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): May 8, 2007

CONCENTRA OPERATING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-15699	75-2822620
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5080 Spectrum Drive Suite 1200 - West Tower Addison, Texas	75001
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 364-8000

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.

On May 8, 2007, Concentra Operating Corporation (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2007. A copy of this press release is being furnished as Exhibit 99.1 to this report.

Limitation on Incorporation by Reference.

In accordance with general instruction B.2 of Form 8-K, the information in this report furnished pursuant to Item 2.02 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933.

Item 8.01. Other Events.

On May 8, 2007, the Registrant issued a press release announcing that its parent, Concentra Inc. ("Concentra"), is considering an offer to exchange $185,000,000 in aggregate principal amount of a new series of senior subordinated notes of the Registrant’s newly formed, wholly-owned subsidiary, Viant Holdings, Inc., plus a cash amount in exchange for the Registrant’s $155,000,000 in aggregate principal amount of 9 ¹/8% Senior Subordinated Notes due 2012 and $180,000,000 in aggregate principal amount of 9 ¹/2% Senior Subordinated Notes due 2010. Concentra is considering the exchange offer in connection with the contemplated separation of its two principal operating segments, Health Services and Network Services. In accordance with Rule 135(c) of the Securities Act, a copy of this press release is being filed as Exhibit 99.2 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Registrant dated May 8, 2007 announcing quarterly results.

99.2 Press Release of the Registrant dated May 8, 2007 announcing contemplated debt exchange offer and separation of business units.

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.

CONCENTRA OPERATING CORPORATION
(Registrant)
By:	/s/ Mark A. Solls
Name:	Mark A. Solls
Title:	Executive Vice President, General Counsel and Corporate Secretary

Date: May 8, 2007

INDEX TO EXHIBITS

EXHIBIT NUMBER
99.1	Press Release of the Registrant dated May 8, 2007 announcing quarterly results.
99.2	Press Release of the Registrant dated May 8, 2007 announcing contemplated debt exchange offer and separation of business units.

EX-99.1

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 REPORTS FIRST QUARTER RESULTS

ADDISON, Texas, May 8, 2007 – Concentra Operating Corporation (“Concentra Operating” or the “Company”) today announced its results for the first quarter ended March 31, 2007. Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“Adjusted EBITDA”) grew by 15% in the quarter to $44,990,000 from $39,011,000, which was reported for the same period in 2006. Concentra Operating computes Adjusted EBITDA in the manner prescribed by its bond indentures, and a reconciliation of Adjusted EBITDA to net income is provided within this press release.

For the first quarter, the Company reported that revenue for the quarter increased 6% to $248,911,000 from $234,180,000 in the year-earlier period. Operating income was $25,148,000 in the first quarter, reflecting a 13% increase from $22,192,000 reported in the same period last year. Income from continuing operations increased 28% to $7,988,000 in the first quarter of 2007 from $6,251,000 in the year-earlier period. Net income, including loss from discontinued operations, declined 6% in the first quarter to $5,504,000 from $5,834,000 in the first quarter of 2006.

The Company also announced that its parent, Concentra Inc. (“Concentra”), plans to separate its two remaining principal operating segments – Health Services and Network Services – into two companies. As a part of the separation plan, Concentra Operating has formed a new wholly owned subsidiary, Viant Holdings, Inc. (“Viant”), which will acquire and independently operate Concentra’s Group Health Network Services business. Concentra will distribute to its shareholders the common shares of Viant to accomplish the separation. Daniel J. Thomas, the current President and Chief Executive Officer of Concentra, will lead Viant as its Chief Executive Officer and Thomas J. Bartlett will serve as its President.

In connection with the separation plan, Concentra Operating will be merged with and into Concentra, which will then continue as the parent company for its Health Services business. Concentra also will retain its Auto Injury Solutions business. In addition to its other existing senior officers, Concentra will be led by James M. Greenwood, who will become its Chief Executive Officer, and W. Keith Newton, who will be President and Chief Operating Officer. Daniel J. Thomas will serve as Non-executive Chairman of the Board of Concentra.

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Concentra Reports First Quarter Results

Page 2

May 8, 2007

Commenting on the first quarter results, Daniel J. Thomas, Concentra’s President and Chief Executive Officer, said, “We are pleased with our strong first quarter results, particularly those provided by our health services business, which contributed significantly to the increases we experienced in both revenues and earnings. A higher-than-anticipated level of workers’ compensation-related care, together with other initiatives, helped produce a solid performance for this division. These results reflect a good start to the new year, especially in light of the recent sale of our workers’ compensation managed care services business units and the proposed corporate restructuring. I am very proud of the dedication and focus demonstrated by my Concentra colleagues. I look forward to maintaining the momentum generated during the first quarter and continuing the Company’s progress throughout 2007.”

In early April, Concentra Operating announced that it had completed the sale of its workers’ compensation managed care services business units to Maryland-based Coventry Health Care, Inc. for $387,500,000. The transaction resulted in net after-tax proceeds to Concentra Operating of approximately $273,263,000, of which $260,312,000 was used to prepay a portion of its senior-term indebtedness. Following this prepayment, Concentra Operating has $204,660,000 of senior term indebtedness outstanding.

Concentra Operating completed the first quarter of 2007 with $89,080,000 in unrestricted cash and investments and no outstanding borrowings under its revolving credit facility. The Company also currently anticipates it will not be required to remit income taxes incurred on its gain related to the Coventry transaction until September. Concentra’s days sales outstanding were 50 as compared to 52 in the same period last year.

Concentra Operating Corporation, a wholly owned subsidiary of Concentra Inc., is dedicated to improving the quality of life by making healthcare accessible and affordable. Serving the occupational, auto and group healthcare markets, Concentra provides employers, insurers and payors with a series of integrated services that include employment-related injury and occupational healthcare, urgent care services, in-network and out-of-network medical claims review and repricing, access to preferred provider organizations and other cost containment services. Concentra provides its services to approximately 220,000 employer locations and more than 1,500 insurance companies, group health plans, third-party administrators and other healthcare payors. The Company currently has 312 health centers located in 40 states.

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Concentra Reports First Quarter Results

Page 3

May 8, 2007

A public, listen-only simulcast of Concentra’s first quarter conference call will begin at 9:00 a.m. Eastern Time tomorrow (May 9, 2007) and may be accessed via the Company’s web site, www.concentra.com. Investors are requested to access the call at least 15 minutes before the scheduled start time in order to complete a brief registration. An online replay using the same link will be available shortly after the conclusion of the live broadcast and will continue through June 9, 2007.

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, changes in nationwide employment and injury rate trends; operational, financing and strategic risks related to the Company’s capital structure, acquisitions, separation transactions and growth strategy; the adverse effects of litigation judgments or settlements; interruption in its data processing capabilities; the potential adverse impact of governmental regulation on the Company’s operations; competitive pressures; adverse changes in market pricing, demand and other conditions relating to the Company’s services; possible fluctuations in quarterly and annual operations; and dependence on key management personnel. Additional factors include those described in the Company’s filings with the Securities and Exchange Commission.

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Concentra Reports First Quarter Results

Page 4

May 8, 2007

CONCENTRA OPERATING CORPORATION

a wholly owned subsidiary of

CONCENTRA INC.

Unaudited Consolidated Statements of Operations

(in thousands)

	Three Months Ended March 31,
	2007		2006
REVENUE:
Health Services	$	199,249	$	184,083
Network Services		49,662		50,097
Total revenue		248,911		234,180
COST OF SERVICES:
Health Services		161,801		153,365
Network Services		23,965		22,283
Total cost of services		185,766		175,648
Total gross profit		63,145		58,532
General and administrative expenses		36,293		35,083
Amortization of intangibles		1,705		1,257
Operating income		25,147		22,192
Interest expense, net		10,855		11,358
(Gain) loss on fair value of economic hedges		80		(265	)
Other, net		1,238		1,156
Income before income taxes		12,974		9,943
Provision for income taxes		4,986		3,692
Income from continuing operations		7,988		6,251
Loss from discontinued operations		2,484		417
Net income	$	5,504	$	5,834

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Concentra Reports First Quarter Results

Page 5

May 8, 2007

CONCENTRA OPERATING CORPORATION

a wholly owned subsidiary of

CONCENTRA INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	March 31, 2007		December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	22,687	$	46,639
Short-term investments		66,393		55,257
Restricted cash and short-term investments		6,617		4,281
Accounts receivable, net		138,376		183,685
Prepaid expenses and other current assets		44,395		44,367
Assets held for sale		59,271		—
Total current assets		337,739		334,229
PROPERTY AND EQUIPMENT, NET		115,485		132,102
GOODWILL AND OTHER INTANGIBLE ASSETS, NET		574,918		638,224
RESTRICTED LONG-TERM INVESTMENTS		2,041		2,008
OTHER ASSETS		27,368		27,158
ASSETS HELD FOR SALE		82,867		—
	$	1,140,418	$	1,133,721
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Revolving credit facility	$	—	$	—
Current portion of long-term debt		526		611
Accounts payable and accrued expenses		136,378		179,772
Liabilities held for sale		42,641		—
Total current liabilities		179,545		180,383
LONG-TERM DEBT, NET		800,122		800,339
DEFERRED INCOME TAXES AND OTHER LIABILITIES		94,998		101,768
LIABILITIES HELD FOR SALE		6,676		—
STOCKHOLDER’S EQUITY		59,077		51,231
	$	1,140,418	$	1,133,721

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Concentra Reports First Quarter Results

Page 6

May 8, 2007

CONCENTRA OPERATING CORPORATION

a wholly owned subsidiary of

CONCENTRA INC.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
	2007			2006
OPERATING ACTIVITIES:
Net income	$	5,504		$	5,834
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property and equipment		7,846			9,636
Amortization of intangibles		1,705			1,354
Restricted stock amortization and equity-based compensation		1,942			2,105
(Gain) loss on change in fair value of economic hedges		80			(265	)
Deferred income taxes		2,679			3,375
Loss on disposal of fixed assets		82			3
Changes in assets and liabilities:
Accounts receivable, net		(10,895	)		(11,693	)
Prepaid expenses and other assets		(6,665	)		(6,061	)
Accounts payable and accrued expenses		1,418			(5,976	)
Net cash (used in) provided by operating activities		3,696			(1,688	)
INVESTING ACTIVITIES:
Purchases of unrestricted short-term investments		(66,136	)		—
Purchases of property, equipment and other assets		(9,099	)		(10,769	)
Acquisitions, net of cash acquired		(4,301	)		(2,679	)
Sales of unrestricted short-term investments		55,000			—
Net cash used in investing activities		(24,536	)		(13,448	)
FINANCING ACTIVITIES:
Borrowings (payments) under the revolving credit facilities, net		—			—
Distributions to minority interests		(2,973	)		(1,113	)
Repayments of debt		(139	)		(3,042	)
Payment of deferred financing costs		—			(46	)
Contribution from the issuance of common stock by parent		—			112
Tax benefit associated with stock options exercised		—			27
Net cash used in financing activities		(3,112	)		(4,062	)
NET INCREASE (DECREASE) IN CASH		(23,952	)		(19,198	)
CASH, BEGINNING OF PERIOD		46,639			65,057
CASH, END OF PERIOD	$	22,687		$	45,859

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Concentra Reports First Quarter Results

Page 7

May 8, 2007

CONCENTRA OPERATING CORPORATION

a wholly owned subsidiary of

CONCENTRA INC.

Unaudited Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

	Three Months Ended March 31,
	2007			2006
Net income	$	5,504		$	5,834
Provision for income taxes		4,986			3,692
Interest expense, net		10,855			11,358
Depreciation expense		7,423			7,601
Amortization of intangibles		1,705			1,257
Amortization of equity-based compensation		1,954			2,031
EBITDA		32,427			31,773
(Gain) loss on fair value of hedging arrangements		80			(265	)
Loss on sale of assets		2,932			—
Transaction costs		3,305			—
Discontinued operations – provision for income taxes		912			205
Discontinued operations – interest expense, net		5,008			5,268
Discontinued operations – depreciation expense		423			2,035
Discontinued operations – amortization of intangibles		86			97
Discontinued operations – amortization of equity-based compensation		(12	)		74
Minority share of depreciation, amortization and interest		(171	)		(176	)
Adjusted EBITDA	$	44,990		$	39,011

Computations of Adjusted Earnings Before Interest Taxes Depreciation and Amortization ("Adjusted EBITDA") have been provided in this press release due to the use of this measure by the holders of the Company’s 9.5% senior subordinated notes and 9.125% senior subordinated notes, and other lenders, for purposes of determining the Company’s performance in light of its debt covenant requirements, which are stated in the Company’s debt agreements as measures that relate to Adjusted EBITDA. Adjusted EBITDA is disclosed because compliance with the liquidity covenants included in these agreements is considered material to the Company. The Company’s computations of this measure may differ from that provided by other companies due to differences in the inclusion or exclusion of items in its computations as compared to that of others. The Company’s measure of Adjusted EBITDA has been prepared in accordance with the requirements of the indenture that relates to its 9.5% senior subordinated notes and 9.125% senior subordinated notes. Adjusted EBITDA is a measure that is not prescribed for under Generally Accepted Accounting Principles ("GAAP"). Adjusted EBITDA specifically excludes changes in working capital, capital expenditures and other items that are set forth on a cash flow statement presentation of a company’s operating, investing and financing activities, and it also excludes the effects of interest expense, depreciation expense, amortization expense, taxes and other items that are included when determining a company’s net income. As such, the Company would encourage a reader not to use this measure as a substitute for the determination of net income, operating cash flow, or other similar GAAP-related measures, and to use it primarily for the debt covenant compliance purposes above.

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Concentra Reports First Quarter Results

Page 8

May 8, 2007

CONCENTRA OPERATING CORPORATION

a wholly owned subsidiary of

CONCENTRA INC.

Supplemental Information

We use certain operating metrics to measure aspects of our operations. Additionally, from time to time, we provide estimates of our possible future financial performance. Our disclosure to you of this information is conditioned in its entirety by the provisions, risk factors and cautionary statements provided for you in the main text of this press release. It is being provided solely to enhance disclosure to investors in the Company’s existing debt instruments and for no other purpose.

Operating Metrics and Information:

	Three Months Ended March 31,
	2007			2006
Health centers at period end		311			301
Total visits to health centers		1,820,015			1,764,999
Injury-related visits %		45.5	%		46.0	%
Center revenue (in thousands) [a]	$	168,206		$	156,915
Same-center performance [b]:
Visits per business day growth		0.5	%		4.7	%
Change in revenue per visit		3.7	%		(0.9	%)
Revenue per business day growth		4.1	%		3.7	%

Notes:

[a] Excludes diversified services and our Auto Injury Solutions business.

[b] Our same-center comparisons represent all centers that Health Services has operated for the previous two full years as of the date indicated, excluding centers affected by the consolidation of acquired centers.

-END-

EX-99.2

Exhibit 99.2

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 CONSIDERING EXCHANGE OFFER IN CONNECTION WITH

PLANNED SEPARATION OF ITS TWO PRINCIPAL

OPERATING SEGMENTS

ADDISON, Texas, May 8, 2007 – Concentra Operating Corporation (“Concentra Operating”) today announced that its parent, Concentra Inc. (“Concentra” or the “Company”), is considering an offer to exchange $185,000,000 in aggregate principal amount of a new series of senior subordinated notes of Concentra Operating’s newly formed, wholly owned subsidiary, Viant Holdings, Inc. (“Viant”), plus a cash amount in exchange for Concentra Operating Corporation’s $155,000,000 in aggregate principal amount of 9 ¹/8% Senior Subordinated Notes due 2012 and $180,000,000 in aggregate principal amount of 9 ¹/2% Senior Subordinated Notes due 2010.

Concentra is considering the exchange offer in connection with the contemplated separation of its two principal operating segments, Health Services and Network Services. Concentra’s Health Services segment, which includes its Auto Injury Solutions business, and its Network Services segment focus on significantly different aspects of the healthcare industry. The Company believes that the separation of these two business segments will provide each company with greater strategic focus and will accomplish other related business purposes. Subject to acceptable market and interest rate conditions, and the receipt of a requisite private letter ruling and related tax opinions, Concentra currently anticipates completing the separation and the exchange offer within the next 90 days.

Specifically, in preparation for and in connection with the separation:

• Concentra Operating formed Viant in April 2007 as a new wholly owned subsidiary;

• Prior to the separation, Concentra Operating would merge with and into Concentra, with Concentra continuing as the surviving corporation;

• In order to finance a portion of the transactions contemplated in connection with the separation, Concentra would borrow approximately $485 million in term indebtedness, approximately $330 million of which would be senior, first lien debt, and the remainder being second lien. Concentra would additionally obtain a $75 million revolving credit facility. Viant would borrow approximately $275 million in senior secured indebtedness and would obtain a $50 million revolving credit facility;

• Concentra would contribute its Network Services business to Viant in exchange for additional shares of Viant common stock, $185 million in aggregate principal amount of Viant’s senior subordinated notes and approximately $245 million in cash;

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Concentra Considers Exchange Offer

Page 2

May 8, 2007

• Concentra would retire its current senior secured indebtedness using the cash proceeds received from Viant and a portion of the cash proceeds borrowed under Concentra’s new senior credit facilities;

• Concentra would pay a cash dividend to its stockholders of approximately $350 million;

• Concentra would distribute to its stockholders as a dividend all of the Viant common stock pro rata to complete the separation of its Network Services business from its Health Services and Auto Injury Solutions businesses; and

• Concentra would consummate the exchange offer and complete a related consent solicitation to amend the indentures governing Concentra Operating’s outstanding senior subordinated notes.

The Viant Notes would be Viant’s general unsecured obligations and would be subordinated to all existing and future senior debt of Viant. Concentra’s new senior credit facilities would replace the Company’s existing revolver and term loan facilities.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The securities to be offered will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Concentra is dedicated to improving the quality of life by making healthcare accessible and affordable. Serving the occupational, auto and group healthcare markets, Concentra provides employers, insurers and payors with a series of integrated services that include employment-related injury and occupational healthcare, urgent care services, in-network and out-of-network medical claims review and repricing, access to preferred provider organizations, 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, changes in nationwide employment and injury rate trends; operational, financing and strategic risks related to the Company’s capital structure, acquisitions and growth strategy; the adverse effects of litigation judgments or settlements; interruption in its data processing capabilities; the potential adverse impact of governmental regulation on the Company’s operations; competitive pressures; adverse changes in market pricing, demand and other conditions relating to the Company’s services; possible fluctuations in quarterly and annual operations; and dependence on key management personnel. Additional factors include those described in the Company’s filings with the Securities and Exchange Commission.

-END-