-----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, JJvRTjiyR3joU7jKM/L7I9/djSil8GrrHypj9iw3bz4BNqVuzHVe27qNvzHlZamr AHBU2B7DnE4uwqd83L31hg== 0000950144-99-012312.txt : 19991104 0000950144-99-012312.hdr.sgml : 19991104 ACCESSION NUMBER: 0000950144-99-012312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991103 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: SEC FILE NUMBER: 000-27640 FILM NUMBER: 99739957 BUSINESS ADDRESS: STREET 1: 2100 WEST END AVENUE STREET 2: SUITE 800 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153455500 8-K 1 RENAL CARE GROUP,INC. 1 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): October 27, 1999 ---------------- RENAL CARE GROUP, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware 0-27640 62-1622383 -------------- ---------- ----------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2100 West End Avenue, Suite 800, Nashville, Tennessee 37203 ----------------------------------------------------------- (Address, including zip code, of principal executive offices) (615) 345-5500 -------------------------------------------------- (Registrant's telephone number, including area code) 2 Item 5. Other Events. On October 27, 1999, Renal Care Group, Inc. (the "Company") issued a press release relating to the appointment of R. Dirk Allison as the Company's Executive Vice President and Chief Financial Officer. Such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On November 1, 1999, the Company issued a press release relating to the Company's financial results for the quarter ended September 30, 1999. Such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) None. (b) None. (c) Exhibits. 99.1 Press Release, issued October 27, 1999, regarding the appointment of R. Dirk Allison as Executive Vice President and Chief Financial Officer. 99.2 Press Release, issued November 1, 1999, announcing financial results for the quarter ended September 30, 1999. 3 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. RENAL CARE GROUP, INC. By: /s/ Sam A. Brooks ---------------------------- Name: Sam A. Brooks ---------------------------- Title: President ---------------------------- Date: November 2, 1999 4 RENAL CARE GROUP, INC. EXHIBIT INDEX Number and Description of Exhibit - ---------------------- 99.1 Press Release, issued October 27, 1999, regarding the appointment of R. Dirk Allison as Executive Vice President and Chief Financial Officer. 99.2 Press Release, issued November 1, 1999, announcing financial results for the quarter ended September 30, 1999. EX-99.1 2 PRESS RELEASE DATED 10-27-99 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: SAM BROOKS PRESIDENT AND CHIEF EXECUTIVE OFFICER 615-345-5500 RENAL CARE GROUP APPOINTS NEW CFO ------------------------------------ OUTGOING CFO ASSISTING IN TRANSITION Nashville, Tennessee (October 27, 1999) -- Renal Care Group, Inc. (Nasdaq/NM:RCGI) today announced that R. Dirk Allison, age 43, has been appointed by the Board of Directors as an executive vice president and chief financial officer, replacing Ronald Hinds, who has chosen to retire. Mr. Hinds will remain with the Company through the end of the year to ensure a smooth transition, and, on an ongoing basis, he will continue to provide valuable assistance to the Company as a consultant. Prior to joining Renal Care Group, Dirk Allison was president and chief executive officer of MedSynergies, Inc., an eye care specialty company, and was president and chief executive officer of Capstone Pharmacy Services, Inc., a $300 million institutional pharmacy company. Mr. Allison began his career as an accountant with Peat, Marwick, Main & Company in 1977 and, over the next 10 years, held various finance positions such as chief financial officer and director of internal auditing. Mr. Allison received an MBA from the University of Dallas and his BBA from Northeast Louisiana University. Mr. Sam Brooks, president and chief executive officer of Renal Care Group, Inc., said, "Ron has been with us since the founding of the Company, and during his tenure our management team has achieved an exceptional track record. We have met or exceeded analyst expectations every quarter since becoming a public company; earnings per share have increased at an annual rate of 44%; revenues have increased at an annual rate of 67%; and we have been named to Fortune magazine's list of the 100 fastest growing companies in the U.S. In addition, Ron leaves us with a very conservative balance sheet and little debt." -MORE- 2 RCGI Appoints New CFO Page 2 October 27, 1999 Mr. Brooks continued, "We are fortunate to have hired an extremely capable individual to replace Ron. Dirk Allison's financial expertise and his mergers and acquisition experience will serve us very well. Clearly, we regret losing Ron to retirement. He will be missed by all of us who are accustomed to working with him on a day-to-day basis, but we will still all benefit from his counsel in his new role as consultant to the Company. "Of course, we appreciate Ron's assistance in transitioning Dirk Allison into his new position. Going forward under Dirk's leadership in the financial area, Renal Care Group will be in very good hands as we develop the Company to its fullest potential for our shareholders and provide exceptional care to our dialysis patients." In closing, Mr. Brooks said, "Our strong momentum continued in the third quarter, and we expect our results for the third quarter to meet analysts' expectations. We look forward to reporting results for the quarter as scheduled on November 1, 1999." Renal Care Group, Inc. is a nephrology services company that focuses on providing care to patients with kidney disease, including patients suffering from chronic kidney failure. The Company treats approximately 14,000 patients through 179 owned outpatient dialysis centers, in addition to providing acute dialysis services in 102 hospitals. Over 3,800 associates provide services across the Company's 22-state network. This press release contains forward-looking statements that involve various risks and uncertainties. Actual results could differ materially from those contained in these forward-looking statements due to certain factors, including business and economic conditions and availability of financing. These and other risks and uncertainties are detailed in the Company's reports filed with the SEC. -END- EX-99.2 3 PRESS RELEASE DATED 11-01-99 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: RONALD HINDS 615-345-5500 RENAL CARE GROUP, INC. ANNOUNCES 32% INCREASE IN EARNINGS PER SHARE Nashville, Tennessee (November 1, 1999) - Renal Care Group, Inc. (Nasdaq/NM:RCGI) today announced results for the third quarter and nine months ended September 30, 1999. Mr. Sam Brooks, president and chief executive officer of Renal Care Group, Inc., said, "We have achieved another record quarter, the 15th consecutive quarter in which we have met or exceeded analyst consensus expectations. Just as importantly, while doing so, we have improved the quality of life of more than 14,200 dialysis patients." Revenues for the third quarter ended September 30, 1999 increased 38% to $133.5 million compared with revenues, prior to restatement for a pooling-of-interest transaction, of $96.8 million for the same period in 1998. Net income increased 41% to $13.3 million, or $0.29 per share, compared with net income of $9.4 million, or $0.22 per share, in the same period last year. Revenues for the nine months ended September 30, 1999, increased 44% to $382.8 million compared with revenues of $266.8 million for the same period in 1998. Net income before nonrecurring merger costs increased 50% to $38.1 million, or $0.82 per share, compared with net income before nonrecurring costs of $25.4 million, or $0.60 per share, in the same period last year. As restated to give effect to the merger with Dialysis Centers of America, which, for accounting purposes, was treated as a pooling-of-interests, revenues for the third quarter ended September 30, 1999, increased 21% to $133.5 million as compared with $110.4 million for the same period in 1998. Net income before nonrecurring merger costs increased 29% to $13.3 million, or -MORE- 2 $0.29 per share, compared with net income of $10.3 million, or $0.22 per share, in the same period of last year. Revenues for the nine months ended September 30, 1999, increased 26% to $382.8 million compared with revenues of $304.4 million for the same period in 1998, also restated for the merger with Dialysis Centers of America. Net income before nonrecurring merger costs increased 43% to $38.1 million, or $0.82 per share, compared with net income of $26.7 million, or $0.59 per share, in the same period last year. Same-store treatment and revenue growth were 8.2% and 15.1%, respectively, for the three months ended September 30, 1999. The Company's days revenues in accounts receivable were 64 days at September 30, 1999, which remains well below the industry average. In closing, Mr. Brooks said, "Thus far into the fourth quarter, our expectations for another strong year have been confirmed. Our partnership with the National Kidney Foundation for patient education and Renal Care Group's inclusion in Fortune Magazine's list of 'One Hundred Fastest Growing Companies' increases our recognition as a company committed to both our patients and our shareholders." Renal Care Group, Inc. is a nephrology services company that focuses on providing care to patients with kidney disease, including patients suffering from chronic kidney failure. The Company treats approximately 14,200 patients through 181 owned outpatient dialysis centers, in addition to providing acute dialysis services in 103 hospitals. Over 3,800 associates provide services across the Company's 22-state network. This press release contains forward-looking statements that involve various risks and uncertainties. Actual results could differ materially from those contained in these forward-looking statements due to certain factors, including business and economic conditions and availability of financing. These and other risks and uncertainties are detailed in the Company's reports filed with the SEC. -MORE- 3 RCGI Announces Third Quarter Results Page 3 November 1, 1999 RENAL CARE GROUP, INC. UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SEPT. 30, ------------------------------------- -------------------------------------- AS AS PREVIOUSLY PREVIOUSLY RESTATED(1) REPORTED RESTATED(1) REPORTED 1999 1998 1998 1999 1998 1998 ----------- ----------- ----------- ----------- ----------- ----------- Net revenue $ 133,484 $ 110,357 $ 96,807 $ 382,841 $ 304,448 $ 266,780 Operating costs and expenses 101,818 85,820 75,100 292,863 239,922 208,671 Depreciation and amortization 6,798 5,497 4,811 19,488 15,328 13,286 ----------- ----------- ----------- ----------- ----------- ----------- Income from operations 24,868 19,040 16,896 70,490 49,198 44,823 Interest expense 1,284 1,557 906 3,977 4,239 2,248 ----------- ----------- ----------- ----------- ----------- ----------- Income before merger costs, minority interest and taxes 23,584 17,483 15,990 66,513 44,959 42,575 Minority interest 2,350 1,045 1,045 5,594 2,200 2,200 ----------- ----------- ----------- ----------- ----------- ----------- Net income before merger costs and income taxes 21,234 16,438 14,945 60,919 42,759 40,375 Income taxes 7,963 6,126 5,530 22,845 16,048 14,939 ----------- ----------- ----------- ----------- ----------- ----------- Net income before merger costs $ 13,271 $ 10,312 $ 9,415 $ 38,074 $ 26,711 $ 25,436 =========== =========== =========== =========== =========== =========== Diluted earnings per share before merger costs $ 0.29 $ 0.22 $ 0.22 $ 0.82 $ 0.59 $ 0.60 =========== =========== =========== =========== =========== =========== Net income after merger costs $ 13,271 $ 10,312 $ 9,415 $ 34,274 $ 26,081 $ 24,806 =========== =========== =========== =========== =========== =========== Diluted earnings per share after merger costs $ 0.29 $ 0.22 $ 0.22 $ 0.74 $ 0.57 $ 0.58 =========== =========== =========== =========== =========== =========== Weighted average shares outstanding 46,400 46,035 42,580 46,500 45,643 42,500 =========== =========== =========== =========== =========== ===========
(1) Restated amounts give effect to the merger with DCA which was effective January 29, 1999, and was accounted for as a pooling of interests. -END- -----END PRIVACY-ENHANCED MESSAGE-----