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):October 20, 2010
ADDUS HOMECARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34504 | 20-5340172 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 2401 South Plum Grove Road, Palatine, Illinois | 60067 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(847) 303-5300
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 20, 2010, Ms. Sharon Rudden resigned her position as Vice President of Home Health Services of Addus HealthCare, Inc., a wholly-owned subsidiary of Addus HomeCare Corporation (the “Company”), to pursue other interests. Such resignation is effective immediately and the terms of Ms. Rudden’s separation are being negotiated.
| Item 7.01. | Regulation FD Disclosure |
On October 21, 2010, the Company issued a press release announcing Ms. Rudden’s resignation and announcing certain preliminary financial results for the quarter ended September 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated October 21, 2010. | |
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.
| ADDUS HOMECARE CORPORATION | ||||
| Dated: October 21, 2010 | By: | /s/ Francis J. Leonard | ||
| Name: | Francis J. Leonard | |||
| Title: | Chief Financial Officer | |||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of Addus HomeCare Corporation dated October 21, 2010. | |
Exhibit 99.1
Investor Contact:
Amy Glynn / Nick Laudico
The Ruth Group
Phone: (646) 536-7023 / 7030
Email: aglynn@theruthgroup.com
Email: nlaudico@theruthgroup.com
Addus HomeCare Announces Preliminary Third Quarter 2010 Results
Palatine, IL, October 21, 2010 - Addus HomeCare Corporation (Nasdaq: ADUS), a comprehensive provider of home-based social and medical services, announced today preliminary estimated results for the third quarter ended September 30, 2010.
Total net service revenues for the quarter ended September 30, 2010 are estimated at $69.5 to $70.0 million, of which Home & Community segment revenues are estimated at $57.3 to $57.5 million and Home Health segment revenues are estimated at $12.2 million to $12.5 million. The acquisition of Advantage Health Systems is expected to contribute approximately $2.5 million in revenues in the third quarter.
Addus expects third quarter 2010 net income to be in the range of $1.1 to $1.5 million, or diluted earnings per share in the range of $0.11 to $0.14 per share, based on 10.7 million weighted shares outstanding. The estimated third quarter results include earnings of approximately $0.01 per share relating to the acquisition of Advantage Health Systems. The estimated third quarter diluted earnings per share is lower than Company expectations, primarily due to the Home Health segment experiencing lower starts of care in Integrated Services. In addition, the estimated third quarter results include $0.4 million in pre-tax separation costs related to the resignation of the Company’s CFO and executive recruitment costs, and $0.2 million in pre-tax class action litigation costs. The Company’s estimated third quarter results also include a $1.0 million pre-tax reduction in management bonuses.
Separately, on October 20, 2010, Ms. Sharon Rudden resigned her position as Vice President of Home Health Services of Addus HealthCare, Inc., to pursue other interests. Effective immediately, Karen Meade of Simione Consulting, will oversee the Company’s Home Health Services operations on an interim basis until a permanent replacement is hired.
Addus will report its 2010 third quarter and nine months financial results after the market close on Thursday, November 4, 2010. Management will conduct a conference call to discuss its results at 5 p.m. Eastern time on November 4, 2010. The toll-free number is (866) 314-9013 (international callers should call 617-213-8053), with the passcode: 15474536. A telephonic replay of the conference call will be available through midnight on November 11, 2010, by dialing (888) 286-8010 (international callers should call 617-801-6888) and entering the passcode 70303689.
Addus HomeCare Reports Estimated Preliminary Third Quarter 2010 Results
Page 2
About Addus
Addus is a comprehensive provider of a broad range of social and medical services in the home. Addus’ services include personal care and assistance with activities of daily living, skilled nursing and rehabilitative therapies, and adult day care. Addus’ consumers are individuals with special needs who are at risk of hospitalization or institutionalization, such as the elderly, chronically ill and disabled. Addus’ payor clients include federal, state and local governmental agencies, the Veterans Health Administration, commercial insurers and private individuals. Addus has over 13,000 employees that provide services through more than 130 locations across 19 states to over 24,000 consumers.
Cautionary Statement About Preliminary Results and Other Forward-Looking Statements
Whether or not expressly stated, all measures of third quarter 2010 financial results and conditions contained in this news release, including net income and earnings per share, are preliminary and reflect Addus HomeCare’s expected third quarter 2010 financial results as of the date of this news release. Actual reported third quarter 2010 financial results may vary significantly from those expectations because of a number of factors, including additional or revised information or subsequent events. Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by words such as “continue,” “expect,” and similar expressions. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the expected benefits and costs of acquisitions, management plans related to acquisitions, the possibility that expected benefits may not materialize as expected, the failure of a target company’s business to perform as expected, Addus HomeCare’s inability to successfully implement integration strategies, changes in reimbursement, changes in government regulations, changes in Addus HomeCare’s relationships with referral sources, increased competition for Addus HomeCare’s services, increased competition for joint venture and acquisition candidates, changes in the interpretation of government regulations, and other risks set forth in the Risk Factors section in Addus HomeCare’s Prospectus, filed with the Securities and Exchange Commission on October 29, 2009, in Addus HomeCare’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2010 and in Addus HomeCare’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2010, each of which is available at http://www.sec.gov. Addus HomeCare undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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