<PAGE> 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): July 30, 1999
RENAL CARE GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27640 62-1622383
- --------------- ----------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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2100 West End Avenue, Suite 800, Nashville, Tennessee 37203
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(Address, including zip code, of principal executive offices)
(615) 345-5500
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On July 30, 1999, Renal Care Group, Inc. (the "Company") issued a press
release relating to the election of William Lapham to the Company's Board of
Directors. Such press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On August 2, 1999, the Company issued a press release relating to the
Company's financial results for the quarter ended June 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 July 30, 1999, regarding the
election of William Lapham to the Board of Directors
of Renal Care Group, Inc.
99.2 Press Release, issued August 2, 1999, announcing
financial results for the quarter ended June 30,
1999.
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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.
/s/ Ronald Hinds
--------------------------------------------
Ronald Hinds
Executive Vice President and
Chief Financial Officer
Date: August 5, 1999
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RENAL CARE GROUP, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
99.1 Press Release, issued July 30, 1999, regarding the appointment of
William Lapham to the Board of Directors of Renal Care Group, Inc.
99.2 Press Release, issued August 2, 1999, announcing financial results for
the quarter ended June 30, 1999.
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EXHIBIT 99.1
RENAL CARE GROUP
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT: RONALD HINDS
CHIEF FINANCIAL OFFICER
615-345-5500
RENAL CARE GROUP, INC. ANNOUNCES
ELECTION OF DIRECTOR
Nashville, Tennessee (July 30, 1999) -- Renal Care Group, Inc. (Nasdaq NM:RCGI)
today announced the election of Mr. William Lapham as a member of Renal Care
Group's Board of Directors.
Mr. Lapham was a top partner with the international accounting firm of
Ernst & Young prior to his recent retirement. During his last seven years with
Ernst & Young, Mr. Lapham resided in Atlanta and was global senior partner
responsible for services to The Coca Cola Company. He served on Ernst & Young's
International Council and was co-chairman of the firm's U.S. multinational
group.
Mr. Lapham began his career with the Dallas office of Ernst & Young in
1963 and subsequently was responsible for major clients in Cleveland and New
York. His experience is significant in the areas of mergers and acquisitions,
joint ventures and entrepreneurially driven companies.
Mr. Sam Brooks, president and chief executive officer of Renal Care
Group, said, "We are excited about the addition of Bill Lapham to Renal Care
Group's Board. Bill brings a wealth of experience and financial knowledge to our
Board. I believe he will be of great help to us as we mature as a company."
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 13,400 patients
through 177 dialysis centers, in addition to providing acute dialysis in 102
hospitals. Approximately 4,000 associates provide services in Renal Care Group'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 the availability of financing.
These and other risks and uncertainties are detailed in the Company's reports
filed with the SEC.
-END-
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EXHIBIT 99.2
Renal Care Group
----------------
N e w s R e l e a s e
FOR IMMEDIATE RELEASE
Contact: Ronald Hinds
Chief Financial Officer
615-345-5500
RENAL CARE GROUP, INC. ANNOUNCES
40% INCREASE IN EARNINGS
Nashville, Tennessee (August 2, 1999) -- Renal Care Group, Inc.
(Nasdaq/NM:RCGI) today announced a 40% increase in earnings per share for the
second quarter ended June 30, 1999.
Mr. Sam Brooks, president and chief executive officer of Renal Care Group,
Inc., said, "This is the 14th consecutive quarter in which we have met or
exceeded analyst expectations since our IPO in February 1996. Our record for
earnings growth is a testament to our ability to forge strong relationships
with physicians, successfully integrate acquisitions, and add value through
improving financial performance and quality of patient care."
Revenues for the second quarter ended June 30, 1999, increased 44% to
$128.5 million compared with revenues, prior to restatement for a
pooling-of-interest transaction, of $89.5 million for the same period in 1998.
Net income before nonrecurring merger costs increased 52% to $12.9 million, or
$0.28 per share, compared with net income of $8.5 million, or $0.20 per share,
in the same period last year.
Revenues for the six months ended June 30, 1999, increased 47% to $249.4
million compared with revenues of $170.0 million for the same period in 1998.
Net income before nonrecurring merger costs increased 55% to $24.8 million, or
$0.53 per share, compared with net income of $16.0 million, or $0.38 per share,
in the same period last year.
-MORE-
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RCGI Announces Second Quarter Results
Page 2
August 2, 1999
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 second quarter ended June 30, 1999, increased 25% to $128.5 million as
compared with $102.5 million for the same period in 1998. Net income before
nonrecurring merger costs increased 39% to $12.9 million, or $0.28 per share,
compared with net income of $9.3 million, or $0.20 per share, in the same
period of last year.
Revenues for the six months ended June 30, 1999, increased 28% to $249.4
million compared with revenues of $194.1 million for the same period in 1998,
also restated for the merger with Dialysis Centers of America. Net income
before nonrecurring merger costs increased 51% to $24.8 million, or $0.53 per
share, compared with net income of $16.4 million, or $0.36 per share, in the
same period last year.
Same-store treatment and revenue growth were 8.7% and 16.4%, respectively,
for the three months ended June 30, 1999. The Company's days revenues in
accounts receivable were 67 days at June 30, 1999, which remains well below the
industry average.
In closing, Mr. Brooks said, "By every measure, the first six months have
been excellent, and we expect this strong momentum to continue into the second
half of the year. We are working with a full pipeline of potential acquisitions
and believe that some of these discussions will bear fruit in the latter part
of the year."
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 13,900 patients
through 179 dialysis centers, in addition to providing acute dialysis services
in 102 hospitals. Over 3,800 associates provide services in 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-
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RCGI Announces Second Quarter Results
Page 3
August 2, 1999
RENAL CARE GROUP, INC.
Unaudited Consolidated Statements of Earnings
(In thousands, except share data)
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<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- --------------------------------------
As Previously As Previously
Restated Reported Restated(1) Reported
1999 1998(1) 1998 1999 1998 1998
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<S> <C> <C> <C> <C> <C> <C>
Net revenue $ 128,496 $ 102,549 $ 89,510 $ 249,357 $ 194,091 $ 169,973
Operating costs and expenses 98,303 80,442 70,081 191,045 154,102 133,571
Depreciation and amortization 6,527 5,218 4,538 12,690 9,831 8,475
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Income from operations 23,666 16,889 14,891 45,622 30,158 27,927
Interest expense 1,288 1,436 780 2,693 2,682 1,342
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Income before merger costs,
minority interest and taxes 22,378 15,453 14,111 42,929 27,476 26,585
Minority interest 1,744 608 608 3,244 1,155 1,155
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Net income before merger costs
and income taxes 20,634 14,845 13,503 39,685 26,321 25,430
Income taxes 7,738 5,549 4,996 14,882 9,922 9,409
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Net income before merger costs $ 12,896 $ 9,296 $ 8,507 $ 24,803 $ 16,399 $ 16,021
========== ========= ========= ========= ========= =========
Diluted earnings per share
before merger costs $ 0.28 $ 0.20 $ 0.20 $ 0.53 $ 0.36 $ 0.38
========== ========= ========= ========= ========= =========
Net income after merger costs $ 12,896 $ 9,107 $ 8,318 $ 21,003 $ 15,769 $ 15,391
========== ========= ========= ========= ========= =========
Diluted earnings per share
after merger costs $ 0.28 $ 0.20 $ 0.19 $ 0.45 $ 0.35 $ 0.36
========== ========= ========= ========= ========= =========
Weighted average shares
outstanding 46,600 45,860 42,675 46,500 45,488 42,300
========== ========= ========= ========= ========= =========
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(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
