<PAGE>
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
<PAGE>
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.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Page
Exhibit Number
- --------------- ------------------------------------- -----------
<C> <S> <C>
20.1 Press release, dated August 6, 1996.
20.2 Press release, dated August 29, 1996.
=============== ===================================== ===========
</TABLE>
3.
<PAGE>
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.
<PAGE>
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
<PAGE>
1-800-PRO-INFO and dial company code 039.
- -0-
<PAGE>
TOTAL RENAL CARE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
------------------------------- ------------------------------
1996 1995 1996 1995
--------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
TOTAL RENAL CARE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------------- -------------
(unaudited)
<S> <C> <C>
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
</TABLE>
<PAGE>
- --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)
<PAGE>
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.
