<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): JANUARY 28, 1998
---------------------
CONCENTRA MANAGED CARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22751 04-3363415
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (617) 367-2163
NOT APPLICABLE
(former address if changed since last report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
See the press release attached hereto as Exhibit 99.1 dated January 28,
1998 announcing that Daniel J. Thomas was named to the new position of
President and Chief Operating Officer of Concentra Managed Care, Inc (the
"Company"). Mr. Thomas was formerly President and Chief Operating Officer of
Concentra Health Services, a division of the Company. John A. McCarthy, Jr.
resigned as Executive Vice President of Managed Care Services of the Company
on January 23, 1998.
See the press release attached hereto as Exhibit 99.1 dated January 29,
1998 announcing financial results for the fourth quarter ended and year ended
December 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release of the Registrant dated January 28, 1998
99.2 Press Release of the Registrant dated January 29, 1998
<PAGE>
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 thereunto duly authorized.
CONCENTRA MANAGED CARE, INC.
(Registrant)
By: /s/ Richard A. Parr II
--------------------------------
Name: Richard A. Parr II
Title: Executive Vice President and
General Counsel
Date: February 2, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Page
- ------- ----
99.1 Press Release of Registrant dated January 28, 1998
99.2 Press Release of Registrant dated January 29, 1998
<PAGE>
EXHIBIT 99.1
[CONCENTRA MANAGED CARE, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Joseph F. Pesce
Chief Financial Officer
(617) 367-2163, EXT. 5101
CONCENTRA MANAGED CARE, INC. NAMES THOMAS TO NEW POST
BOSTON, MASSACHUSETTS, (January 28, 1998) - Daniel J. Thomas, president
of Concentra Health Services, a division of Concentra Managed Care, Inc.,
(Nasdaq/NM:CCMC), has been named to the new position of president and chief
operating officer of Concentra Managed Care, Inc., according to Donald J.
Larson, the company's chairman and CEO.
As president and COO, Thomas will have day to day responsibilities for
the entire operations of the company, including the company's Health Services
and Managed Care Services divisions: FOCUS Healthcare, Inc., Prompt
Associates and First Notice Systems.. He has been president of Concentra
Health Services, the division that operates occupational healthcare centers
across the country. Prior to August 1997, Thomas was president and COO of
OccuSystems, the company that merged with CRA Managed Care to become
Concentra at that time.
"In the 10 months since the merger as announced, Dan has demonstrated
outstanding leadership in bringing our two companies together," says Larson.
"He has gained the respect of everyone who has worded with him. His
commitment to Concentra has been demonstrated on a daily basis and his vision
for the future is consistent with mine. I look forward to working with him
to leverage our core competencies in workers' compensation and grow the group
health and auto components of our business."
Thomas and his family will relocate to Boston from Dallas to assume his new
responsibilities.
Concentra Managed Care is the nation's first fully integrated managed
care company focused on auto and workers' compensation cost containment.
Concentra offers prospective and retrospective services to employers and
insurers of all sizes, providing pre-employment testing, loss prevention
services, first report of injury, injury care, specialist networks and
specialized cost containment to the disability and automobile injury markets.
The Company has 123 field case management offices, with approximately 1,350
field case managers who provide medical management and return to work
services in 49 states, the District of Columbia, and Canada. The Company
also has 83 service locations that provide specialized cost containment
services including utilization management, telephonic case management, and
retrospective bill review. Under the name Concentra Medical Centers, the
Company operates the nation's largest network of occupational healthcare
centers, currently managing the practices of 252 physicians located in 140
centers in 37 markets in 20 states.
<PAGE>
EXHIBIT 99.2
[CONCENTRA MANAGED CARE, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: Joseph F. Pesce
Chief Financial Officer
(617) 367-2163, EXT. 5101
CONCENTRA MANAGED CARE, INC. ANNOUNCES FOURTH-QUARTER AND
YEAR END 1997 FINANCIAL RESULTS
REVENUES UP 36%; OPERATING INCOME INCREASES 73%; AND NET INCOME RISES
50% OVER THE FOURTH QUARTER LAST YEAR
BOSTON, Massachusetts (January 29, 1998) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today announced that revenues for the fourth quarter ended
December 31, 1997, increased 36% to $123,726,000 compared with revenues of
$91,310,000 for the three months ended December 31, 1996. Operating income
for the fourth quarter of 1997 increased 73% to $14,984,000 from $8,685,000
for the same period last year.
Net income for the three months ended December 31, 1997, rose 50% to
$7,587,000, or $0.19 per share, compared with $5,043,000, or $0.13 per share,
for the same period last year after a non-recurring charge of $964,000 (or
$0.02 per share) taken in the fourth quarter of 1996.
For the twelve months ended December 31, 1997, revenues increased 31% to
$458,952,000 compared with revenues of $349,687,000 for the same period last
year. In addition, operating income for the twelve months of 1997 grew 61%
to $60,048,000 from $37,208,000 for the same period last year. Net income
increased 51% to $31,875,000, or $0.82 per share, compared with $21,134,000,
or $0.57 per share, for the same period last year.
The 1997 results do not include a non-recurring charge of $38,625,000
($29,040,000 after tax or $0.74 per share), taken in the third quarter of
1997 for fees, expenses and restructuring charges associated with the merger
of CRA Managed Care, Inc., and OccuSystems to form Concentra Managed Care,
Inc.
"Our end of the year performance really sends a strong message about the
value of our August merger," says Donald J. Larson, chairman and chief
executive officer. "The strong sales performance and our unparalleled
ability to manage the entire episode of care, utilizing our workers'
compensation, auto, disability and group health product offerings make us the
strategic choice in the marketplace. The recent appointment of Dan Thomas as
president and chief operating officer solidifies our strong management team
and positions us for continued success in 1998."
This press release contains certain forward-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 company's operations, and
interruption in its data processing capabilities, operational, financing and
strategic risks related to the Company's growth strategy, possible
fluctuations in quarterly and annual operations, and interruption in its data
processing capabilities, possible legal liability for adverse medical
consequences, competitive pressures, adverse changes in market conditions for
the Company's services, and dependence on key management personnel.
Additional factors include those described in the Company's Securities and
Exchange Commission filings.
Concentra Managed Care is the nation's first fully integrated managed
care company focused on workers' compensation cost containment. Concentra
offers prospective and retrospective services to employers and insurers of
all sizes, providing pre-employment testing, loss prevention services, first
report of injury, injury care, specialist networks and specialized cost
containment to the disability and automobile injury markets. The company has
123 field case management offices, with approximately 1,350 field case
managers who provide medical management and return to work services in 49
states, the District of Columbia, and Canada. The company also has 83
service locations that provide specialized cost containment services
including utilization management, telephonic case management, and
retrospective bill review. Under the name Concentra Medical Centers, the
Company operates the nation's largest network of occupational healthcare
centers, currently managing the practices of 252 physicians located in 140
centers in 37 markets in 20 states.
<PAGE>
CONCENTRA MANAGED CARE, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- ---------------------------
1997 1996 1997 1996
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $123,726,000 $91,310,000 $458,952,000 $349,687,000
COST OF SERVICES 97,830,000 72,922,000 357,431,000 277,839,000
------------ ----------- ------------ ------------
GROSS PROFIT 25,896,000 18,388,000 101,521,000 71,848,000
GENERAL AND ADMINISTRATIVE EXPENSES 9,321,000 7,678,000 36,224,000 30,234,000
AMORTIZATION OF INTANGIBLES 1,591,000 1,061,000 5,249,000 3,422,000
NON-RECURRING CHARGE - 964,000 38,625,000 964,000
------------ ----------- ------------ ------------
OPERATING INCOME 14,984,000 8,685,000 21,423,000 37,208,000
INTEREST AND OTHER EXPENSE, NET 2,547,000 559,000 7,739,000 2,808,000
------------ ----------- ------------ ------------
INCOME BEFORE INCOME TAXES 12,437,000 8,126,000 13,684,000 34,400,000
PROVISION FOR INCOME TAXES 4,850,000 3,083,000 10,849,000 13,266,000
------------ ----------- ------------ ------------
NET INCOME $ 7,587,000 $ 5,043,000 $ 2,835,000 $ 21,134,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
BASIC $0.20 $0.14 $0.07 $0.59
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
DILUTED $0.19 $0.13 $0.07 $0.57
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 38,495,000 37,258,000 37,924,000 35,561,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
DILUTED 39,730,000 38,548,000 39,029,000 37,293,000
------------ ----------- ------------ ------------
------------ ----------- ------------ ------------
</TABLE>
The Financial Accounting Standards Board issued Statement of Accounting
Standards No. 128 ("SFAS 128"), Earnings Per Share which supersedes
Accounting Opinion Bulletin No. 15. SFAS 128 establishes new accounting
standards for the presentation of earnings per share whereby primary earnings
per share is replaced with "Basic Earnings Per Share" and fully diluted
earnings per share is now called "Diluted Earnings Per Share." Under SFAS
128, Basic Earnings Per Share is computed by dividing reported earnings
available to common stockholders by weighted average shares outstanding and
Diluted Earnings Per Share computes the effect of all other outstanding
common stock equivalents under the treasury stock method. SFAS 128 is
effective for quarterly and annual periods ending after December 15, 1997.
