<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission File No. 0-27640
RENAL CARE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 62-1622383
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
2100 West End Ave., Suite 800, Nashville, Tennessee 37203
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (615) 321-2333
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days).
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Outstanding at May 7, 1997
- --------------------------------------------------------------------------------
Common Stock, $.01 par value 14,500,055
<PAGE> 2
RENAL CARE GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1996 and March 31, 1997 (unaudited) 1
Consolidated Statements of Operations - (unaudited)
For the three months ended March 31, 1996 and 1997 2
Consolidated Statements of Cash Flows - (unaudited)
For the three months ended March 31, 1996 and 1997 3
Notes to the Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 6
PART II - OTHER INFORMATION
Item 2. Changes in Securities 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RENAL CARE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
--------- --------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 47,624 $ 10,976
Investments, held-to-maturity 5,814 5,841
Accounts receivable, net 28,842 35,036
Inventories 2,658 3,056
Other current assets 1,540 1,972
-------- --------
Total current assets 86,478 56,881
Property and equipment, net 30,739 36,535
Goodwill, net 11,066 43,364
Intangible and other assets, net 3,529 7,088
-------- --------
Total assets $131,812 $143,868
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,984 $ 5,825
Income taxes payable 2,588 1,451
Other current liabilites 26,444 30,031
-------- --------
Total current liabilities 37,016 37,307
Deferred income taxes 1,471 1,471
-------- --------
Total liabilities 38,487 38,778
Stockholders' equity:
Preferred Stock, $.01 par value, 10,000 shares
authorized, none issued -- --
Common stock, $.01 par value, 22,000 shares authorized,
14,182 and 14,492 shares issued and outstanding at
December 31, 1996 and March 31, 1997, respectively 142 145
Additional paid-in capital 89,399 96,866
Retained earnings 3,784 8,079
-------- --------
Total stockholders' equity 93,325 105,090
-------- --------
Total liabilities and stockholders' equity $131,812 $143,868
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE> 4
RENAL CARE GROUP, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1997
------- --------
<S> <C> <C>
Net revenue $24,533 $46,109
Operating costs and expenses:
Patient care costs 16,854 31,934
General and administrative expenses 2,628 4,802
Provision for doubtful accounts 485 942
Depreciation and amortization 873 1,964
------- -------
Total operating costs and expenses 20,840 39,642
------- -------
Income from operations 3,693 6,467
Interest, net 39 404
------- -------
Income before income taxes 3,732 6,871
Provision for income taxes 998 2,577
------- -------
Net income $ 2,734 $ 4,294
======= =======
Earnings per share $ 0.26 $ 0.28
======= =======
Weighted average shares outstanding 10,356 15,125
======= =======
</TABLE>
See accompanying notes to the consolidated financial statements
<PAGE> 5
RENAL CARE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1997
----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 2,734 $ 4,294
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 873 1,964
Changes in assets and liabilities:
Accounts receivable (30) (6,194)
Inventory 209 (398)
Other current assets 913 (232)
Intangible and other assets 1,942 (394)
Accounts payable (176) (2,159)
Other current liabilities 250 1,155
Accrued expenses and other liabilities 886 (270)
Income taxes payable 780 (1,137)
-------- --------
Net cash provided by (used in) operating activities 8,381 (3,371)
INVESTING ACTIVITIES
Purchases of property and equipment (3,141) (4,988)
Cash paid for acquisitions, net of cash acquired -- (28,479)
Held-to-maturity investments, net -- (27)
Cash distributions to founders, net of cash contributions (35,016) --
-------- --------
Net cash used in investing activities (38,157) (33,494)
FINANCING ACTIVITIES
Payments on line of credit (5,336) --
Proceeds from line of credit 5,370 --
Payments on long-term debt (8,867) --
Proceeds from long-term debt 553 --
Proceeds from exercise of stock options -- 217
Proceeds from issuance of common stock 72,178 --
Distribution to owners (1,317) --
-------- --------
Net cash provided by financing activities 62,581 217
-------- --------
Increase (decrease) in cash and cash equivalents 32,805 (36,648)
Cash and cash equivalents, at beginning of period $ 1,341 $ 47,624
-------- --------
Cash and cash equivalents, at end of period $ 34,146 $ 10,976
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year
for:
Income taxes $ -- $ 3,395
======== ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Issuance of common stock in acquisition $ -- $ 5,648
======== ========
Common Stock to Founders $ 14,866 $ --
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE> 6
RENAL CARE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997
(in thousands, except per share data)
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
Overview
Renal Care Group, Inc. is a nephrology services company that was founded in
June 1995 to focus on the provision of care to patients with kidney disease,
including patients suffering from chronic kidney failure. The Company
currently provides dialysis and ancillary services to approximately 6,300
patients through 103 owned and managed outpatient dialysis centers in 17
states, in addition to providing acute dialysis services in 51 hospitals.
In February 1996, Renal Care Group, Inc., a Delaware corporation (the
"Company") acquired simultaneously with the closing of its initial public
offering (the "Offering"), five companies: Kidney Care, Inc. ("KCI"), and
Medical Enterprises, Ltd. ("MEL") (KCI and MEL collectively "Kidney Care"),
D.M.N. Professional Corporation ("DMN"), Tyler Nephrology Associates, P.A.
("TNA"), Kansas Nephrology Associates ("KNA"), and Renal Care Group, Inc. a
Tennessee Corporation ("RCG"). These five businesses, together with the
Company, are referred herein as the "Founding Companies" and the transaction
described above is referred to herein as the "Combination". The Company is a
specialized provider of nephrology services.
Interim Financial Statements
In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operation for the interim periods
a fair statement of such operations. All such adjustments are of a normal
recurring nature. Operating results for interim periods are not necessarily
indicative of results which may be expected for the year as a whole. It is
suggested that these financial statements be read in conjunction with the
consolidated financial statements and the related notes thereto included in the
Company's Form 10-K as filed with the Securities and Exchange Commission on
March 31, 1997.
NOTE 2 - ACQUISITIONS
The Company acquired a 51% interest in a joint venture with an entity comprised
of The Cleveland Clinic Foundation and The MetroHealth System as of January 1,
1997. The joint venture currently provides dialysis services to approximately
450 patients.
On March 27, 1997 the Company completed an acquisition of substantially all of
the assets of seven federated dialysis facilities in Central Indiana: Eastern
Indiana Kidney Center, Richmond Indiana; Southern Indiana Kidney Center,
Greensburg, Indiana; Saint Joseph Dialysis Center, Kokomo, Indiana; and
Indiana Kidney Center, Indiana Kidney Center South, St. Vincent Dialysis Center
and St. Vincent Dialysis Center West, all in Indianapolis, Indiana. The
facilities currently provide treatment to approximately 600 patients as well as
acute, inpatient dialysis treatment services to four local hospitals.
<PAGE> 7
RENAL CARE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 - SUBSEQUENT EVENTS
On April 8, 1997, the Company executed a definitive agreement with owners of
dialysis operations in Toms River, New Jersey to jointly provide dialysis
services to patients with End Stage Renal Disease. The Company will acquire
51% of the assets of the current operations and provide management services to
an existing dialysis facility. Subsequent to the transactions, the joint
venture will construct a state-of-the-art dialysis center to serve the existing
260 patients. In addition, the Company has executed a definitive agreement
with Southern Ocean County Hospital of Manahawkin, New Jersey, to jointly
develop a new dialysis facility. The Company will retain 51% ownership and
provide management services to the joint venture which will serve approximately
40 patients. Acute, in-patient dialysis services will be provided to Community
Medical Center and Southern Ocean County Hospital by the Company.
Effective May 5, 1997, the Company executed a definitive merger agreement with
Bay Area Dialysis Services of Corpus Christi, Texas, a provider of dialysis
services to approximately 330 patients. Bay Area Dialysis Services operates
six dialysis facilities in Corpus Christi and the surrounding area and provides
acute dialysis services to two local hospitals. As part of the transaction, the
Company will manage the practice of five nephrologists.
NOTE 4 - SHAREHOLDER RIGHTS PLAN
On May 2, 1997, the Company's Board of Directors approved a
Shareholder Protection Rights Agreement (the "Rights Plan") and declared a
dividend of one preferred stock purchase right (a "Right") in respect of each
share of the Company's Common Stock outstanding on the record date of June 2,
1997. Each Right entitles the holder to purchase from the Company one
one-hundredth (1/100th) of a share of Series A Junior Participating Preferred
Stock at an exercise price of $140, subject to certain adjustments. The Rights
are generally not exercisable until ten business days after an announcement by
the Company that a person or group of affiliated persons (an "Acquiring
Person") has acquired, obtained the right to acquire or has commenced a tender
or exchange offer to acquire beneficial ownership of 15% of more of the
Company's then outstanding shares of Common Stock.
In the event the Rights become exercisable, each Right will enable the
owner thereof, other than the Acquiring Person, to purchase at the Right's then
current exercise price a number of shares of Common Stock with a market value
equal to twice the exercise price. Further, after the Rights become
exercisable, the Company may not consolidate or merge with, or sell 50% or more
of its assets or earnings power to, any person if the Company's Board of
Directors is controlled by the Acquiring Person, unless provision is made for
each Right to become a right to purchase a number of shares of common stock of
such other person having twice the market value of the exercise price of the
Rights. In
<PAGE> 8
RENAL CARE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
addition, unless the Acquiring Person owns more than 50% of the outstanding
shares of Common Stock, the Board of Directors may elect to exchange all
outstanding Rights (other than those owned by such Acquiring Person at an
exchange ratio of one share of Common Stock per each Right. All Rights that
are owned by any person on or after the date such person becomes an Acquiring
Person will be null and void.
The Board of Directors may terminate the Rights at any time prior to
the Rights becoming exercisable and, unless extended, the Rights will terminate
by their terms effective May 2, 2007. The Board of Directors adopted the
Rights Plan to protect the Company's stockholders from coercive or abusive
takeover tactics and to give the Board of Directors more negotiating leverage
in dealing with prospective acquirors.
NOTE 5 - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact is
expected to result in an increase in primary earnings per share for the first
quarter ended March 31, 1997 and March 31, 1996 of $.30 and $.29, respectively.
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
In February 1996, the Company commenced its business with the
simultaneous acquisition of the five Founding Companies. As a result of this
combination, a comparison of the current operations of the Company to its
historical operations is not considered meaningful. Therefore, the results of
operations for 1996 in the table below reflect the unaudited historical
operations of the Company combined with the operations of the Founding
Companies as if the Combination occurred January 1, 1997.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1997
PRO FORMA ACTUAL
--------------------- -----------------------
<S> <C> <C> <C> <C>
Net Revenue $ 30,909 100.0% $ 46,109 100.0%
Operating costs and expenses:
Patient care costs 21,581 69.8% 31,934 69.3%
General and administrative expenses 3,061 9.9% 4,802 10.4%
Provision for doubtful accounts 610 2.0% 942 2.0%
Depreciation and amortization 1,046 3.4% 1,964 4.3%
------- ----- ------- -----
Total operating costs and expenses 26,298 85.1% 39,642 86.0%
------ ---- ------ ----
Income from operations 4,611 14.9% 6,467 14.0%
Interest, net (55) -0.2% 404 0.9%
-------- ----- ------- -----
Income before income taxes 4,556 14.7% 6,871 14.9%
Income taxes 1,731 5.6% 2,577 5.6%
------- ----- ------- -----
Net income $ 2,825 9.1% $ 4,294 9.3%
======= ===== ======= =====
Earnings per share $ 0.22 $ 0.28
======= =======
Weighted average number of common
shares and equivalents outstanding 12,563 15,125
</TABLE>
<PAGE> 10
RENAL CARE GROUP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Net revenue. Net revenue increased from $30,909,000 for the three
months ended March 31, 1996 to $46,109,000 for the three months ended March 31,
1997, an increase of $15,200,000, or 49.2%. This increase resulted primarily
from a 35.9% increase in the number of treatments from 164,988 in the 1996
period to 224,168 in the 1997 period and a 10.3% increase in average revenue
per treatment from $185 in the 1996 period to $204 in the 1997 period. The
revenue per treatment increase is due to an increase in charges to commercial
payors, higher revenue generating acute treatments, greater erythropoietin
(EPO) and other chargeable drug utilization.
Patient Care Costs. Patient care costs consist of costs directly
related to the care of patients, including direct labor, drugs and other
medical supplies, and operational costs of facilities. Patient care costs
increased from $21,581,000 for the three months ended March 31, 1996 to
$31,934,000 for the three months ended March 31, 1997, an increase of
$10,353,000, or 48.0%. This increase was due to the increase in number of
associated treatments, which caused a corresponding increase in the use of
drugs and supplies. Patient care costs as a percent of net revenue decreased
from 69.8% in the 1996 period to 69.3% in the 1997 period. Patient care cost
per treatment increased from $131 in 1996 to $142 in 1997, or 8.4%. This
increase is due to normal healthcare inflation, the increase in higher cost
acute treatments, and greater EPO and other drug utilization costs.
General and Administrative Expenses. General and administrative
expenses include corporate office costs and facility costs not directly related
to the care of patients, including facility administration, accounting,
billing, and information systems. General and administrative expenses
increased from $3,061,000 for the three months ended March 31, 1996 to
$4,802,000 for the three months ended March 31, 1997, an increase of
$1,741,000, or 56.9%. General and administrative expenses increased as a
percent of revenue in the 1997 period by .5%. The net increase was a result
of increased corporate overhead expenses and was partially offset by reduced
compensation to prior physician owners.
Provision for Doubtful Accounts. The provision for doubtful accounts
is a function of patient mix, billing practices, and other factors. It is the
Company's practice to reserve for doubtful accounts in the period in which the
revenue is recognized based on management's estimate of the net collectibility
of the accounts receivable. The provision for doubtful accounts increased from
$610,000 for the three months ended March 31, 1996 to $942,000 for the three
months ended March 31, 1997. The provision for doubtful accounts as a percent
of net revenue remained constant at 2.0% for the 1996 and 1997 periods.
<PAGE> 11
RENAL CARE GROUP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
Depreciation and Amortization. Depreciation and amortization
increased from $1,046,000 for the three months ended March 31, 1996 to
$1,964,000 for the three months ended March 31, 1997, an increase of $918,000,
or 87.8%. This net increase was due to the recording of additional
depreciation and amortization due to the Company's acquisition program, the
purchase of patient care facilities previously leased, higher than normal
replacement of dialysis machines and related equipment, and the purchase of a
clinical computer system.
Income from Operations. Income from operations increased from
$4,611,000 for the three months ended March 31, 1996 to $6,467,000 for the
three months ended March 31, 1997, an increase of $1,856,000, or 40.3%. Income
from operations increased due to the increase in net revenue in excess of
patient care and other operating costs and expenses, which was primarily due to
an increase in the number of affiliated dialysis centers and the growth rate of
the number and types of treatments.
Interest, Net. Interest income increased from net interest expense of
$55,000 for the three months ended March 31, 1996 to net interest income of
$404,000 for the three months ended March 31, 1997, a net increase of $459,000.
This net increase was due to the completion of the Initial and Secondary Public
Offerings during the 1996 period and the payoff of substantially all borrowings
of the Founding Companies at the time of the Offering through the use of
proceeds.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital primarily for the acquisition and the
development of dialysis facilities, the purchase of property and equipment for
existing facilities and to finance working capital requirements. At March 31,
1997, the Company's working capital was $19,574,000, cash and cash equivalents
were $10,976,000 and the Company's current ratio was 1.5 to 1.
The Company's net cash used in operating activities was $3,371,000 in
the three months ended March 31, 1997. Generally, cash used in operating
activities resulted from an increase in accounts receivable that was greater
than net income plus depreciation and amortization for the period, and a
reduction in trade and other liabilities. The Company's net cash used in
investing activities was $33,494,000 in the three months ended March 31, 1997.
Cash provided by financing activities was $217,000 for the three months ended
March 31, 1997. Cash used in investing activities resulted from $28,479,000 of
cash paid for acquisitions, net of cash acquired, $4,988,000 of capital
expenditures, and net investments in securities of $27,000.
<PAGE> 12
RENAL CARE GROUP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
The Company's line of credit allows for borrowings of up to
$35,000,000 to be used for acquisitions, working capital and capital
expenditures. The line of credit requires payments of interest only until May
1998 with the balance outstanding at that time amortized quarterly over the
next three years. The credit facility bears interest at one of two floating
rates selected by the Company: (i) the base rate plus margin ranging from 0.00%
to 1.00% or (ii) LIBOR plus a margin of 0.95% to 2.70%. There were no amounts
outstanding under the line of credit at March 31, 1997.
A significant component of the Company's growth strategy is the
acquisition and development of dialysis facilities. The Company believes that
existing cash and funds from operations, together with funds available under
the line of credit, will be sufficient to meet the Company's acquisition,
expansion, capital expenditure and working capital needs through at least the
end of 1997. However, in order to finance certain large strategic acquisition
opportunities, the Company may incur from time to time additional short and
long-term bank indebtedness and may issue equity or debt securities, the
availability and terms of which will depend on market and other conditions.
There can be no assurance that such additional financing, if required, will be
available on terms acceptable to the Company.
Under its agreement with KCI in connection with the Combination, the
Company has certain contingent payments payable on each of April 30, 1997 and
1998 based on a formula applied to the amount by which pre-tax earnings of the
operations acquired from Kidney Care for the 12 months ended December 31, 1996
and 1997, respectively, exceed the pre-tax earnings of such operations for the
12 months ended December 31, 1994. The maximum aggregate amount of the
contingent payments is $7,000,000 and approximately $1,500,000 was paid during
the second quarter of 1997. The Company expects to satisfy the remaining
obligation through working capital.
This report, press releases and other public statements by the Company
contain "forward-looking statements," within the meaning of various provisions
of the federal securities laws, that address activities, events or developments
that will or may occur in the future. These statements are based on
assumptions and analyses made by the Company in light of its experience and
perception of historical trends, current conditions and expected future
developments, and other factors believed appropriate in the circumstances.
Actual results and developments are subject to a number of risks and
uncertainties, including general economic, market or business conditions;
opportunities (or lack thereof) that may be presented to and pursued by the
Company; competitive actions by other companies; changes in laws or
regulations; and other factors as may be discussed from time to time in the
Company's SEC reports and other filings, many of which are beyond the control
of the Company. Accordingly, readers are cautioned not to place undue reliance
on such forward looking statements, which speak only as of the date made and
which the Company undertakes no obligation to revise to reflect events after
the date made.
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
(a) None
(b) None
(c) On March 27, 1997, the Company issued 216,542 shares of Common
Stock to Eastern Indiana Kidney Center, Indiana Kidney Center,
Indiana Kidney Center South, LLC, St. Vincent Dialysis Center,
Saint Joseph Dialysis Center, and Indiana Dialysis Services, P.C.
in a private placement pursuant to the exemption from registration
set forth from registration set forth in Section 4(2) of the
Securities Act.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
(a) Exhibits
4.3 Shareholder Rights Protection Agreement, dated May 2,
1997 between Renal Care Group, Inc. and First Union
National Bank of North Carolina, as Rights Agent
(Incorporated by reference from the Company's Current
Report on Form 8-K filed May 5, 1997).
11 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule
<PAGE> 14
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 thereunto duly authorized.
RENAL CARE GROUP, INC.
---------------------------------
(Registrant)
May 15, 1997 BY: /s/ Robert K. Stillwell
- ----------------- -------------------------------
Robert K. Stillwell
Vice President, Chief Accounting
Officer
May 15, 1997 BY: /s/ Ronald Hinds
- ----------------- -------------------------------
Ronald Hinds
Executive Vice President,
Chief Financial Officer
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Page No.
- ------ ----------------------- --------
<S> <C> <C>
4.3 Shareholder Rights Protection Agreement, dated May 2, 1997 between
Renal Care Group, Inc. and First Union National Bank of North
Carolina, as Rights Agent (Incorporated by reference from the
Company's Current Report on Form 8-K filed May 5, 1997).
11 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
Exhibit 11 - Statement Re: Computation of Earnings Per Share
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1997
------ ------
<S> <C> <C>
Primary:
Average Shares Outstanding 9,508 14,407
Net Effect of dilutive stock options -
based on treasury stock method
using average market price 848 718
------ ------
Totals 10,356 15,125
====== ======
Net Income 2,734 4,294
====== ======
Earnings Per Share .26 .28
====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RENAL CARE GROUP, INC FOR THE THREE MONTHS ENDED MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 10,976
<SECURITIES> 5,841
<RECEIVABLES> 35,036
<ALLOWANCES> 0
<INVENTORY> 3,056
<CURRENT-ASSETS> 56,881
<PP&E> 36,535
<DEPRECIATION> 0
<TOTAL-ASSETS> 143,868
<CURRENT-LIABILITIES> 37,307
<BONDS> 0
0
0
<COMMON> 145
<OTHER-SE> 104,945
<TOTAL-LIABILITY-AND-EQUITY> 143,868
<SALES> 46,109
<TOTAL-REVENUES> 46,109
<CGS> 31,934
<TOTAL-COSTS> 31,934
<OTHER-EXPENSES> 6,766
<LOSS-PROVISION> 942
<INTEREST-EXPENSE> (404)
<INCOME-PRETAX> 6,871
<INCOME-TAX> 2,577
<INCOME-CONTINUING> 4,294
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,294
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
