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): February 5, 2016
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) |
| 2300 Warrenville Rd. Downers Grove, IL |
60515 | |
| (Address of principal executive offices) | (Zip Code) |
630-296-3400
(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 2.01. | Completion of Acquisition or Disposition of Assets |
As previously disclosed on the Current Report on Form 8-K filed on April 27, 2015 by Addus HomeCare Corporation (the “Corporation”), Addus HealthCare, Inc., a wholly-owned subsidiary of the Corporation (“Addus HealthCare”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 24, 2015, with Margaret Coffey and Carol Kolar (the “Sellers”), South Shore Home Health Service Inc. (“South Shore”) and Acaring Home Care, LLC (“Acaring”), pursuant to which Addus HealthCare agreed to acquire all of the issued and outstanding securities of each of South Shore and Acaring. The foregoing description of the Purchase Agreement does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 1, 2015, and is incorporated by reference herein.
On February 5, 2016, Addus HealthCare completed its acquisition of all of the outstanding securities of South Shore Home and Acaring for a total purchase price of $21,798,981 (the “Purchase Price”). A portion of the Purchase Price has been deposited into escrow to serve as a source of recovery for certain indemnification obligations of the Sellers.
The Purchase Price was funded entirely with proceeds from the Draw Term Loan, as that term is defined in the Second Amended and Restated Credit Agreement, dated as of November 10, 2015, among Addus HealthCare, each of the other credit parties party thereto, the various institutions from time to time party thereto, as lenders, and Fifth Third Bank, as agent.
South Shore, headquartered on Long Island, is a New York state-licensed home care services agency primarily providing personal care services in Suffolk, Nassau, Queens and Westchester counties. Acaring provides administrative support to South Shore.
| Item 7.01. | Regulation FD Disclosure |
On February 8, 2016, the Corporation issued a press release announcing that it has acquired South Shore and Acaring, effective February 5, 2016. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Securities Purchase Agreement, dated as of April 24, 2015, by and among Addus HealthCare, Inc., Margaret Coffey, Carol Kolar, South Shore Home Health Service Inc. and Acaring Home Care, LLC (Incorporated by reference to Exhibit 10.1 of the Form 10-Q, filed on May 8, 2015.) | |
| 99.2 | Press Release of Addus HomeCare Corporation dated February 8, 2016 | |
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: February 8, 2016 | By: | /s/ Donald Klink | ||||
| Name: | Donald Klink | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.2
| Contacts: | Don Klink | Scott Brittain | ||||
| Chief Financial Officer | Corporate Communications, Inc. | |||||
| Addus HomeCare | (615) 324-7308 | |||||
| (630) 296-3400 | scott.brittain@cci-ir.com | |||||
| investorrelations@addus.com |
ADDUS HOMECARE COMPLETES ACQUISITION OF
SOUTH SHORE HOME HEALTH SERVICES IN NEW YORK
Downers Grove, Illinois (February 8, 2016) – Addus HomeCare Corporation (NASDAQ: ADUS), a comprehensive provider of home and community-based services, today announced that it has closed the previously announced acquisition of South Shore Home Health Services, Inc., a New York state-licensed home care services agency primarily providing personal care services.
“The completion of this transaction provides Addus with a great platform for growth in the New York City metropolitan area and creates a strong initial presence for the Company in the Northeast,” said Dirk Allison, President and Chief Executive Officer of Addus. “New York was among the first states to transition the majority of its Medicaid and dual eligible populations to managed care, and as reflected in South Shore’s continued organic revenue growth since we announced the definitive agreement, we are entering this large market with a well-respected home care provider that has created a long-term record of success. We are excited to have the South Shore team join our Company. This transaction is consistent with our strategy to expand and diversify our revenue streams though acquisitions, as well as organic growth, and is representative of the opportunities in our pipeline of potential transactions.”
South Shore, headquartered on Long Island, currently serves Suffolk, Nassau, Queens and Westchester counties. Addus expects that the acquisition of South Shore, which produced revenues for 2015 of approximately $52 million, will be accretive to the Company’s 2016 financial results.
Forward-Looking Statements
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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. 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 consummation and
- MORE -
ADUS Completes Acquisition of South Shore
Page 2
February 8, 2016
integration of acquisitions, anticipated transition to managed care providers, our ability to successfully execute our growth strategy, unexpected increases in SG&A and other expenses, expected benefits and unexpected costs of acquisitions and dispositions, management plans related to dispositions, the possibility that expected benefits may not materialize as expected, the failure of the business to perform as expected, changes in reimbursement, changes in government regulations, changes in Addus HomeCare’s relationships with referral sources, increased competition for Addus HomeCare’s services, changes in the interpretation of government regulations, the uncertainty regarding the outcome of discussions with managed care organizations, changes in tax rates, the impact of adverse weather, higher than anticipated costs, estimation inaccuracies in future revenues, margins, earnings and growth, and other risks set forth in the Risk Factors section in Addus HomeCare’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2015, and its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, 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. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized.
About Addus
Addus is a comprehensive provider of home and community-based services that are primarily personal in nature, provided in the home and focused on the dual eligible population. Addus’ services include personal care and assistance with activities of daily living, and adult day care. Addus’ consumers are individuals 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, managed care organizations, commercial insurers and private individuals. For more information, please visit www.addus.com.
-END-