-----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, PAZCM7nBJuzhvX6D4NwOwEq4KtSZ2eX/mxr2fkipENB0DA1LiYRdd18zWBILZ8BA G6Cn+abghFftCnA0yZ211g== 0000930661-01-501392.txt : 20010804 0000930661-01-501392.hdr.sgml : 20010804 ACCESSION NUMBER: 0000930661-01-501392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010802 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: 1934 Act SEC FILE NUMBER: 001-15699 FILM NUMBER: 1695986 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): July 31, 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 July 31, 2001, announcing Concentra Operating Corporation's financial results for the quarter ended June 30, 2001. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of the Registrant dated July 31, 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: July 31, 2001 INDEX TO EXHIBITS EXHIBIT NUMBER 99.1 Press Release of the Registrant dated July 31, 2001 EX-99.1 3 dex991.txt PRESS RELEASE DATED JULY 31, 2001 EXHIBIT 99.1 [LOGO] 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 REPORTS SECOND QUARTER RESULTS ADDISON, Texas, July 31, 2001 - Concentra Operating Corporation ("Concentra") today announced financial results for the second quarter and six- month period ended June 30, 2001. The Company reported $37,527,000 in EBITDA for the quarter, which represented a 12% increase over the prior year. Revenue for the second quarter increased 11% to $211,924,000 compared with $190,348,000 for the same period last year. Operating income increased 16% to $26,938,000 versus $23,216,000 for the second quarter of 2000. Net income for the quarter totaled $7,731,000 compared with $1,144,000 in the year-earlier period. Revenue for the first half of 2001 increased 10% to $410,007,000 compared with $371,444,000 for the same period during the prior year. Operating income increased 15% to $45,705,000 versus $39,585,000 for the first half of 2000. Net income for the first six months of 2001 was $3,409,000 compared with $2,212,000 in the year-earlier period. 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 12% to $37,527,000 in the second quarter of 2001 versus $33,478,000 in the same quarter last year. For the first half of 2001, EBITDA increased to $66,551,000 from $59,664,000 during the prior year, which also represented an increase of 12%. Commenting on the announcement, Daniel J. Thomas, President and Chief Executive Officer of Concentra, said, "Our financial results for the second quarter reflect solid expansion in all aspects of our business. I'm particularly pleased that despite the effect of the nationwide slowdown in new employment on our visit trends, our Health Services division nevertheless produced solid overall growth. Total revenue increased by 9% and our gross profit grew by 12% in this line of business as compared to the prior year. These results reflect the benefits of increases in the average rate per visit, an expansion in the number of health centers and good management of our expenses. Our Network Services segment also produced exceptional results during the quarter. Significant increases in our traditional out-of-network bill review services contributed greatly to these strong results. I also continue to be encouraged by the revenue and earnings growth we've been achieving in our Care Management Services segment during this year. For the quarter and the year to date, we've been able to demonstrate a profitable expansion of this line of business and have benefited financially from its complementary nature to our other two service lines." -MORE- Concentra Announces Second Quarter Results Page 2 July 31, 2001 As of June 30, 2001, Concentra Health Services operated 228 occupational health centers across 70 markets in 32 states. During the second quarter, Concentra continued to generate significant operating cash flow compared with the prior year, allowing the Company to repay all of the $17,000,000 in borrowings that were outstanding under its $100,000,000 revolving credit facility as of March 31, 2001. For the six months ending June 30, 2001, Concentra produced $30,324,000 in positive cash flow from operations compared with $9,001,000 during the first half of the prior year. 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. A public, listen-only simulcast of Concentra's second quarter conference call will begin at 9:00 a.m. Eastern Daylight Time tomorrow (August 1, 2001) and may be accessed via the Company's web site, concentra.com. Investors are invited ------------- to access the call at least 15 minutes before the start time in order to complete a brief registration form and receive an entry password. Listening via the Internet requires Windows Media Player Version 7, which may be downloaded free of charge from the Company's website. An online replay will be available shortly after the conclusion of the live broadcast using the same link and will continue through September 1, 2001. 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 Second Quarter Results Page 3 July 31, 2001 CONCENTRA OPERATING CORPORATION a wholly owned subsidiary of CONCENTRA INC. Unaudited Consolidated Statements of Operations (in thousands)
Three Months Ended Six Months Ended June 30, June 30, ------------------- ------------------- 2001 2000 2001 2000 -------- -------- -------- -------- REVENUE: Health Services $112,319 $103,004 $215,996 $197,264 Network Services 45,331 38,862 87,676 79,781 Care Management Services 54,274 48,482 106,335 94,399 -------- -------- -------- -------- Total revenue 211,924 190,348 410,007 371,444 COST OF SERVICES: Health Services 86,684 80,113 172,110 157,108 Network Services 27,301 24,929 53,548 50,376 Care Management Services 47,264 42,186 92,559 83,986 -------- -------- -------- -------- Total cost of services 161,249 147,228 318,217 291,470 -------- -------- -------- -------- Total gross profit 50,675 43,120 91,790 79,974 General and administrative expenses 19,924 16,246 38,595 33,165 Amortization of intangibles 3,813 3,658 7,490 7,224 -------- -------- -------- -------- Operating income 26,938 23,216 45,705 39,585 Interest expense, net 16,753 17,595 33,663 33,736 Loss (gain) on fair value of hedging arrangements (3,646) 2,483 3,080 946 Other, net 298 73 305 (123) -------- -------- -------- -------- Income before income taxes 13,533 3,065 8,657 5,026 Provision for income taxes 5,802 1,921 5,248 2,814 -------- -------- -------- -------- Net income $ 7,731 $ 1,144 $ 3,409 $ 2,212 ======== ======== ======== ========
Prior-year revenue and cost of services have been reclassified to conform to the Company's current reporting of business segments. -MORE- Concentra Reports Second Quarter Results Page 4 July 31, 2001 CONCENTRA OPERATING CORPORATION a wholly owned subsidiary of CONCENTRA INC. Consolidated Balance Sheets (in thousands)
June 30, December 31, 2001 2000 ------------ ------------ (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,280 $ 6,549 Accounts receivable, net 173,652 160,418 Prepaid expenses and other current assets 28,232 24,679 ------------ ------------ Total current assets 207,164 191,646 PROPERTY AND EQUIPMENT, NET 108,545 109,110 GOODWILL AND OTHER INTANGIBLE ASSETS, NET 331,697 323,162 OTHER ASSETS 29,957 32,937 ------------ ------------ $ 677,363 $ 656,855 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Revolving credit facilities $ -- $ -- Current portion of long-term debt 4,288 5,228 Accounts payable and accrued expenses 82,958 70,189 ------------ ------------ Total current liabilities 87,246 75,417 LONG-TERM DEBT 555,163 556,334 LONG-TERM DEFERRED TAX AND OTHER LIABILITIES 50,438 51,589 FAIR VALUE OF HEDGING ARRANGEMENTS 12,666 9,586 STOCKHOLDER'S EQUITY (DEFICIT) (28,150) (36,071) ------------ ------------ $ 677,363 $ 656,855 ============ ============
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