-----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, KNHTRTtO1+VZM7Wa+OarZ08zOFs4FQ0TTC7+LtqDmse/YUkc+DMKqKI7ofiapHAc QLj0ewI1Rwr9zeGjtnnOpA== 0000950144-04-005078.txt : 20040507 0000950144-04-005078.hdr.sgml : 20040507 20040507170829 ACCESSION NUMBER: 0000950144-04-005078 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040507 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16733 FILM NUMBER: 04790043 BUSINESS ADDRESS: STREET 1: 2100 WEST END AVENUE STREET 2: SUITE 800 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153455500 8-K/A 1 g88970e8vkza.htm RENAL CARE GROUP, INC. - FORM 8-K/A RENAL CARE GROUP, INC. - FORM 8-K/A
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment Number 2

FORM 8-K/A

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 2, 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 7. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-99.3 UNAUDITED PRO FORMA FINANCIAL INFORMATION

Table of Contents

Item 7. Financial Statements and Exhibits

     On April 2, 2004, Renal Care Group, Inc. (“Renal Care Group”) completed its acquisition of National Nephrology Associates, Inc. (“NNA”) in accordance with the terms and conditions of the Agreement and Plan of Merger dated February 2, 2004, by and among Renal Care Group, Titan Merger Subsidiary, Inc., a wholly-owned subsidiary of Renal Care Group (“Merger Sub”), NNA and certain of the equity holders of NNA.

     The acquisition of NNA was reported in Renal Care Group’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2004 (the “Initial Report”). The historical audited financial statements of NNA were not available at the time of the Initial Report and were provided in an amendment to the Initial Report filed on April 19, 2004 (“Amendment Number 1”). The unaudited pro forma financial information related to the acquisition of NNA was not included in the Initial Report or in Amendment Number 1. The unaudited pro forma financial information is included in this amendment.

     (a) Financial Statements of Business Acquired.

     The financial statements for NNA required by this Item were filed in Amendment Number 1.

 

Table of Contents

     (b) Pro Forma Financial Information.

     The unaudited pro forma financial information required by this Item is filed with this amendment as Exhibit 99.3

     (c) Exhibits.

     
Exhibit Number
   Description
2.1
  Agreement and Plan of Merger dated February 2, 2004 by and among Renal Care Group, Inc., Titan Merger Subsidiary, Inc., National Nephrology Associates, Inc., and certain equity holders of National Nephrology Associates, Inc.*
4.1
  Indenture, dated as of October 22, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and Wells Fargo Bank Minnesota, N.A.*
4.2
  First Supplemental Indenture, dated as of April 2, 2004, by and among Renal Care Group, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.*
4.3
  Registration Rights Agreement, dated October 22, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and the Initial Purchasers named therein*
4.4
  Purchase Agreement, dated October 16, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and the Initial Purchasers named therein*
10.1
  Credit Agreement, dated February 10, 2004, by and among Renal Care Group, Inc., the Guarantors (as defined therein), the Lenders (as defined therein) and Bank of America, N.A. as Administrative Agent and the other lenders identified therein*
23.1
  Consent of KPMG, LLP*
99.1
  Press Release, dated April 2, 2004*
99.2
  Audited Financial Statements of National Nephrology Associates, Inc. for the years ended December 31, 2003 and 2002*
99.3
  Unaudited pro forma financial information of Renal Care Group, Inc. as of and for the year ended December 31, 2003

*   Previously filed.

 

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   
    Chief Financial Officer   
 

Dated: May 7, 2004

 

Table of Contents

INDEX TO EXHIBITS

     
EXHIBIT NO.
   DESCRIPTION
2.1
  Agreement and Plan of Merger dated February 2, 2004 by and among Renal Care Group, Inc., Titan Merger Subsidiary, Inc., National Nephrology Associates, Inc., and certain equity holders of National Nephrology Associates, Inc.*
4.1
  Indenture, dated as of October 22, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and Wells Fargo Bank Minnesota, N.A.*
4.2
  First Supplemental Indenture, dated as of April 2, 2004, by and among Renal Care Group, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.*
4.3
  Registration Rights Agreement, dated October 22, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and the Initial Purchasers named therein*
4.4
  Purchase Agreement, dated October 16, 2003, by and among National Nephrology Associates, Inc., the Guarantors named therein and the Initial Purchasers named therein*
10.1
  Credit Agreement, dated February 10, 2004, by and among Renal Care Group, Inc., the Guarantors (as defined therein), the Lenders (as defined therein) and Bank of America, N.A. as Administrative Agent and the other lenders identified therein*
23.1
  Consent of KPMG, LLP*
99.1
  Press Release, dated April 2, 2004*
99.2
  Audited Financial Statements of National Nephrology Associates, Inc. for the years ended December 31, 2003 and 2002*
99.3
  Unaudited pro forma financial information of Renal Care Group, Inc. as of and for the year ended December 31, 2003

*   Previously filed.

 

EX-99.3 2 g88970exv99w3.txt EX-99.3 UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit 99.3 RENAL CARE GROUP, INC. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) On April 2, 2004, Renal Care Group, Inc. (the Company or RCI) completed its acquisition of National Nephrology Associates, Inc. (NNA) in accordance with the terms and conditions of the Agreement and Plan of Merger dated February 2, 2004, by and among the Company, Titan Merger Subsidiary, Inc., a wholly-owned subsidiary of the Company, NNA and certain of the equity holders of NNA. The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2003, gives effect to the acquisition of NNA by the Company as if the transaction had been completed as of December 31, 2003. The following unaudited condensed consolidated income statement for the year-ended December 31, 2003, gives effect to the acquisition of NNA by the Company as if the transaction had been completed January 1, 2003. The unaudited pro forma condensed consolidated financial information presented in this current report on Form 8-K/A does not intend to represent what the Company's financial position or results of operations would have been had the Company's acquisition of NNA had occurred at the beginning of the period presented or to project the Company's results of operations in any future period. The pro forma results of operations, which do not consider operational changes instituted by the Company upon the acquisition of NNA, do not necessarily indicate the results of NNA's operations while under the Company's ownership. The pro forma information is based on the historical financial statements of the Company and NNA, giving effect to the acquisition under the purchase method of accounting and the assumption and adjustments discussed in the accompanying notes to the pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended December 31, 2003 included in the Company's current report on Form 8-K as filed with the Securities and Exchange Commission on April 19, 2004, and the audited consolidated financial statements of NNA, included in the Company's current report on Form 8-K/A filed on April 19, 2004. Certain reclassifications have been made to the NNA historical financial statements to conform to the Company's presentation. RENAL CARE GROUP, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET DECEMBER 31, 2003 (UNAUDITED, IN THOUSANDS)
PRO FORMA PRO FORMA RCI NNA ADJUSTMENTS COMBINED TOTALS ----------- ----------- ----------- --------------- ASSETS Current assets: Cash and cash equivalents $ 50,295 $ 7,842 $ 173,768 (a) $ 55,383 (176,522)(b) Accounts receivable, net 173,679 59,590 -- 233,269 Inventories 26,345 4,640 -- 30,985 Prepaid expenses and other current assets 28,050 7,972 -- 36,022 Income taxes receivable 1,910 702 -- 2,612 Deferred income taxes 11,825 3,199 -- 15,024 ----------- ----------- ----------- ----------- Total current assets 292,104 83,945 (2,754) 373,295 Property, plant and equipment, net 224,397 48,048 -- 272,445 Intangible assets, net 14,046 10,115 12,000 (b) 26,046 (10,115)(b) Other assets 2,748 14,997 1,232 (a) 5,144 (13,833)(b) Goodwill 286,578 177,206 273,063 (b) 559,641 (177,206)(b) ----------- ----------- ----------- ----------- Total assets $ 819,873 $ 334,311 $ 82,387 $ 1,236,571 =========== =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 123,206 $ 25,483 $ 3,600 (b) $ 152,289 Due to third-party payors 46,049 7,053 -- 53,102 Current portion of long-term debt 182 3,825 -- 4,007 ----------- ----------- ----------- ----------- Total current liabilities 169,437 36,361 3,600 209,398 Long-term debt, net of current portion 2,652 161,916 175,000 (a) 365,168 25,600 (b) Other long-term liabilities 5,898 1,479 -- 7,377 Deferred income taxes 38,390 6,859 -- 45,249 Minority interest 32,651 5,883 -- 38,534 ----------- ----------- ----------- ----------- Total liabilities 249,028 212,498 204,200 665,726 Commitments and contingencies Stockholders' equity: Preferred stock -- 1,004 (1,004)(b) -- Common stock 536 55 (55)(b) 536 Treasury stock (234,404) (929) 929 (b) (234,404) Additional paid in capital 374,683 116,224 (116,224)(b) 374,683 Retained earnings 430,030 5,459 (5,459)(b) 430,030 ----------- ----------- ----------- ----------- Total stockholders' equity 570,845 121,813 (121,813) 570,845 ----------- ----------- ----------- ----------- Total liabilities and stockholders' equity $ 819,873 $ 334,311 $ 82,387 $ 1,236,571 =========== =========== =========== ===========
See accompanying notes. RENAL CARE GROUP, INC. PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT YEAR ENDED DECEMBER 31, 2003 (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA PRO FORMA RCI NNA ADJUSTMENTS COMBINED TOTALS ---------- ---------- ----------- --------------- Net revenue $1,005,319 $ 241,410 $ -- $1,246,729 Operating costs and expenses: Patient care costs 653,307 177,508 -- 830,815 General and administrative expenses 90,249 21,816 -- 112,065 Provision for doubtful accounts 26,200 6,358 -- 32,558 Depreciation and amortization 44,905 10,342 373 (c) 55,620 ---------- ---------- ---------- ---------- Total operating costs and expenses 814,661 216,024 373 1,031,058 ---------- ---------- ---------- ---------- Income (loss) from operations 190,658 25,386 (373) 215,671 Interest expense, net 629 12,618 246 (d) 19,085 5,592 (e) ---------- ---------- ---------- ---------- Income (loss) before minority interest and income taxes 190,029 12,768 (6,211) 196,586 Minority interest 25,431 1,564 -- 26,995 ---------- ---------- ---------- ---------- Income (loss) before income taxes 164,598 11,204 (6,211) 169,591 Provision (benefit) for income taxes 62,542 4,789 (2,391)(f) 64,940 ---------- ---------- ---------- ---------- Net income (loss) $ 102,056 $ 6,415 $ (3,820) $ 104,651 ========== ========== ========== ========== Net income per share: Basic $ 2.11 $ 2.16 ========== ========== Diluted $ 2.05 $ 2.10 ========== ========== Weighted average shares outstanding: Basic 48,479 48,479 ========== ========== Diluted 49,835 49,835 ========== ==========
See accompanying notes. RENAL CARE GROUP, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (unaudited, in thousands) (a) Total amount borrowed under the Company's term loan to finance the acquisition of NNA was $175,000. Cash proceeds (net of $1,232 of deferred financing costs) were $173,768. (b) Allocation of the purchase price and elimination of equity of NNA as follows: Fair value of net assets acquired $ 121,813 Elimination of NNA goodwill (177,206) Elimination of NNA intangibles (10,115) Elimination of certain NNA other assets (13,833) Write up of long term debt to estimated fair value (25,600) Estimated value of separately identifiable intangibles assets 12,000 Estimated remaining accrued acquisition costs (3,600) Goodwill 273,063 --------- Total purchase price $ 176,522 =========
(c) Amortization of acquired separately identifiable intangibles assets, net of the elimination of amortization associated with NNA's intangible assets. Separately identifiable intangibles are amortized over the useful lives ranging from 7 to 15 years. (d) Amortization of deferred financing costs associated with amount borrowed under Renal Care Group, Inc.'s term loan. (e) Interest expense on amounts borrowed under Renal Care Group, Inc.'s term loan, net of the amortization of the bond premium resulting from the write-up of the 9% Senior Subordinated Notes to fair value. (f) Estimated federal and state tax benefit for pro forma adjustments at an effective rate of 38.5%. -----END PRIVACY-ENHANCED MESSAGE-----