-----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, LQO7+8u25ojJHV1hFavlLy6e93sU68MClXMwAl9wHyOBu2u9ZN9JphXm4TeBXCGI tqOsO2hdDiPbuzWqP9wu5A== 0000912057-97-025148.txt : 19970729 0000912057-97-025148.hdr.sgml : 19970729 ACCESSION NUMBER: 0000912057-97-025148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970728 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRA MANAGED CARE INC CENTRAL INDEX KEY: 0000942136 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 042658593 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25856 FILM NUMBER: 97646264 BUSINESS ADDRESS: STREET 1: 312 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173672163 MAIL ADDRESS: STREET 1: 312 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 8-K 1 8-K 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): July 22, 1997 CRA MANAGED CARE, INC. (Exact name of registrant as specified in its charter) Massachusetts 02-25856 004-2658593 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) organization) 312 Union Wharf, Boston, Massachusetts 02109 (Address of principal executive offices) Registrant's telephone number, including area code: (617) 367-2163 N/A (Former name or former address, if changed since last report) Exhibit Index located at Page 2 ITEM 5. OTHER EVENTS. On July 22, 1997, CRA Managed Care, Inc. (the "Registrant") released the press release attached as Exhibit 99.1 hereto, which press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits - The following Exhibit to this Form 8-K is hereby filed: Exhibit 99.1 Press Release dated July 22, 1997 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. CRA MANAGED CARE, INC. July 28, 1997 /s/ Donald J. Larson ----------------------------- By: Donald J. Larson President and Chief Executive Officer -2- EX-99.1 2 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Joseph F. Pesce, CFO Jon Siegal, Associate CRA Managed Care, Inc. Ronald Trahan Associates, Inc. 617-367-2163, Ext. 142 617-332-0101, Ext. 15 CRA Managed Care, Inc. announces second-quarter 1997 financial results Revenues up 37%; operating income increases 45%; net income rises 41% over the second quarter last year BOSTON, July 22, 1997 -- CRA Managed Care, Inc. (NASDAQ: CRAA) today announced that revenues for the second quarter ended June 30, 1997, increased 37 percent to $61.1 million, compared with revenues of $44.8 million during the three months ended June 30, 1996. Operating income for the three months ended June 30, 1997, increased 45 percent to $6.3 million, compared with $4.4 million for the same period last year. Net income for the three months ended June 30, 1997, increased 41 percent to $3.3 million, or $0.37 per share, compared with $2.4 million, or $0.29 per share, for the same period last year. For the six months ended June 30, 1997, revenues increased 36 percent to $115.6 million, compared with revenues of $85.0 million for the same period last year. In addition, operating income increased 49 percent to $12.0 million, compared with $8.1 million, also for the same period last year. Net income increased 46 percent to $6.4 million, or $0.71 per share, compared with $4.4 million, or $0.56 per share, for the six months ended June 30, 1996. "We were extremely pleased to see strong growth across the board for our highly diversified mix of managed care services," said Donald J. Larson, president and chief executive officer of CRA Managed Care. "We continue to benefit from two important trends in our industry: the transformation of workers' compensation to a managed care delivery system, and the increasing interest of a variety of payors in outsourcing this critically important function." As announced in April 1997, CRA and OccuSystems Inc. have agreed to a merger that will form the nation's first fully integrated managed care company focused on workers' compensation cost containment. The new company created by this merger, Concentra Managed Care Inc., will provide preventive services, first report of injury, primary care, specialist networks, specialized cost containment services and field case management for workers' compensation as well as for the disability and automobile injury markets. In the intervening period since the merger's announcement, the companies have made significant progress in implementing certain activities, such as joint product marketing on both a local and national basis, to achieve the operating synergies envisioned by the merger. The companies note that in May, the Federal Trade Commission granted an early termination to the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and that proxy materials related to the merger are expected to be mailed to shareholders during the week of July 28, 1997. Special meetings of stockholders will be scheduled for late August, and the merger is expected to close immediately thereafter subject to the approval by the stockholders of both companies and the satisfaction of other customary conditions. more... CRA/2 CRA Managed Care provides services designed to reduce the costs associated with workers' compensation, automobile and disability insurance claims. The Company operates one of the largest field case-management organizations in North America, consisting of 122 field case management offices with approximately 1,225 field case managers who provide medical management and return-to-work services in 49 states, the District of Columbia and Canada. The Company also owns FOCUS Healthcare Management Inc., one of the country's largest specialized PPOs focused on the workers' compensation and automobile liability marketplaces; as well as Prompt Associates Inc., a leading provider of both inpatient and outpatient bill review services to the healthcare marketplace for claims that fall outside of a payor's network of hospitals or outpatient facilities. Additionally, CRA provides a broad range of specialized cost containment services from 83 service locations -- including utilization management, telephonic case management and retrospective medical bill review services -- that are designed to reduce costs associated with work- and auto-related injuries. This press release contains certain forwrard-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, the potential adverse impact of governmental regulation on the Compoany's operations, an interruption in its data processing capabilities, operational, financing and strategic risks related to the Company's growth strategy, possible quarterly and annual fluctuations in its operating results, litigation against the Company, possible legal liability for adverse medical consequences, competitive pressures, adverse changes in market conditions for the Company's services, and the dependence of the Company on key management personnel. Additional factors include those described in the Company's Form 10-K filed with the SEC on March 31, 1997 (SEC File No. 02-25856). # # # Copyright-C- 1997 by CRA Managed Care, Inc. All rights reserved. Financial Tables Follow... Statement of Operations (unaudited)
Three Months Ended Six Months Ended June 30 June 30 ------------------- ----------------- 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES............................. $61,130,000 $44,759,000 $115,619,000 $84,984,000 COST OF SERVICES..................... 49,876,000 36,747,000 94,447,000 70,169,000 ----------- ----------- ------------ ----------- GROSS PROFIT.................... 11,254,000 8,012,000 21,172,000 14,815,000 GENERAL & ADMIN EXPENSES............. 4,922,000 3,636,000 9,173,000 6,745,000 ----------- ------------ ------------ ----------- OPERATING INCOME................ 6,332,000 4,376,000 11,999,000 8,070,000 INTEREST EXPENSE, NET................ 357,000 331,000 497,000 525,000 ----------- ----------- ------------- ----------- INCOME BEFORE INCOME TAXES...... 5,975,000 4,045,000 11,502,000 7,545,000 PROVISION FOR INCOME TAXES........... 2,629,000 1,678,000 5,061,000 3,131,000 ----------- ----------- ------------- ----------- NET INCOME........................... $ 3,346,000 $ 2,367,000 $ 6,441,000 $ 4,414,000 ----------- ----------- ------------- ----------- ----------- ----------- ------------- ----------- EARNINGS PER SHARE:.................. $0.37 $0.29 $0.71 $0.56 ----- ----- ----- ----- ----- ----- ----- ----- WEIGHTED AVERAGE SHARES OUTSTANDING........................ 9,081,000 8,150,000 9,092,000 7,850,000 ----------- ----------- ------------ ----------- ----------- ----------- ------------ -----------
Consolidated Balance Sheets (unaudited)
June 30 December 31 1997 1996 ------- ----------- CURRENT ASSETS: Cash and cash equivalents........ $ - $ 2,596,000 Accounts receivable, net......... 49,340,000 36,446,000 Prepaid expenses and prepaid taxes.......................... 904,000 1,012,000 ------------ ------------ Total current assets........ 50,244,000 40,054,000 PROPERTY AND EQUIPMENT, NET........... 15,392,000 8,890,000 GOODWILL, NET......................... 85,045,000 48,788,000 OTHER ASSETS.......................... 242,000 396,000 ------------ ------------ TOTAL ASSETS.......................... $150,923,000 $ 98,128,000 ------------ ------------ ------------ ------------ CURRENT LIABILITIES: Revolving credit facilities...... $ 45,678,000 $ 5,700,000 Current portion of long-term debt........................... 24,000 56,000 Accounts payable and accrued expenses....................... 19,385,000 14,953,000 ------------ ------------- Total current liabilities... 65,087,000 20,709,000 LONG-TERM DEFERRED TAX LIABILITIES.... 841,000 841,000 STOCKHOLDERS' EQUITY.................. 84,995,000 76,578,000 ------------ ------------- TOTAL LIABILITIES AND EQUITY.......... $150,923,000 $ 98,128,000 ------------ ------------- ------------ -------------
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