<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
{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
Commission file 02-25856
CRA MANAGED CARE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2658593)
(State or other jurisdiction of (I.R.S. employer identification No.
incorporation or organization)
312 Union Wharf, Boston Massachusetts 02109
(Address of principal executive offices (Zip code)
</TABLE>
Registrant's telephone number, including area code: (617) 367-2163
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 twelve months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
Yes {X} No{ }
At April 25, 1997, the registrant had outstanding an aggregate of 8,962,185
shares of its Common Stock, $.01 par value.
<PAGE>
CRA Managed Care, Inc.
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheet at December 31, 1996 and March 31, 1997 (Unaudited)...................................3
Consolidated Statements of Operations (Unaudited) for the Three Months ended March 31, 1996 and 1997.............4
Consolidated Statements of Cash Flow (Unaudited) for the Three Months Ended March 31, 1996 and 1997..............5
Notes to Consolidated Financial Statements (Unaudited)...........................................................6
Management's Discussion and Analysis of Financial Condition and Results of Operations............................8
PART II. OTHER INFORMATION.......................................................................................10
Signature........................................................................................................11
EXHIBIT INDEX....................................................................................................12
</TABLE>
2
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND MARCH 31, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER MARCH
ASSETS 31, 1996 31, 1997
- -------------------------------------------------------------- ------------- --------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents..................................... $ 2,596,000 $ 1,692,000
Accounts receivable, less allowance for doubtful accounts of
$2,167,000 and $2,366,000 respectively...................... 36,446,000 41,478,000
Prepaid expenses.............................................. 1,012,000 939,000
------------- --------------
Total current assets.......................................... 40,054,000 44,109,000
PROPERTY AND EQUIPMENT, AT COST............................... 20,906,000 22,331,000
Less: Accumulated depreciation and amortization............... 12,016,000 12,765,000
------------- --------------
Net property and equipment.................................... 8,890,000 9,566,000
GOODWILL, NET................................................. 48,788,000 48,376,000
OTHER ASSETS.................................................. 396,000 327,000
------------- --------------
$ 98,128,000 $ 102,378,000
------------- --------------
------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Credit Facility............................................... $ 5,700,000 $ 6,012,000
Current portion of long-term debt............................. 56,000 40,000
Accounts payable and accrued expenses......................... 7,975,000 7,025,000
Accrued payroll and related expenses.......................... 6,663,000 6,280,000
Accrued income taxes.......................................... 315,000 1,393,000
------------- --------------
Total current liabilities..................................... 20,709,000 20,750,000
LONG-TERM DEFERRED TAX LIABILITIES............................ 841,000 841,000
STOCKHOLDERS' EQUITY :
Common stock.................................................. 89,000 90,000
Paid-in-capital............................................... 91,234,000 92,347,000
Retained deficit.............................................. (14,745,000) (11,650,000)
------------- --------------
Total stockholders' equity.................................... 76,578,000 80,787,000
------------- --------------
$ 98,128,000 $ 102,378,000
------------- --------------
------------- --------------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
3
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
<TABLE>
<CAPTION>
1996 1997
------------- -------------
<S> <C> <C>
Revenues....................................................... $ 40,225,000 $ 54,489,000
Cost of services............................................... 33,422,000 44,571,000
------------- -------------
Gross profit................................................... 6,803,000 9,918,000
General and administrative expenses............................ 3,109,000 4,251,000
------------- -------------
Operating income............................................... 3,694,000 5,667,000
Interest expense, net.......................................... 194,000 140,000
------------- -------------
Income before income taxes..................................... 3,500,000 5,527,000
Provision for income taxes..................................... 1,453,000 2,432,000
------------- -------------
Net income..................................................... $ 2,047,000 $ 3,095,000
------------- -------------
------------- -------------
Earnings per share............................................. $ 0.27 $ 0.34
------------- -------------
------------- -------------
Weighted average shares outstanding............................ 7,550,000 9,102,000
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
4
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income........................................................ $ 2,047,000 $ 3,095,000
Items not requiring cash:
Depreciation of property and equipment............................ 453,000 749,000
Amortization of goodwill.......................................... -- 415,000
Provision for doubtful accounts................................... 70,000 61,000
Change in assets and liabilities:
Accounts receivable............................................... (2,654,000) (5,093,000)
Prepaid expenses, prepaid income taxes and deposits............... 239,000 139,000
Accounts payable, accrued expenses and income taxes............... 495,000 (255,000)
------------ ------------
Cash flows from (used for) operations............................. 650,000 (889,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment................................ (575,000) (1,425,000)
------------ ------------
Cash flows used for investing activities.......................... (575,000) (1,425,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under the Credit Facility.......................... 4,800,000 312,000
Payment on the Junior Subordinated Notes.......................... (5,000,000) --
Payment on long-term debt......................................... -- (16,000)
Proceeds from the sale of Common Stock under employee stock
purchase plan and stock option plans............................ 13,000 1,114,000
------------ ------------
Cash flows from (used for) financing activities................... (187,000) 1,410,000
------------ ------------
NET DECREASE IN CASH.............................................. (112,000) (904,000)
------------ ------------
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...................... 3,005,000 2,596,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......................... $ 2,893,000 $ 1,692,000
------------ ------------
------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................................... $ 94,000 $ 156,000
Income taxes paid................................................. $ 125,000 $ 953,000
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
5
<PAGE>
CRA MANAGED CARE, INC.
NOTES TO FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission, and reflect all adjustments (all of which are of a normal recurring
nature) which, in the opinion of management, are necessary for a fair statement
of the results of the interim periods presented. These financial statements do
not include all disclosures associated with the annual financial statements and,
accordingly, should be read in conjunction with the attached Management's
Discussion and Analysis of Financial Condition and Results of Operation and the
financial statements and footnotes for the year ended December 31, 1996 included
in the Company's Form 10-K filed with the Securities and Exchange Commission on
March 31, 1997.
(1) ACQUISITIONS
On April 2, 1996, the Company purchased FOCUS HealthCare Management, Inc.
("FOCUS") from United HealthCare Corporation. FOCUS, based in Brentwood,
Tennessee, has built and maintains one of the nation's largest workers'
compensation preferred provider organization networks.
On May 29, 1996, the Company acquired all the outstanding capital stock of
QMC3, Inc. ("QMC3"). QMC3, based in Denver, Colorado, is a leading managed care
services company serving the automobile liability insurance market which was
instrumental in helping to obtain the passage of legislation in Colorado and New
York enabling the mandatory direction of medical care for automobile accident
victims.
On October 29, 1996, the Company purchased Prompt Associates, Inc.
("Prompt"). Prompt, based in Salt Lake City, Utah, is one of the leading
providers of hospital bill audit services to the group health payor community
for claims that fall outside of an indemnity carrier's, third-party
administrator's or health maintenance organization's network of hospital or
outpatient facilities.
(2) PRO FORMA EARNINGS PER SHARE UNDER PENDING ACCOUNTING STANDARD
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. Had the Company adopted SFAS 128, Basic Earning Per
Share would have been $0.35 and $0.28 for the quarter ended March 31, 1997 and
1996, respectively while Diluted Earnings Per Share would have $0.34 and $0.27
(the same amount as shown on the Company's Consolidated Statement of Operations)
for the quarter ended March 31, 1997 and 1996, respectively.
6
<PAGE>
CRA MANAGED CARE, INC.
NOTES TO FINANCIAL STATEMENTS
(3) Subsequent Event--Proposed Merger With OccuSystems, Inc.
On April 21, 1997, the Company and OccuSystems, Inc. ("OccuSystems") and
Concentra Managed Care, Inc. ("Concentra"), a corporation owned by the
Company and OccuSystems, entered into an Agreement and Plan of Reorganization
(the" Reorganization Agreement"). The Reorganization Agreement contemplates
simultaneous mergers (the "Mergers") (i) of OccuSystems with and into
Concentra, with Concentra as the surviving corporation of such merger and
(ii) of the newly-formed subsidiary of Concentra into the Company, with the
Company as the surviving corporation of such merger. The Mergers will be a
tax-free stock for stock exchange to be accounted for as a pooling of
interest. The outstanding shares of both companies will be exchanged for new
shares in Concentra in the Mergers. OccuSystems' approximately 21.6 million
outstanding shares will be exchanged for 57.3% of Concentra while the
Company's approximately 9.0 million outstanding shares will be exchanged for
42.7% of Concentra (assuming none of the Company's stockholders exercise
appraisal rights).
In connection with the Reorganization Agreement, the Company and OccuSystems
granted each other an option to purchase up to 10% of each other's common stock,
excercisable upon termination of the Reorganization Agreement in certain
circumstances. The Reorganization Agreement provides that, in the event the
Mergers are terminated under any such circumstances, the Company or OccuSystems
may be required to pay the other a termination fee of $10 million.
The Mergers remain subject to approval by the companies' stockholders and
special meetings for this purpose are expected to be schedule early in the third
quarter of 1997. The Mergers are also contingent on the applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act and other
customary conditions.
7
<PAGE>
CRA Managed Care, Inc.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results
of Operations should be read in conjunction with the financial statements and
footnotes for the three months ended March 31, 1997 and the year ended December
31, 1996 contained in the Company's Form 10-K filed with the Securities and
Exchange Commission on March 31, 1997.
REVENUES
Revenues increased 35.5% in the first quarter of 1997 to $54,489,000 from
$40,225,000 in the first quarter of 1996. Field case management revenues
increased 12.6% in the first quarter of 1997 to $32,389,000 from $28,765,000 in
the first quarter of 1996, while specialized cost containment revenues increased
92.8% in the first quarter of 1997 to $22,100,000 from $11,460,000 in the first
quarter of 1996. The field case management revenue growth is primarily
attributable growth in revenues from existing service locations and the opening
of nine offices subsequent to the first quarter of 1996. The specialized cost
containment revenue growth is primarily attributable to the acquisition of
FOCUS, QMC3 and Prompt. Excluding these acquisitions, cost containment revenues
would have increased approximately 32.4% over 1996. This revenue growth is
attributable to growth in retrospective bill review, telephonic case management
and claims review services in existing service locations and the addition of 22
service locations subsequent to the first quarter of 1996, excluding the service
locations associated with the FOCUS, QMC3 and Prompt acquisitions.
COST OF SERVICES
Cost of services increased 33.4% in the first quarter of 1997 to $44,571,000
from $33,422,000 in the first quarter of 1996 due to an increase in revenues
and the acquisitions of FOCUS, QMC3 and Prompt. Cost of services as a
percentage of revenue decreased to 81.8% in the first quarter of 1997
compared to 83.1% in the first quarter of 1996. This improvement in gross
margin is primarily the result of productivity gains in field case management
services coupled with a shift in the Company's revenue mix towards
specialized cost containment services, including the services provided by
FOCUS, QMC3 and Prompt, which historically have had higher gross profit
margins than revenues derived from field case management services.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased 36.7% in the first quarter of
1997 to $4,251,000 from $3,109,000 in the first quarter of 1996, or 7.8% and
7.7% as a percentage of revenue for the first quarter of 1997 and 1996,
respectively. The increase in general and administrative expenses in 1997
primarily was due to increased expenditures for marketing initiatives,
additional investments in the information technology group and general and
administrative expense associated with FOCUS and Prompt.
INTEREST EXPENSE
Interest expense decreased $54,000 in the first quarter of 1997 to $140,000
from $194,000 in the first quarter of 1996 due primarily to lower borrowings
under the Company's Credit Facility.
PROVISION FOR INCOME TAXES
The Company's provision for income taxes in the first quarter of 1997 of
$2,432,000 resulted in an effective tax rate of 44% compared to 41.5% for the
first quarter of 1996. The Company expects to continue to provide for its taxes
at the higher effective tax rate for the remainder of the year due to the
non-deductibility of goodwill amortization associated with the FOCUS and Prompt
acquisitions.
8
<PAGE>
CRA Managed Care, Inc.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used for operations was $889,000 for the first three months of
1997 while cash flows generated from operations was $650,000 for the first three
months of 1996. During the first three months of 1997, working capital used
$5,209,000 of cash due primarily to an increase in accounts receivable of
$5,093,000 and a decrease in accounts payable, accrued expenses and income taxes
of $255,000 offset by a decrease in prepaid expenses and deposits of $139,000.
Accounts receivable increased due to continued revenue growth while accounts
payable decreased due the timing of payments, primarily the payment of income
taxes. The Company used $1,425,000 of cash to purchase property and equipment
during the first three months of 1997, the majority of which was spent on new
computer and software technology.
The Company believes that cash flow generated from operations supplemented
by short-term borrowings under the Credit Facility, will be sufficient to fund
the Company's working capital, capital expenditure and debt service requirements
for at least the next twelve months.
9
<PAGE>
CRA Managed Care, Inc.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On April 21, 1997, the Company entered into the Reorganization Agreement
referred to in Note (3) to the Company's financial statements included in Part I
of this report. Exhibit 99 contains a press release made by the Company relating
thereto and is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11--Calculation of Shares Used in Determining Earnings Per Share
Exhibit 99--Press Release Concerning Reorganization Agreement
(b) Reports on Form 8-K
No current reports on Form 8-K were filed during the three months ended
March 31, 1997.
10
<PAGE>
CRA Managed Care, Inc.
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.
CRA MANAGED CARE, INC.
DATE: APRIL 28, 1997 BY: BY: /S/ JOSEPH F. PESCE.
-------------------------------------------
JOSEPH F. PESCE
SENIOR VICE PRESIDENT--FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL OFFICER
AND TREASURER
11
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CRA MANAGED CARE, INC.
EXHIBIT INDEX
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PAGE
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11 CRA Managed Care, Inc.--Calculation of Shares Used in Determining Earnings Per Share................. 13
99 Press Release Concerning Reorganization Agreement.................................................... 14
</TABLE>
12
<PAGE>
Exhibit 11
CRA Managed Care, Inc.
CALCULATION OF SHARES USED IN DETERMINING EARNINGS PER SHARE
for the Three Months Ended March 31, 1996 and 1997
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Weighted average number of shares of common
stock outstanding during the period...................... 7,373,000 8,935,000
Common stock equivalents, under the
treasury stock method..................................... 177,000 167,000
---------- ----------
7,550,000 9,102,000
---------- ----------
---------- ----------
</TABLE>
13
<PAGE>
FOR IMMEDIATE RELEASE
Contacts:
Donald J. Larson John K. Carlyle
President and Chief Executive Officer Chairman and Chief Executive Officer
CRA Managed Care, Inc. OccuSystems, Inc.
(617) 367-2163 (972) 484-2700
OCCUSYSTEMS AND CRA MANAGED CARE AGREE TO MERGE
BOSTON, Massachusetts and DALLAS, Texas (April 21, 1997) -- CRA Managed Care,
Inc. (Nasdaq/NM:CRAA) and OccuSystems, Inc. (Nasdaq/NM:OSYS) today jointly
announced that the two companies have agreed to a merger that will create the
nation's first fully integrated managed care company focused on workers'
compensation cost containment. The new company formed by this merger,
Concentra-Registered Trademark Managed Care, Inc., will provide preventive
services, first report of injury, primary care, specialist networks,
specialized cost containment services, and field case management for worker's
compensation as well as for the disability and automobile injury markets.
Concentra Managed Care will have operations in 49 states, the District of
Columbia, and Canada. The combined revenues for the year ended December 31,
1996, were approximately $350 million, and the two companies currently have a
combined market capitalization of approximately $800 million.
John K. Carlyle, Chairman and Chief Executive Officer of OccuSystems,
will become Chairman of Concentra Managed Care. Commenting on the
announcement, he said, "This union combines the considerable strengths and
capabilities of the industry's leading participants to form a company that is
well positioned to capitalize on the trends emerging in workers'
compensation. With complementary business models now to be joined into one
unified company, Concentra Managed Care will offer prospective and
retrospective services to employers and insurers of all sizes, and these
services will be especially appealing to those who seek broad geographic
coverage for a comprehensive solution to their workers' compensation needs in
multiple locations. As one company, we will be strongly positioned to
participate across the continuum of care, bringing a full solution to bear on
costs throughout the entire injury resolution process."
Donald J. Larson, presently President and Chief Executive Officer of
CRA, will be President and Chief Executive Officer of the new combined
company. He added, "By combining OccuSystems' network of affiliated
physicians with CRA's preferred provider organization, we
-MORE-
<PAGE>
CRAA and OSYS to Merge
Page 2
April 21, 1997
are creating a network of providers for workers' compensation that is
unparalleled in scope, national presence, and breadth of services. Because of
CRA's broad range of cost containment and case management services, this
merger positions Concentra Managed Care to meet a full spectrum of customer
needs in workers' compensation, including primary care clinical services and
preventive patient management. Furthermore, by enhancing our ability to
direct care and to take an outcomes-driven approach to managed care, the
merger with OccuSystems will provide additional opportunities for growth in
workers' compensation, and for continued expansion into other markets such as
disability claims and automobile injuries."
The merger has been structured as a tax-free stock-for-stock exchange to
be accounted for as a pooling of interests. The outstanding shares of both
companies will be exchanged for new shares in Concentra Managed Care on the
basis that each share of OccuSystems will equate to 0.56 shares of CRA.
OccuSystems' 21.6 million shares will be exchanged for 57.3% of the combined
company, while CRA's 9.0 million shares will be exchanged for 42.7% of
Concentra Managed Care.
In connection with the merger agreement, CRA and OccuSystems mutually
have granted each other an option to purchase up to 10% of each other's
common stock, exercisable upon termination of the merger agreement under
certain circumstances. In the event the merger is similarly terminated by
either company, CRA and OccuSystems also have agreed that the terminating
company will pay the other company a termination fee of $10 million.
Alex. Brown & Sons is serving as financial advisor to CRA and has
rendered a fairness opinion to CRA's Board of Directors with respect to the
proposed merger. Donaldson, Lufkin & Jenrette Securities Corporation is
serving as financial advisor to OccuSystems and has rendered a fairness
opinion to OccuSystems' Board of Directors. The merger agreement was
unanimously approved by both companies' Boards of Directors earlier today.
The merger remains subject to approval by the companies' stockholders,
and special meetings for this purpose are expected to be scheduled early in
the third quarter of 1997. The merger also is contingent on applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary conditions.
-MORE-
<PAGE>
CRAA and OSYS to Merge
Page 3
April 21, 1997
Concentra Managed Care will be headquartered in Boston. The Board of
Directors will consist of at least eight members, with CRA and OccuSystems
each nominating four directors. The new management team for Concentra Managed
Care will reflect a combination of the senior officers of the merging
companies. The company will maintain regional offices in Dallas for its
practice management services, development activities, legal services, and
certain other administrative functions.
CRA Managed Care provides managed care 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 119 offices with
approximately 1,200 field case managers who provide medical management and
return to work services in 49 states, Washington D.C., and Canada. CRA also
provides a broad range of specialized cost containment services from 78
service locations including utilization management, telephonic case
management and retrospective medical bill review.
OccuSystems is the nation's largest physician practice management
company focusing on occupational healthcare. OccuSystems provides the
management, facilities, administrative and technical support, injury
management, physical therapy services and other ancillary services necessary
to establish and maintain a fully integrated network of occupational
healthcare providers. OccuSystems currently manages the practices of 203
physicians in the company's 117 occupational healthcare centers located in 32
markets in 16 states.
Statements contained in this news release that are not based on
historical facts are forward-looking statements which are subject to
uncertainties and risks, including, but not limited to, the successful
completion of the herein described merger, demand for the companies' products
and services, economic and competitive conditions, the availability of other
appropriate acquisition candidates, access to borrowed or equity capital on
favorable terms, and other risks detailed in the companies' Securities and
Exchange Commission filings.
-END-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000942136
<NAME> CRA MANAGED CARE INC
<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> 1.00
<CASH> 1,692,000
<SECURITIES> 0
<RECEIVABLES> 43,844,000
<ALLOWANCES> 2,366,000
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