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 September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________to_______
Commission file number 1-9848
CARETENDERS HEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware 06-1153720
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Mallard Creek Road, Suite 400, Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
(502) 899-5355
(Registrant's telephone number, including area code)
Former address: 9200 Shelbyville Road, Louisville, Kentucky 40222
_______________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report.)
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X
Yes ______ No______.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Common Stock $.10 par value
Shares outstanding at September 30, 1995 - 3,119,436
<PAGE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES FORM 10-Q
INDEX
Part I. Financial Information
Item 1. Financial Statements
Interim Consolidated Balance Sheets as of
September 30, 1995 and March 31, 1995 3 - 4
Interim Consolidated Statements of Operations
for the Three Months ended September 30, 1995
and 1994 5
Interim Consolidated Statements of Operations
for the Six Months ended September 30, 1995
and 1994 6
Interim Consolidated Statements of Cash Flows
for the Six Months ended September 30, 1995
and 1994 7
Notes to Interim Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 14
Part II. Other Information
Items 1 through 6 15
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS
<CAPTION>
September March 31,
ASSETS 30, 1995 1995
-------- ------------ ----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,421,380 $ 1,264,775
Accounts receivable - net of allowance
for uncollectible accounts of
$3,237,748 and $2,910,272 16,818,408 15,277,812
Inventories 558,310 525,974
Prepaid expenses and other current
assets 603,475 410,023
Deferred tax assets 813,000 813,000
----------- -----------
TOTAL CURRENT ASSETS 20,214,573 18,291,584
PROPERTY AND EQUIPMENT - net 4,299,896 4,677,321
COST IN EXCESS OF NET ASSETS ACQUIRED -
net of accumulated amortization of
$1,087,230 and $986,513 7,104,469 7,203,706
OTHER ASSETS 868,002 900,178
----------- -----------
$32,486,940 $31,072,789
=========== ===========
<FN>
See accompanying notes to interim consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS
(Continued)
<CAPTION>
LIABILITIES AND September March 31,
STOCKHOLDERS' EQUITY 30, 1995 1995
---------------------- ----------- ----------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 3,900,379 $ 3,433,691
Accrued expenses 2,578,562 2,507,421
Current portion of long-term debt and
capital leases 507,622 609,436
Other current liabilities 104,527 100,000
----------- -----------
TOTAL CURRENT LIABILITIES 7,091,090 6,650,548
----------- -----------
LONG-TERM LIABILITIES
Revolving Credit Facility 6,111,127 5,771,502
Term debt and capital lease obligations 536,544 632,335
Other liabilities 369,340 456,785
Deferred tax liabilities 233,000 233,000
----------- -----------
TOTAL LONG-TERM LIABILITIES 7,250,011 7,093,622
----------- -----------
TOTAL LIABILITIES 14,341,101 13,744,170
----------- -----------
Commitments and Contingencies (Note 2)
Stockholders' equity:
Common stock, par value $.10; authorized
10,000,000 shares; 3,129,436 issued and
outstanding 312,944 312,944
Treasury stock, at cost, 10,000 shares (95,975) (95,975)
Stock options 162,110 162,110
Warrants 119,880 119,880
Additional paid-in capital 25,055,886 25,055,886
Accumulated deficit (7,409,006) (8,226,226)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 18,145,839 17,328,619
----------- -----------
$32,486,940 $31,072,789
=========== ===========
<FN>
See accompanying notes to interim consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended
------------------
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
Net revenues $15,999,319 $14,835,743
Cost of sales and services 12,317,206 11,639,210
Selling, general and administrative expenses 1,986,155 1,723,201
Depreciation and amortization expense 555,680 580,881
Provision for uncollectible accounts 457,387 371,254
----------- -----------
Income before other income (expense) and
income taxes 682,891 521,197
Other income (expense):
Interest expense (192,179) (194,833)
----------- -----------
Income before provision for income taxes 490,712 326,364
Provision for income taxes 35,000 45,000
----------- -----------
Net income $ 455,712 $ 281,364
=========== ===========
PER SHARE:
Weighted average common and common
equivalent shares outstanding for primary
and fully diluted earnings per share 3,140,826 3,196,544
----------- -----------
Net income per share $ 0.15 $ 0.09
=========== ===========
<FN>
See accompanying notes to interim consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Six months Ended
-----------------
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
Net revenues $30,968,753 $30,297,111
Cost of sales and services 23,894,235 24,257,212
Selling, general and administrative expenses 3,833,039 3,174,323
Depreciation and amortization expense 1,117,369 1,139,891
Provision for uncollectible accounts 875,416 753,578
----------- -----------
Income before other income (expense) and
income taxes 1,248,694 972,107
Other income (expense):
Interest expense (373,474) (359,644)
Other - 97,500
----------- -----------
Income before provision for income taxes 875,220 709,963
Provision for income taxes 58,000 70,000
----------- -----------
Net income $ 817,220 $ 639,963
=========== ===========
PER SHARE:
Weighted average common and common equivalent
shares outstanding for primary and fully
diluted earnings per share 3,140,826 3,196,544
----------- -----------
Net income per share $ 0.26 $ 0.20
=========== ===========
<FN>
See accompanying notes to interim consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six months Ended
----------------
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 817,220 $ 639,963
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation and amortization 1,117,369 1,139,891
Provision for uncollectible accounts 875,416 753,578
Deferred Income Taxes - -
Other - (97,500)
---------- ----------
2,810,005 2,435,932
Change in certain net current assets
(Increase) decrease in:
Accounts receivable (2,416,012) (3,819,096)
Inventories (32,336) (53,889)
Prepaid expenses and other current
assets (193,452) (246,775)
Increase (decrease) in:
Accounts payable and accrued liabilities 537,829 81,751
Other liabilities (82,918) 87,015
---------- ----------
Net cash provided (used) by operating
activities 623,116 (1,515,062)
---------- ----------
Cash flows from investing activities:
Capital expenditures (464,368) (702,331)
Proceeds from the sale of business - 1,930,000
Other assets (144,163) (69,603)
---------- ----------
Net cash provided (used) by investing
activities (608,531) 1,158,066
---------- ----------
Cash flows from financing activities:
Principal payments on long-term debt (317,961) (450,629)
Issuance of long-term debt and capital
leases 120,356 29,528
Net revolving credit facility borrowings 339,625 1,289,779
Other - 6,006
---------- ----------
Net cash provided (used) by financing
activities 142,020 874,684
---------- ----------
Net increase in cash 156,605 517,688
Cash and cash equivalents at beginning
of period 1,264,775 2,515,849
---------- ----------
Cash and cash equivalents at end of period $1,421,380 $3,033,537
========== ==========
<FN>
See accompanying notes to interim consolidated financial statements.
</TABLE>
<PAGE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995 and 1994
1. BASIS OF PRESENTATION
---------------------
The accompanying interim consolidated financial statements for the
three and six months ended September 30, 1995 and 1994 have been
prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant
to such rules and regulations. Accordingly, the reader of this Form
10-Q may wish to refer to the Company's Form 10-K for the year ended
March 31, 1995 for further information. In the opinion of management
of the Company, the accompanying unaudited interim financial state-
ments reflect all adjustments (consisting only of normally recurring
accruals) necessary to present fairly the financial position at
September 30, 1995 and the results of operations and cash flows for
the periods ended September 30, 1995 and 1994. The results of
operations for the six months ended September 30, 1995 are not
necessarily indicative of the operating results for the year.
2. COMMITMENTS AND CONTINGENCIES
-----------------------------
Legal Proceedings
-----------------
The Company currently, and from time to time, is subject to claims
and suits arising in the ordinary course of its business, including
claims for damages for personal injuries. In the opinion of
management, the ultimate resolution of any of these pending claims
and legal proceedings will not have a material adverse effect on the
Company's financial position or results of operations.
On January 26, 1994 Franklin Capital Associates and Aetna Life and
Casualty, shareholders, who at one time held almost 320,000 shares
of the Company's common stock (approximately 13% of shares outstand-
ing) filed suit in Chancery Court of Williamson County, Tennessee
claiming unspecified damages not to exceed three million dollars in
connection with registration rights they received in the Company's
acquisition of National Health Industries in February 1991. The
suit alleges the Company failed to use its best efforts to register
the shares held by the plaintiffs as required by the merger
agreement. The Company believes it has meritorious defenses to the
claims and does not expect that the ultimate outcome of the suit
will have a material adverse impact on the Company's results of
operation or financial position. The Company plans to vigorously
defend its position in this case.
3. SALE OF ASSETS
--------------
On June 3, 1994, the Company entered into a strategic arrangement
with Columbia/HCA Healthcare Corporation, under which Columbia
acquired one of the Company's two Louisville Certificates of Need
for nursing services and hired the Company to manage the operations
under the certificate for five years. On February 18, 1995, the
Company entered into another arrangement with Columbia/HCA Healthcare
Corporation, under which Columbia acquired the Company's Certificate
of Need license to provide nursing services to patients in eight
counties in the Elizabethtown, Kentucky area and hired the Company
to manage the operations until the year 2000. Simultaneously the
Louisville agency management agreement was extended for one year.
4. SUBSEQUENT EVENT
----------------
On October 17, 1995, the Company expanded its revolving credit
facility with the Healthcare Financial Services Division of Heller
Financial, Inc. from $7.5 million to $12 million. At the same time
the interest rate was reduced to 1 percent over prime from 1.5
percent and advance rates on working capital collateral were
expanded.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
The Company is aggressively pursing a strategy of integrating adult day care
and home health care services to provide seniors with alternatives to long-
term institutional care. The Company will be expanding into new geographic
markets and integrating its services in all its existing markets.
Demand for the Company's alternatives to chronic long-term institutional
care is strong and growing due to the aging of the population, consumer
preference for non-institutional care, and payor preference for low-cost
solutions. A package of the Company's adult day care and home health care
services can be provided as a substantially lower-cost alternative to
nursing home care. Thus the Company has chosen to focus its resources
and efforts on the expansion of these services.
The Company's adult day care and comprehensive home health care services,
which currently have no overlap of geographic service territories, continue
to show improving financial results. For the six-months ended September 30,
1995, net income per share from on-going operations increased 53% over the
same period last year. Comparable revenues increased 17% (adjusted for the
sale of certain operations last year -- see Note 3). For the quarter ended
September 30, 1995, net income per share from on-going operations increased
67% over the same period last year. Comparable revenues increased 13%
(adjusted for the sale of certain operations last year). These results were
on a "same business" basis with minimal development activity and no geo-
graphic expansion taking place during the period. The improvements in
profitability reflect improved pricing and increased occupancy in the
Company's adult day care centers and the effect of incremental home health
revenues in existing markets. Net earning per share improved from $0.20 to
$0.26 for the six-months and from $0.09 to $0.15 for the quarter.
In October, 1995, the Company's revolving credit facility was expanded from
$7.5 million to $12 million while the interest rate was lowered 0.5% to 1.0%
over prime. This credit facility and internally generated funds are expected
to be sufficient to fund the Company's development plans.
<PAGE>
<TABLE>
Results of Operations
- ----------------------------------------------------------------------------------------
Caretenders Health Corp.
Operating Data
for the three months ended September 30,
<CAPTION>
1995 1994 Change
-------------------- ------------------- -----------------
% of % of
Amount Revenues Amount Revenues Amount %
---------- -------- ---------- -------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Net Revenues
Comprehensive Home
Healthcare 12,712,899 100.0% 12,178,875 100.0% 534,024 4.4%
Adult Day Care 3,286,420 100.0% 2,656,868 100.0% 629,552 23.7%
---------- ---------- ---------
15,999,319 14,835,743 1,163,576 7.8%
---------- ---------- ---------
Costs of Sales and
Services
Comprehensive Home
Healthcare 9,903,361 77.9% 9,651,402 79.2% 251,959 2.6%
Adult Day Care 2,413,845 73.4% 1,987,808 74.8% 426,037 21.4%
---------- ---------- ---------
12,317,206 77.0% 11,639,210 78.5% 677,996 5.8%
---------- ---------- ---------
Center Contribution
Comprehensive Home
Healthcare 2,809,538 22.1% 2,527,473 20.8% 282,065 11.2%
Adult Day Care 872,575 26.6% 669,060 25.2% 203,515 30.4%
---------- ---------- ---------
3,682,113 23.0% 3,196,533 21.5% 485,580 15.2%
Selling, General &
Administrative 1,986,155 12.4% 1,723,201 11.6% 262,954 15.2%
Depreciation and
Amortization 555,680 3.5% 580,881 3.9% (25,201) (4.3)%
Provision for
Uncollectible Accounts 457,387 2.9% 371,254 2.5% 86,133 23.2%
Interest, Net 192,179 1.2% 194,833 1.3% (2,654) (1.4)%
Other - - -
---------- ---------- ---------
Income Before Taxes 490,712 3.1% 326,364 2.2% 164,348 50.4%
========== ========== =========
- -----------------------------------------------------------------------------------------
</TABLE>
Comprehensive Home Health Care
Revenues. Net revenues for 1994 included $751,155 related to opera-
tions sold during the year ended March 31, 1995. Contribution
continues to be generated from these operations under management
contracts.
Net revenues from continuing markets increased 12% from $13,718,864
in 1994 to $15,313,065 in 1995 primarily as a result of increased
volumes for nursing services and infusion therapies offset partially
by decreased reimbursement for providing certain infusion therapies.
Nursing volumes increased 11% and average net revenue per unit
increased 6% while infusion volumes increased 6% with a decrease in
average net revenue per unit of 18% due to competitive industry
pressures on pricing.
Cost of Sales and Services. Cost of sales and services as a percent
of net revenues decreased primarily as a result of improved volumes.
<PAGE>
Adult Day Care
Net Revenues. The increase of $629,552 in adult day care revenues
is attributable to the opening of 1 new center, increased occupancy
in existing centers, and a rate increase in all the centers. Total
days of service provided increased 19% from 47,420 in 1994 to 56,522
in 1995. As of September 30, 1995, the Company had 13 centers in
operation. Average occupancy for the quarter was 66% as compared
to 62% in the prior year. System capacity as of September 30, 1995
was 938 guests per day as compared to 846 in the prior year.
Cost of Sales and Services. As a percent of net revenues, cost of
sales and services decreased by 1.4% as a result of increased
occupancy and reduced initial operating losses from new centers.
The Company's new centers typically take from 12 to 15 months to
reach break-even. The Company's two newest centers generated net
revenues of $290,643 and losses of ($15,000) during the quarter.
Selling, General and Administrative. The increase of $262,954 in these
expenses is due primarily to increased billing and collection efforts and
overhead additions in preparation for expansion. These costs remained
stable as a percent of total owned and managed revenues.
Depreciation and Amortization. -- The decrease results primarily from
certain assets reaching the end of their depreciable lives.
Provision for Uncollectible Accounts. The provision for uncollectible
accounts for the quarter ended September 30, 1995 was recorded at
approximately 2.9% of net revenues based on management's evaluation of
collectibility. This percentage is within the range of industry averages.
Interest. -- The decrease in Interest is primarily the result of the lower
average outstanding debt levels.
<PAGE>
<TABLE>
Results of Operations
- -----------------------------------------------------------------------------------------
Caretenders Health Corp.
Operating Data
for the six months ended September 30,
<CAPTION>
1995 1994 Change
-------------------- ------------------- -----------------
% of % of
Amount Revenues Amount Revenues Amount %
---------- -------- ---------- -------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Net Revenues
Comprehensive Home
Healthcare 24,674,761 100.0% 25,205,320 100.0% (530,559) (2.1)%
Adult Day Care 6,293,992 100.0% 5,091,791 100.0% 1,202,201 23.6%
---------- ---------- ---------
30,968,753 30,297,111 671,642 2.2%
---------- ---------- ---------
Costs of Sales and
Services
Comprehensive Home
Healthcare 19,192,067 77.8% 20,436,165 81.1% (1,244,098) (6.1)%
Adult Day Care 4,702,168 74.7% 3,821,047 75.0% 881,121 23.1%
---------- ---------- ---------
23,894,235 77.2% 24,257,212 80.1% (362,977) (1.5)%
---------- ---------- ---------
Center Contribution
Comprehensive Home
Healthcare 5,482,694 22.2% 4,769,155 18.9% 713,539 15.0%
Adult Day Care 1,591,824 25.3% 1,270,744 25.0% 321,080 25.3%
---------- ---------- ---------
7,074,518 22.8% 6,039,899 19.9% 1,034,619 17.1%
Selling, General &
Administrative 3,833,039 12.4% 3,174,323 10.4% 658,716 20.8%
Depreciation and
Amortization 1,117,369 3.6% 1,139,891 3.8% (22,522) (2.0)%
Provision for
Uncollectible Accounts 875,416 2.8% 753,578 2.5% 121,838 16.2%
Interest, Net 373,474 1.2% 359,644 1.2% 13,830 3.8%
Other - (97,500) - 97,500 100.0%
---------- ---------- ---------
Income Before Taxes 875,220 2.8% 709,963 2.3% 165,257 23.3%
========== ========== =========
- -----------------------------------------------------------------------------------------
</TABLE>
Comprehensive Home Health Care
Revenues. Net revenues for 1994 included $3,853,079 related to
operations sold during the year ended March 31, 1995. Contribution
continues to be generated from these operations under management
contracts.
Net revenues from continuing markets increased 14% from $26,078,308
in 1994 to $29,732,770 in 1995 primarily as a result of increased
volume for nursing services and infusion therapies offset partially
by decreased reimbursement for providing certain infusion therapies.
Nursing volumes decreased 9% and average net revenue per unit
increased 29% while infusion volumes increased 11% with a decrease
in average net revenue per unit of 11% due to competitive industry
pressures on pricing.
Cost of Sales and Services. Cost of sales and services as a percent
of net revenues decreased primarily as a result of improved volumes.
Adult Day Care
Net Revenues. The increase of $1,202,201 in adult day care revenues
is attributable to the opening of 2 new centers, and a rate increase
in all the centers. Total days of service provided increased 19% from
92,960 in 1994 to 109,776 in 1995. As of September 30, 1995, the
Company had 13 centers in operation. Average occupancy for the six
month period was 64% as compared to 71% in the prior year as a result
of an increase in average daily capacity from 846 guests per day in
1994 to 938 in 1995.
<PAGE>
Cost of Sales and Services. As a percent of net revenues, cost of
sales and services decreased slightly as a result of increased
occupancy and reduced initial operating losses from new centers.
The Company's new centers typically take from 12 to 15 months to
reach break-even. The Company's two newest centers generated net
revenues of $507,592 and losses of ($76,314).
Selling, General and Administrative. The increase of $658,716 in these
expenses is due primarily to increased billing and collection efforts and
overhead additions in preparation for expansion. These costs remained
stable as a percent of total owned and managed revenues.
Depreciation and Amortization. -- The decrease results primarily from
certain assets reaching the end of their depreciable lives.
Provision for Uncollectible Accounts. The provision for uncollectible
accounts for the six months ended September 30, 1995 was recorded at
approximately 2.8% of net revenues based on management's evaluation of
collectibility. This percentage is within the range of industry averages.
Interest. The increase in Interest is primarily the result of the higher
average outstanding debt levels.
Other. Other income in 1994 consisted of a $97,500 gain on the sale of
certain operations to Columbia/HCA.
Liquidity and Capital Resources
Cash Flows
----------
Key elements of the Consolidated Statements of Cash Flows for the
six-months ended September 30, were (in thousands):
Net Change in Cash and Cash Equivalents 1995 1994
--------------------------------------- ------ -------
Provided by (used in)
Operating activities $ 623 $(1,515)
Investing activities (608) 1,158
Financing activities 142 875
----- -------
Net Change in Cash and Cash Equivalents $ 157 $ 518
===== =======
1995 net cash provided by operating activities of approximately $623,000
resulted principally from current period earnings partially offset by
increases in accounts receivable. 1995 net cash used by investing activities
resulted principally from capital expenditures while 1994's net cash provided
by investing activities came principally from the sale of certain operations.
Net cash provided by financing activities resulted primarily from borrowings
on the revolving credit facility partially offset by principaly payments on
term debt and capital leases, net of additional capital leases.
<PAGE>
Revolving Credit Facility
- -------------------------
On October 17, 1995, the Company expanded its revolving credit
facility with the Healthcare Financial Services Division of Heller
Financial, Inc. from $7.5 million to $12 million. At the same time,
the interest rate was reduced to 1 percent over prime from 1.5
percent and advance rates on working capital collateral were
expanded.
The facility is collateralized by accounts receivable, inventory
and the stock of the Company's subsidiaries. Availability is
determined pursuant to a formula principally consisting of 95% of
accounts receivable under 180 days old (subject to certain
exclusions) plus 50% of inventory. This facility, together with
internally generated funds, should provide capital resources
sufficient to support development of the business.
At September 30, 1995, the balance outstanding on the facility
was $6.1 million.
Health Care Reform
- ------------------
Congress is currently considering sweeping legislative change which
would effect major changes in the health care system. This
legislation would materially change reimbursement under both the
Medicare and Medicaid systems. Some of these changes include a
prospective payment system for Medicare home health agencies and
increased use of Medicaid "Block Grants". Although the Company
believes that proposed legislation could increase government's
emphasis on home and community based health care services, it
cannot predict whether any of these proposals will be adopted, and
if they are adopted, no assurance can be given that the implementa-
tion of this legislation will not have a material adverse effect on
the Company's business.
Impact of Inflation
- -------------------
Management does not believe that inflation has had a material effect
on income during the past several years.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibitis and Reports on Form 8-K
(a) Exhibits
Exhibit 11 (attached)
(b) No reports on Form 8-K have been filed during the quarter
ended September 30, 1995.
<PAGE>
<TABLE>
CARETENDERS HEALTH CORP. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 11
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PRIMARY
- -------
Net income for primary
income per common share $ 455,712 $ 281,364 $ 817,220 $ 639,963
========== ========== ========== ==========
Weighted average outstanding
shares during the period 3,119,413 3,119,046 3,119,413 3,119,046
Add-common equivalent shares
representing shares issuable
upon exercise of dilutive
options and warrants and
conversion of convertible
preferred stock 21,413 77,498 21,413 77,498
---------- ---------- ---------- ----------
Weighted average number of
shares used in calculation
of primary earnings per
share 3,140,826 3,196,544 3,140,826 3,196,544
========== ========== ========== ==========
PER SHARE
- ---------
Net income $ 0.15 $ 0.09 $ 0.26 $ 0.20
========== ========== ========== ==========
FULLY DILUTED
- -------------
Net income for fully diluted
income per common share $ 455,712 $ 281,364 $ 817,220 $ 639,963
========== ========== ========== ==========
Weighted average number of
shares used in calculation
of primary earnings per
share 3,140,826 3,196,544 3,140,826 3,196,544
---------- ---------- ---------- ----------
Weighted average number of
shares used in calculation
of fully diluted earnings
per share 3,140,826 3,196,544 3,140,826 3,196,544
========== ========== ========== ==========
PER SHARE
- ---------
Net income $ 0.15 $ 0.09 $ 0.26 $ 0.20
========== ========== ========== ==========
<PAGE>
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 of the
undersigned thereunto duly authorized.
Date: November 3, 1995
- ------------------------
CARETENDERS HEALTH CORP.
BY: /s/ William B. Yarmuth
----------------------------
William B. Yarmuth, Chairman
of the Board, President and
Chief Executive Officer
BY: /s/ C. Steven Guenthner
----------------------------
C. Steven Guenthner, Senior
Vice President and Chief
Financial Officer
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