-----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, Tl5G8mnQjQTLdUxUhyxxNJ/61FCJ/NDK69B1/PJsrwEv1j7EVEANBavIztA+Z+NA RAUPQVw+Z1A2ApBZlHwoZQ== 0000898430-96-004102.txt : 19960830 0000898430-96-004102.hdr.sgml : 19960830 ACCESSION NUMBER: 0000898430-96-004102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960829 ITEM INFORMATION: Other events FILED AS OF DATE: 19960829 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC CENTRAL INDEX KEY: 0000927066 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510354549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04034 FILM NUMBER: 96622725 BUSINESS ADDRESS: STREET 1: 21250 HAWTHORNE BLVD STREET 2: SUTIE 800 CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3107922600 MAIL ADDRESS: STREET 2: 21250 HAWTHORNE BLVD SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE INC DATE OF NAME CHANGE: 19940719 8-K 1 FORM 8-K FILED ON AUGUST 29, 1996 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) August 29, 1996 ----------------------- (August 6, 1996) - ---------------- Total Renal Care Holdings, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-4034 51-0354549 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 792-2600 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 3 Pages ITEM 5. OTHER EVENTS. Attached as Exhibit 20.1 is the press release issued by Total Renal ------------ Care Holdings, Inc. dated August 6, 1996, which is hereby incorporated by reference herein. Attached as Exhibit 20.2 is the press release issued by Total Renal ------------ Care Holdings, Inc. dated August 29, 1996, which is hereby incorporated by reference herein. 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. TOTAL RENAL CARE HOLDINGS, INC. Dated: August 29, 1996 By: /s/ John E. King --------------------------- John E. King Vice President and Chief Financial Officer 2. EXHIBIT INDEX
Exhibit Description of Page Exhibit Number - --------------- ------------------------------------- ----------- 20.1 Press release, dated August 6, 1996. 20.2 Press release, dated August 29, 1996. =============== ===================================== ===========
3. EX-20.1 2 PRESS RELEASE, DATED AUGUST 6, 1996 EXHIBIT 20.1 (BW) (TOTAL-RENAL-CARE) (TRL) Total Renal Care Doubles Second-Quarter Revenue, Triples Earnings, and Increases EPS by 83% on More Shares; Company Continues Wave of Strategic Acquisitions and Startups; Ancillary Services Also Contribute Business Editors - -0- Recent Highlights: -- Revenues rise 110% to $64.6 million -- Earnings triple to $5.7 million -- Acquires 12 dialysis centers with 205 stations and more than 1,200 patients since secondary equity offering in April -- Repurchased 42% of outstanding 12% Senior Subordinated Discount notes on July 22 -- Third-largest dialysis provider now serves approximately 9,000 patients, 120 centers with 1,759 stations - -0- TORRANCE, Calif.--(BUSINESS WIRE) --Aug. 6, 1996--Bolstered by a continuing wave of strategic acquisitions and start-ups, Total Renal Care Holdings, Inc. (NYSE: TRL) today announced record revenues and net income for the second quarter and the six months ended June 30. Revenues more than doubled in the quarter, climbing 110% to $64.6 million from $30.7 million in the corresponding period of 1995. Net income tripled to $5.7 million, or 22 cents per share, based on 26.6 million weighted average shares outstanding. The Company posted net income of $1.9 million, or 12 cents per share, based on 15.5 million weighted average shares outstanding in the second quarter of 1995. All 1995 figures are restated to reflect a change in the Company's fiscal year-end to December 31 from May 31. "We continue our overall aggressive, disciplined expansion strategy to increase our market presence in geographic areas that we currently serve through acquisitions, de novo developments, and hospital alliances, and to develop a meaningful presence in new geographic areas by acquiring networks of centers," stated Victor M.G. Chaltiel, TRL Chairman, President and Chief Executive Officer. Fast Growth for a Leading Position "With our strategic, aggressive yet disciplined program of dialysis- center startups and acquisitions, we're expanding our share and consolidating our leading position in the increasing number of markets in which we compete," said Victor M. G. Chaltiel, Chairman, President and Chief Executive Officer. For the first six months, revenues rose 104.1% to $114.8 million from $56.3 million in 1995. Net income for the first six months was up 245% to $10 million, or 40 cents per share, based on 24.9 million weighted average shares outstanding, versus $2.9 million, or 19 cents per share, based on 15.4 million shares a year ago. The Company has increased its number of treatment facilities through acquisitions and start-ups from 54 at the end of the calendar 1995 second quarter to 114 at the end of the second quarter of 1996 and 120 as of August 1, 1996. Twelve centers have been added since the Company completed a secondary equity offering in April. Primarily as a result of this expansion, TRL now serves approximately 9,000 patients with end-stage renal disease (ESRD) versus 7,600 at the end of the first quarter in 1996. The Company is the nation's third-largest provider of dialysis services. Earnings Rise Faster Than Revenues Net income is gaining at a faster rate than revenue for several reasons, according to Chaltiel. "In addition to benefiting from our start-up and acquisition strategy, we're achieving an increasing contribution from ancillary programs such as laboratory and pharmacy services," he said. "Also, with our July 22 bond buy- back and the proceeds from our equity offerings, our interest expense has declined significantly. While continuing to add critical resources, we are keeping our overhead under control and spreading these expenses over a larger revenue base." "The Company's laboratory, relocated to central Florida in the first quarter 1996, now serves most of TRL's dialysis centers, except our more recent acquisitions. Our lab provides a unified data base of clinical outcomes in a state-of-the-art setting," Chaltiel said. "Lab tests add about $13 in revenue per dialysis treatment, or currently about $12 million per year on an annualized basis." "The benefit to earnings of our recent acquisitions will begin to be fully realized in the third quarter," Chaltiel concluded. Repurchase of 12% Discount Notes With the recent purchase of 43% of its outstanding 12% Senior Subordinated Discount Notes, the Company has now retired 62% of this debt. In August 1994, the Company completed a $100 million offering of the Discount Notes. Torrance, California-based Total Renal Care Holdings, Inc. is the third largest provider of integrated dialysis services in the U.S. for patients suffering from chronic kidney failure. The Company owns and operates high- quality, free-standing kidney dialysis centers and home peritoneal dialysis programs in 16 states, Washington, D.C. and Guam and also provides high-quality acute hemodialysis services to inpatients on behalf of 81 hospitals. TRL has increased its number of outpatient dialysis facilities to 120 with 1,759 stations, and provides services to approximately 9,000 patients. The Company additionally operates ESRD laboratory and pharmacy facilities, as well as vascular access management and transplant services programs. For information on Total Renal Care Holdings, Inc. via facsimile at no cost, call 1-800-PRO-INFO and dial company code 039. - -0- TOTAL RENAL CARE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED)
Three Months Six Months ------------------------------- ------------------------------ 1996 1995 1996 1995 --------------- ------------- -------------- ------------- Net operating revenues................... $64,583,000 $30,624,000 $114,820,000 $56,093,000 Facilities............................... 43,318,000 19,498,000 76,647,000 36,420,000 General and administrative............... 4,800,000 2,777,000 8,701,000 5,200,000 Provision for doubtful accounts.......... 1,337,000 687,000 2,333,000 1,266,000 Depreciation and amortization............ 3,572,000 1,414,000 6,032,000 2,673,000 Total operating expenses................. 53,027,000 24,376,000 93,713,000 45,559,000 Operating income......................... 11,556,000 6,248,000 21,107,000 10,534,000 Interest expense......................... (2,238,000) (2,502,000) (4,150,000) (4,712,000) Interest income.......................... 1,182,000 117,000 1,613,000 174,000 Income before income taxes and minority interests............................... 10,500,000 3,863,000 18,570,000 5,987,000 Income taxes............................. 4,110,000 1,352,000 7,151,000 2,078,000 Income before minority interests......... 6,390,000 2,511,000 11,419,000 3,909,000 Minority interests in income of consolidated subsidiaries............... 664,000 613,000 1,417,000 1,010,000 Net income............................... $ 5,726,000 $ 1,898,000 $ 10,002,000 $ 2,890,000 Net income per common share.............. $0.22 $0.12 $0.40 $0.19 Weighted average number of common shares and equivalents outstanding...... 26,600,000 15,500,000 24,900,000 15,400,000
TOTAL RENAL CARE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995
June 30, December 31, 1996 1995 --------------- ------------- (unaudited) ASSETS Current Assets: Cash and Cash equivalents........................ $ 39,969,000 $ 30,181,000 Accounts receivable, less allowance for doubtful accounts of $9,752,000 and $5,668,000, respectively........................ 82,375,000 40,014,000 Receivable from Tenet, a related company......... 390,000 432,000 Other current assets............................. 8,685,000 4,867,000 Total current assets............................ 131,419,000 75,494,000 Property and equipment, net...................... 44,456,000 25,505,000 Note receivable from a related party............. 1,678,000 1,379,000 Investment in affiliate, at equity............... 995,000 972,000 Other long-term assets........................... 887,000 885,000 Intangible assets, net of accumulated amortization of $10,348,000 and $7,353,000, respectively........................ 111,611,000 59,763,000 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Liabilities: Total current liabilities........................ $ 23,366,000 $ 20,803,000 Other long-term liabilities...................... 1,329,000 510,000 Long-term debt and other......................... 58,295,000 56,538,000 Minority interests............................... 4,541,000 3,343,000 Stockholders' equity: Common stock, voting ($.001 par value; 55,000,000 shares authorized; 25,850,487 and 22,308,207 issued and outstanding, respectively)...................... 26,000 22,000 Additional paid-in capital....................... 234,370,000 123,710,000 Notes receivable from stockholders............... (2,727,000) (2,773,000) Retained earnings (deficit)...................... (28,154,000) (38,155,000) Total stockholders' equity...................... 203,515,000 82,804,000 ------------ ------------ $291,046,000 $163,998,000
- --30-- CONTACT: Total Renal Care Victor M.G. Chaltiel, CEO, 310/792-2600 John King, CFO, 310/792-2600 or The Financial Relations Board Daniel Saks, 310/442-0599 (General Info) Moira Conlon, 310/442-0599 (investors) Kathy Brunson, 312/266-7800 (investors) EX-20.2 3 PRESS RELEASE, DATED AUGUST 29, 1996 EXHIBIT 20.2 Torrance, California (August 29, 1996): Total Renal Care Holdings, Inc. (NYSE: TRL) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 12% Senior Subordinated Discount Notes due 2004 and a consent solicitation to amend the related Indenture for a total consideration of $1,053.62 (which includes a $20.00 consent fee to those who consent prior to September 11, 1996) per $1,000 principal amount of such Notes at maturity plus accreted principal from September 27, 1996 to date of payment. The Company anticipates that it will fund this offer with lower cost debt financing, and the Company is currently negotiating to increase the size of its credit facility. The tender offer will expire at 9:30 a.m. Eastern Time on September 27, 1996, unless it is extended by the Company. The consent solicitation will expire at 5:00 p.m. Eastern Time on September 11, 1996, unless it is extended by the Company. The offer and consent solicitation are subject to all of the terms and conditions set forth in the Offer to Purchase and Consent Solicitation dated August 29, 1996 being sent today to all holders of the Notes. Donaldson, Lufkin & Jenrette Securities Corporation is acting as the dealer manager in connection with the offer and the consent solicitation. Holders may obtain information relating to the offer and the consent solicitation at (310) 282-5005 (collect) or (212) 892-4753 (collect). Torrance, California-based Total Rental Care Holdings, Inc. is the third largest provider of integrated dialysis services in the U.S. for patients suffering from chronic kidney failure. The Company owns and operates high- quality, free-standing dialysis centers and home peritoneal dialysis programs in 16 states, Washington, D.C. and Guam and also provides high-quality acute hemodialysis services to inpatients. TRL has increased its number of outpatient dialysis facilities to 122 and provides services to over 9,100 patients. The Company additionally operates ESRD laboratory and pharmacy facilities, as well as vascular access management and transplant services programs. For information on Total Renal Care Holdings, Inc. via facsimile at no cost, call 1-800-PRO-INFO and dial company code 039. -----END PRIVACY-ENHANCED MESSAGE-----