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): April 26, 2000
RES-CARE, INC.
(Exact Name of Registrant as specified in Charter)
Kentucky 0-20372 61-0875371
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10140 Linn Station Road, Louisville, Kentucky 40223
(Address of principal executive offices) (Zip code)
(502) 394-2100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6, and 8 are not applicable and are omitted
form this Report.
Item 5. Other Events
On April 26, 2000, Res-Care, Inc. issued a news release to
announce its results for the first quarter of 2000. A copy of the
press release is included as Exhibit 99 to this report.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report on Form 8-K:
REGULATION S-K
EXHIBIT NUMBERS EXHIBIT
99 News Release dated April 26, 2000
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.
RES-CARE, INC.
Date: April 27, 2000 By /s/ Ronald G. Geary
Ronald G. Geary
Chairman, President and CEO
Exhibit 99 -- News release dated April 26, 2000
ResCare * 10140 Linn Station Road * Louisville, Kentucky 40223-3813
Phone: 502.394.2100 * www.rescare.com
Contact: ResCare Communications Department
502-394-2100
[email protected]
RESCARE REPORTS FIRST QUARTER 2000 RESULTS
LOUISVILLE, Ky. (April 26, 2000) - ResCare, Inc. (Nasdaq/NM:
RSCR), the nation's leading provider of services to persons with
mental retardation and developmental disabilities (MR/DD) and at-
risk and special needs youth, announced results for the first
quarter of 2000. Revenues for the first quarter rose 7% to $215.4
million from $200.8 million for the first quarter of 1999.
Income from continuing operations decreased 11% to $5.9 million,
or $0.23 per diluted share, from $6.6 million, or $0.24 per
diluted share.
On April 12, 2000, ResCare announced the signing of an
agreement with an investor group to acquire all of the
outstanding shares of ResCare common stock. Under the terms of
the proposed transaction, a company formed by The Carlyle Group,
Madison Dearborn Partners, Bear Stearns Merchant Banking and
members of ResCare's senior management would merge into ResCare.
Shareholders would receive $15.75 per share in cash in the
proposed transaction. Based on the 24.3 million shares of ResCare
common stock currently outstanding and the retirement and
repayment of debt, the transaction is valued at approximately
$700 million. ResCare's closing stock price on April 11, 2000,
was $8.75 per share. The transaction is also subject to various
closing conditions, including approvals by ResCare shareholders
and various regulatory agencies, as well as the closing of a
senior credit facility, which will finance a portion of the
purchase price.
During the quarter, the Company also announced its Southern
Home Care Services unit, based in Atlanta, has obtained contracts
to provide support, monitoring and respite services to special
needs individuals in the Atlanta and northern Georgia areas.
Southern Home Care currently offers similar services in 12 cities
in Georgia and South Carolina, and has begun operating under the
contracts, which are expected to generate approximately $5.8
million in annualized revenues.
Commenting on first quarter results, Ronald G. Geary,
chairman, president and chief executive officer said, "Although
first quarter revenues were up from a year ago, certain programs
in our two divisions incurred operating expenses in excess of
plan. The incidence of these higher costs will have some impact
on our full-year results, but we are taking action to bring
operating expenses in line with budgeted levels. We also are
continuing our emphasis on internal growth. To date this year, we
have extended, or received approvals to extend, services to an
additional 1,200 individuals in 15 states and Puerto Rico. This
includes the previously announced Southern Home Care contracts in
Georgia and the Villalba contract in Puerto Rico."
ResCare's services reach approximately 16,200 consumers in
28 states, Washington, D.C. and Canada in its Division for
Persons with Disabilities and 10,000 at-risk and special needs
youth in 17 states and Puerto Rico in its Division for Youth
Services. Now in its 26th year, ResCare employs approximately
29,000 people in the United States, Puerto Rico and Canada. More
information about ResCare is available on the Company's web site
at www.rescare.com.
The Company from time to time makes forward-looking
statements in its public disclosures, including statements
relating to the Company's expected financial results, revenues
that might be expected from new or acquired programs and
facilities, other statements regarding development and
acquisition activities, statements regarding reimbursement under
federal and state programs and statements regarding various
trends favoring downsizing, de-institutionalization and
privatization of government programs. In the Company's filings
under the federal securities laws, including its annual, periodic
and current reports, the Company identifies important factors
that could cause the Company's results to differ materially from
those contained in such forward-looking statements. We refer you
to the discussion of those factors in our filed reports.
Financial Tables Attached
<TABLE>
RESCARE, INC.
Financial Highlights
(Unaudited)
(In thousands, except per share data)
Income Statement Data:
<CAPTION>
Three Months Ended
March 31
2000 1999
<S> <C> <C>
Revenues $215,435 $200,839
Facility and program expenses 188,003 172,392
Facility and program 27,432 28,447
contribution
Operating expenses (income):
Corporate general and 6,307 7,783
administrative
Depreciation and amortization 5,372 5,087
Other expenses 283 5
Total operating expenses 11,962 12,875
Operating income 15,470 15,572
Interest, net 5,407 4,230
Income from continuing
operations before 10,063 11,342
income taxes
Income tax expense 4,176 4,728
Income from continuing 5,887 6,614
operations
Cumulative effect of accounting - (3,932)
change, net of tax
Net income $5,887 $2,682
Basic earnings per share from
continuing operations $0.24 $0.27
Cumulative effect of accounting - (0.16)
change, net of tax
Basic earnings per share $0.24 $0.11
Diluted earnings per share from
continuing operations $0.23 $0.24
Cumulative effect of accounting - (0.12)
change, net of tax
Diluted earnings per share $0.23 $0.12
Weighted average number of
common shares:
Basic 24,279 24,074
Diluted 31,126 31,829
</TABLE>
<TABLE>
Balance Sheet Data:
<CAPTION>
March 31 December 31
2000 1999
<S> <C> <C>
ASSETS
Cash and cash equivalents $13,925 $7,057
Accounts and notes receivable, net 162,196 141,807
Other current assets 21,745 21,692
Total current assets 197,866 170,556
Property and equipment, net 109,738 102,739
Excess of acquisition cost over net 222,865 220,493
assets acquired, net
Other assets 29,934 29,343
$560,403 $523,131
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $79,115 $70,027
Other long-term liabilities 4,349 4,681
Long-term debt 307,178 285,039
Shareholders' equity 169,761 163,384
$560,403 $523,131
-END-
</TABLE>
