,061 45,917 --------- -------- Total revenue 198,083 181,096 COST OF SERVICES: Health services 85,426 76,995 Network services 26,247 25,447 Care management services 45,295 41,800 --------- -------- Total cost of services 156,968 144,242 --------- -------- Total gross profit 41,115 36,854 General and administrative expenses 18,671 16,919 Amortization of intangibles 3,677 3,566 --------- -------- Operating income 18,767 16,369 Interest expense, net 16,910 16,141 Loss (gain) on fair value of hedging arrangements 6,726 (1,537) Other, net 7 (196) --------- -------- Income (loss) before income taxes (4,876) 1,961 Provision (benefit) for income taxes (554) 893 --------- -------- Net income (loss) $ (4,322) $ 1,068 ========= ======== Prior-year revenue and cost of services have been reclassified to conform to the Company's current reporting of business segments -MORE- Concentra Reports First Quarter Results Page 4 May 8, 2001 CONCENTRA OPERATING CORPORATION a wholly owned subsidiary of CONCENTRA INC. Consolidated Balance Sheets (in thousands) March 31, December 31, 2001 2000 ------------ ------------ (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,084 $ 6,549 Accounts receivable, net 165,586 160,418 Prepaid expenses and other current assets 26,198 24,679 ------------ ------------ Total current assets 197,868 191,646 PROPERTY AND EQUIPMENT, NET 109,293 109,110 GOODWILL AND OTHER INTANGIBLE ASSETS, NET 333,479 323,162 OTHER ASSETS 32,773 32,937 ------------ ------------ $ 673,413 $ 656,855 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Revolving credit facilities $ 17,000 $ -- Current portion of long-term debt 5,208 5,228 Accounts payable and accrued expenses 65,740 70,189 ------------ ------------ Total current liabilities 87,948 75,417 LONG-TERM DEBT 555,273 556,334 DEFERRED INCOME TAXES AND OTHER LIABILITIES 51,447 51,589 FAIR VALUE OF HEDGING ARRANGEMENTS 16,312 9,586 STOCKHOLDER'S EQUITY (DEFICIT) (37,567) (36,071) ------------ ------------ $ 673,413 $ 656,855 ============ ============ -END- -----END PRIVACY-ENHANCED MESSAGE-----