-----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, D5FQsnFNlzdoOM04owNWDv3uD1+Nqv1kSByk4Y/KKLWhvx/YdoSXfa9jXxvGNJkj MKb+KNZah2wq0sjejzYSoQ== 0000950144-04-004474.txt : 20040428 0000950144-04-004474.hdr.sgml : 20040428 20040428103721 ACCESSION NUMBER: 0000950144-04-004474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAL CARE GROUP INC CENTRAL INDEX KEY: 0000920052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621622383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16733 FILM NUMBER: 04758937 BUSINESS ADDRESS: STREET 1: 2100 WEST END AVENUE STREET 2: SUITE 800 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153455500 8-K 1 g88790e8vk.htm RENAL CARE GROUP, INC. RENAL CARE GROUP, INC.
Table of Contents

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): April 27, 2004

RENAL CARE GROUP, INC.

 
(Exact Name of Registrant as Specified in Charter)

         
Delaware   0-27640   62-1622383
 
 
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)

2525 West End Avenue
Suite 600
Nashville, TN 37203
(Address of Principal Executive Offices, including Zip Code)

(615) 345-5500
(Registrant’s telephone number, including area code)

 
N/A
 
(Former Name or Former Address, if Changed Since Last Report)

 

TABLE OF CONTENTS

Item 12. Results of Operations and Financial Condition
SIGNATURE
INDEX TO EXHIBITS
EX-99.1 PRESS RELEASE

Table of Contents

Item 12. Results of Operations and Financial Condition

          On April 27, 2004, Renal Care Group, Inc. issued a press release reporting on its financial results for the quarter ended March 31, 2004. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.

          The information, including the exhibits attached hereto, in this current report on Form 8-K is being “furnished” and will not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report will not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as we may otherwise expressly state in any such filing.

- 2 -

Table of Contents

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.

         
  RENAL CARE GROUP, INC.
 		  
  By:   /s/ David M. Dill    
    David M. Dill   
    Executive Vice President and Chief Financial Officer   
 

Dated: April 27, 2004

- 3 -

Table of Contents

INDEX TO EXHIBITS

     
EXHIBIT NO.
   DESCRIPTION
99.1
  Press Release, dated April 27, 2004

- 4 -

EX-99.1 2 g88790exv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 (RENAL CARE GROUP LOGO) N e w s R e l e a s e CONTACT: TERRY PROVEAUX DIRECTOR OF INVESTOR RELATIONS 615-345-5577 RENAL CARE GROUP ANNOUNCES FIRST QUARTER RESULTS AND INCREASES EPS OBJECTIVE FOR 2004 COMPANY DECLARES THREE-FOR-TWO STOCK SPLIT Nashville, Tennessee, (April 27, 2004) -- Renal Care Group, Inc. (NYSE:RCI) today announced results for the quarter ended March 31, 2004, and increased its EPS objective for fiscal year 2004. The Company also announced a three-for-two stock split. Gary Brukardt, the Company's president and chief executive officer, commented, "We successfully completed the acquisition of National Nephrology Associates ("NNA") in early April. Immediately after we announced the acquisition agreement in February, associates from various clinical and operational disciplines of both companies came together to identify and implement best demonstrated practices. We believe we can achieve better results for our patients by implementing these best practices. I thank all 8,000 associates of the combined company for their hard work, flexibility and dedication to delivering optimal care as we continue to execute the transition and integration of NNA's operations into Renal Care Group." For the first quarter ended March 31, 2004, Renal Care Group's net revenues increased 14.8% to $278.0 million compared with net revenues of $242.1 million for the same period in 2003. Net income for the first quarter of 2004 rose 38.3% to $30.1 million, or $0.63 per diluted share, compared with net income of $21.8 million, or $0.44 per diluted share, in the first quarter of 2003. David Dill, executive vice president and chief financial officer of Renal Care Group, said, "We are pleased to report excellent results for the first quarter of 2004. Net income for the period was positively impacted by favorable resolutions of contractual issues with certain payors, which contributed approximately $0.06 per diluted share to net income in the first quarter. Excluding the impact of these resolutions, our non-GAAP earnings per share grew approximately 11.8% compared with non-GAAP earnings per share for the first quarter of 2003." Mr. Dill added, "In light of the progress we have made with the NNA integration and our first quarter results, we expect to achieve earnings per share of between $2.54 and $2.64 for 2004. This revised EPS objective takes into account the substantial completion of the share repurchase plan we announced in late October 2003 and the favorable resolutions of these payor issues." The Company also announced that its Board of Directors has approved a three-for-two stock split to be effected in the form of a stock dividend. One additional share of common stock will be issued for every two shares held by shareholders of record as of the close of business on May 7, 2004. The additional shares will be distributed on or about May 24, 2004. Renal Care Group currently has approximately 44.5 million shares of common stock outstanding and approximately 9.7 million treasury shares. -MORE- RCI Announces First Quarter Results Page 2 April 27, 2004 Mr. Brukardt said, "The Board's decision to approve a three-for-two stock split was based on the strong financial outlook for the Company coupled with our goals to broaden our shareholder base and provide greater market liquidity." GAAP results for the quarter ended March 31, 2004, give effect to resolutions of contractual issues with payors that were unusual in amount and timing, which favorably impacted earnings per share by $0.06 per diluted share. Excluding the effect of these resolutions, non-GAAP net income for the quarter ended March 31, 2004, was $27.2 million, or $0.57 per diluted share. GAAP results for the quarter ended March 31, 2003, give effect to a non-recurring, after-tax charge of $0.07 per diluted share, related to a retirement package for the Company's former chairman and founder. Excluding the effect of the retirement package, non-GAAP net income for the quarter ended March 31, 2003, was $25.1 million, or $0.51 per diluted share. Renal Care Group has decided to present the non-GAAP information to give investors a means of comparing the Company's normalized operational performance in the quarter ended March 31, 2004, with its operational performance in the same period in 2003 before the impact of the resolutions of the payor contract issues and the one-time charge related to the retirement package. A reconciliation between the non-GAAP results and the Company's GAAP results accompanies this press release. Renal Care Group will hold a conference call to discuss this press release on Wednesday, April 28, 2004, at 11:00 a.m. Eastern Time. A listen-only simulcast, as well as a 12-month replay, of the conference call to discuss this press release will be available online at the Company's website at www.renalcaregroup.com. Renal Care Group, Inc. is a specialized dialysis services company that provides care to patients with kidney disease. The Company currently treats over 28,000 patients at more than 390 owned outpatient dialysis facilities, in addition to providing acute dialysis services at more than 190 hospitals. Over 8,000 associates provide services across the Company's 30-state network. More information about Renal Care Group, Inc. may be found at www.renalcaregroup.com. Certain statements in this press release, particularly those of Mr. Brukardt and Mr. Dill, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are usually preceded by words like expect, plan, intend, believe, will and the like, include statements that necessarily depend on future events. These forward-looking statements reflect management's expectations and are based upon currently available information. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Renal Care Group to differ materially from those expressed in or implied by the forward-looking statements, including risks related to: changes in the Medicare and Medicaid programs; payment reductions by private insurers, hospitals or managed care organizations; changes in the health care delivery, financing or reimbursement systems; risks related to the drug Epogen (EPO); compliance with health care and other applicable laws; the integration of acquired companies; and dependence on executive officers. These and other factors affecting the Company are discussed in more detail in Renal Care Group's reports filed with the Securities and Exchange Commission, including without limitation Renal Care Group's annual report on Form 10-K for the year ended December 31, 2003, as amended, its current report on Form 8-K as filed with the SEC on April 19, 2004; and any quarterly reports on Form 10-Q filed after that annual report. Copies of these filings are available from Renal Care Group upon request. -MORE- RCI Announces First Quarter Results Page 3 April 27, 2004 RENAL CARE GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, --------------------- 2004 2003 -------- -------- Net revenue $278,028 $242,143 Operating costs and expenses: Patient care costs 179,372 157,477 General and administrative expenses 22,676 26,288 Provision for doubtful accounts 7,110 6,412 Depreciation and amortization 12,163 10,298 -------- -------- Total operating costs and expenses 221,321 200,475 Income from operations 56,707 41,668 Interest expense, net 965 285 -------- -------- Income before minority interest and income taxes 55,742 41,383 Minority interest 7,214 6,308 -------- -------- Income before income taxes 48,528 35,075 Provision for income taxes 18,441 13,323 -------- -------- Net income $ 30,087 $ 21,752 ======== ======== Diluted net income per share $ 0.63 $ 0.44 ======== ======== Diluted weighted average shares outstanding 47,482 49,430 ======== ========
-MORE- RCI Announces First Quarter Results Page 4 April 27, 2004 RENAL CARE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
MARCH 31, DECEMBER 31, 2004 2003 --------- --------- (unaudited) ASSETS: Current assets: Cash and cash equivalents $ 37,606 $ 50,295 Accounts receivable, net 188,729 173,679 Other current assets 47,089 68,130 --------- --------- Total current assets 273,424 292,104 Property, plant and equipment, net 236,008 224,397 Goodwill, intangible assets and other assets, net 354,470 303,372 --------- --------- TOTAL ASSETS $ 863,902 $ 819,873 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY: Total current liabilities $ 161,220 $ 169,437 Long-term debt, net of current portion 143,171 2,652 Other long-term liabilities 80,787 76,939 --------- --------- Total liabilities 385,178 249,028 --------- --------- Stockholders' equity: Common stock, $0.01 par value, 90,000 shares authorized, 54,136 and 53,643 shares issued, respectively 541 536 Treasury stock, 9,628 and 6,641 shares, respectively (370,040) (234,404) Additional paid-in capital 388,106 374,683 Retained earnings 460,117 430,030 --------- --------- Total stockholders' equity 478,724 570,845 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 863,902 $ 819,873 ========= =========
-MORE- RCI Announces First Quarter Results Page 5 April 27, 2004 RENAL CARE GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ------------------------ 2004 2003 --------- --------- Operating Activities: Net income $ 30,087 $ 21,752 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,163 10,298 Loss on sale of property and equipment 154 136 Income applicable to minority interest 7,214 6,308 Distributions to minority shareholders (3,561) (9,620) Changes in operating assets and liabilities, net of effects from acquisitions (600) 3,306 --------- --------- Net cash provided by operating activities 45,457 32,180 --------- --------- Investing Activities: Purchases of property and equipment, net (19,118) (17,896) Cash paid for acquisitions, net of cash acquired (55,768) -- Change in other assets (3,173) 225 --------- --------- Net cash used in investing activities (78,059) (17,671) --------- --------- Financing Activities: Net borrowings (payments) under line of credit and capital leases 25,921 (7,420) Net proceeds from issuance of long-term debt 120,000 -- Net proceeds from issuance of common stock 9,628 3,047 Repurchase of treasury shares (135,636) (4,380) --------- --------- Net cash provided by (used in) financing activities 19,913 (8,753) --------- --------- (Decrease) increase in cash and cash equivalents (12,689) 5,756 Cash and cash equivalents, at beginning of year 50,295 38,359 --------- --------- Cash and cash equivalents, at end of year $ 37,606 $ 44,115 ========= =========
-MORE- RCI Announces First Quarter Results Page 6 April 27, 2004 RENAL CARE GROUP, INC. SUPPLEMENTAL GAAP TO NON-GAAP RECONCILIATION (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, --------------------------------------------------------------------------- 2004 2003 ----------------------------------- ----------------------------------- Non- Non- GAAP(1) Difference GAAP(2) GAAP(1) Difference GAAP(3) -------- ---------- -------- -------- ---------- -------- Net revenue $278,028 $ (4,700) $273,328 $242,143 $- $242,143 Operating costs and expenses: Patient care costs 179,372 -- 179,372 157,477 -- 157,477 General and administrative expenses 22,676 -- 22,676 26,288 (5,430) 20,858 Provision for doubtful accounts 7,110 -- 7,110 6,412 -- 6,412 Depreciation and amortization 12,163 -- 12,163 10,298 -- 10,298 -------- -------- -------- -------- -------- -------- Total operating costs and expenses 221,321 -- 221,321 200,475 (5,430) 195,045 Income from operations 56,707 (4,700) 52,007 41,668 5,430 47,098 Interest expense, net 965 -- 965 285 -- 285 -------- -------- -------- -------- -------- -------- Income before minority interest and income taxes 55,742 (4,700) 51,042 41,383 5,430 46,813 Minority interest 7,214 -- 7,214 6,308 -- 6,308 -------- -------- -------- -------- -------- -------- Income before income taxes 48,528 (4,700) 43,828 35,075 5,430 40,505 Provision for income taxes 18,441 (1,786) 16,655 13,323 2,063 15,386 -------- -------- -------- -------- -------- -------- Net income $ 30,087 $ (2,914) $ 27,173 $ 21,752 $ 3,367 $ 25,119 ======== ======== ======== ======== ======== ======== Diluted net income per share $ 0.63 $ (0.06) $ 0.57 $ 0.44 $ 0.07 $ 0.51 ======== ======== ======== ======== ======== ======== Weighted average shares outstanding 47,482 47,482 47,482 49,430 49,430 49,430 ======== ======== ======== ======== ======== ========
(1) Reflects operating results based on accounting principles generally accepted in the United States (GAAP). (2) Non-GAAP amounts exclude resolutions of payor contract issues that were unusual in amount and timing. (3) Non-GAAP amounts exclude a Board-approved retirement package recorded in the first quarter of 2003 and the related tax effect. -MORE- RCI Announces First Quarter Results Page 7 April 27, 2004 RENAL CARE GROUP, INC. SUPPLEMENTAL OPERATING DATA AND RECONCILIATION OF NET INCOME TO EBITDA(1) (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER TREATMENT DATA)
THREE MONTHS ENDED MARCH 31, ---------------------- 2004 2003 -------- -------- OPERATING DATA: Patients 22,619 20,683 Treatments 860,249 783,841 Same-market treatment growth 3.5% 5.5% Same-market revenue growth 8.3% 10.2% Patient revenue per treatment $ 323 $ 308 RECONCILIATION OF NET INCOME TO EBITDA(1): Net income $ 30,087 $ 21,752 Non-recurring retirement charge -- 5,430 Depreciation and amortization 12,163 10,298 Interest expense, net 965 285 Minority interest 7,214 6,308 Provision for income taxes 18,441 13,323 -------- -------- EBITDA(1) $ 68,870 $ 57,396 ======== ========
(1) The Company defines EBITDA as net earnings or loss before minority interest, interest expense (net), provision for income taxes, depreciation and amortization and all non-cash charges, such as the non-recurring charge for the retirement package for our former chairman and founder recorded in the first quarter of 2003. The Company includes EBITDA because it generally considers EBITDA to be a good indicator of the Company's ability to generate cash flow in order to fund liabilities and reinvest in the Company and its business. EBITDA is not a measurement of financial performance under GAAP and should not be considered a substitute for net income or loss as a measure of performance, or to cash flow as a measure of liquidity. -END- -----END PRIVACY-ENHANCED MESSAGE-----