U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 1-9848
CUSIP NUMBER: 141740209
[ ] Form 10-K and /Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ X]
Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended September 30, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For transition period ended: Not Applicable
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
<PAGE>
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: Caretenders Health Corp.
Former Name if Applicable: Senior Service Corp.
Address of Principal Executive Office: 100 Mallard Creek Road
Suite 400
Louisville, Kentucky 40207
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25, the
following should be completed.
(Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense.
[X] (b) The subject Annual Report on Form 10-K, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
On November 12, 1999, the Company completed the sale of certain
assets of its home infusion therapy and home medical equipment units
to Lincare Holdings, Inc. for $14.1 million. The Company intends to
account for the sale of its home infusion therapy and home medical
equipment operations as discontinued operations on its September 30,
1999 quarterly financial statements. In view of the fact this
significant asset sale was so recently completed, the Company needs
additional time to complete quarterly financial statements which
reflect the transaction.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
C. Steven Guenthner 502/891-1042
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is not, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
See the attached press release.
Caretenders Health Corp. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date November 12, 1999 By: /s/ C. Steven Guenthner
----------------- -----------------------
C. Steven Guenthner
Senior Vice President and Chief
Financial Officer
FOR IMMEDIATE RELEASE November 16, 1999
CARETENDERS REPORTS 2ND QUARTER EARNINGS
INCOME FROM CONTINUING OPERATIONS INCREASED TO $0.06 FROM $0.05 LOSS
Louisville, KY -- Caretenders HealthCorp (NASDAQ:CTND) announced earnings
for the quarter and six months ended September 30, 1999 following its
announcement last Friday of the sale of its product operations for $14.5
million and plans to separate its visiting nurse operations. Accordingly,
the results described in the following three paragraphs are applicable to
the Company's continuing adult day health services operations on a
standalone basis.
For the three months ended September 30, 1999, net income from continuing
operations was $199,388 or $0.06 per share on revenues of $11,105,137.
This compares to a net loss of ($160,454) or ($0.05) on revenues of
$9,925,252 in the same quarter last year. For the six months the Company
reported net income from continuing operations of $202,708 or $0.06 per
share on revenues of $21,440,145. This compares to a net loss of
($750,410) or ($0.24) per share, on revenues of $19,313,192 on the same
basis for the first half of the prior year. Actual results for the six
months ended September 1999 included a ($0.02) non-recurring loss on the
sale of a building while the same period in the prior year included a
($0.02) non-recurring goodwill write-down.
As announced on Friday November 12, 1999, the Company sold its product
operations to Lincare Holdings, Inc., (NASDAQNM:LNCR) for $14.5 million and
is pursuing available strategic alternatives to complete the separation of
its visiting nurse operations. As a result of the operational separations,
the Company has recorded a one-time net of tax loss of approximately $5
million or ($1.60) in the quarter ended September 30, 1999. This charge
reduces the book value of the operations to their expected net realizable
value and includes the estimated future operating results of the visiting
nurse operations prior to separation.
By November 19, 1999 the outstanding balance on the line of credit is
expected to be approximately $2.5 million. The Company has retained
certain assets and liabilities associated with the product operations, the
liquidation of which is expected to generate additional proceeds of
approximately $2 million. This will reduce the Company's bank borrowings
to nearly zero and make borrowing capacity available for further
development of the adult day care business.
Giving pro-forma effect to the lower interest expense which will result
from the sale of the product operations, net income from continuing
operations, excluding non-recurring items, would have been $250,656 or
$0.08 per share compared to a loss of ($84,654) or ($0.03) per share for
the quarters ended September 30, 1999 and 1998 respectively and $359,486 or
$0.12 per share compared to a loss of ($525,639) or ($0.17) per share for
the six months ended September 30, 1999 and 1998 respectively.
"Now that the results of the ADHS operations are presented on a standalone
basis, the earnings and growth potential of this business are more clearly
evident. The primary driver in our year to year earnings growth was
increased occupancy in our day centers. On a year to date basis our
occupancy is at 74% of capacity this year versus 69% last year. As
occupancy rates increase, the incremental margin impact becomes quite
apparent. Although there can be no assurance that our fill rates will
improve, or even continue at current rates, we are optimistic about the
future given our new singular focus on adult day care." said William B.
Yarmuth, Caretenders' Chairman and CEO. "As we said in last Friday's
release, we believe the opportunities available to us to maximize
shareholder value are much stronger in adult day care than in the other
divisions and we are very excited about the future of the Company."
The Company has extended the due date of its Form 10Q for the quarter ended
September 30, 1999 for up to 5 days past its November 15, 1999 due date to
properly reflect these recent operating changes in its financial
statements.
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Results of operations for the three and six month periods ended September
30, 1999 and 1998 are set forth in the table below. As discussed above,
the results of continuing operations now consist solely of the Company's
ADHS operations. These operations include adult day care center in-center
care and personal care services provided in patients' homes.
<TABLE>
Results of Operations
<CAPTION>
Periods Ended September 30,
Three Months Change Six Months Change
1999 1998 Amount Percent 1999 1998
Amount Percent
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Continuing Operations
Net Revenues $11,105,137 $ 9,925,252 $ 1,179,885 11.9% $21,44
0,145 $19,313,192 $ 2,126,95311.0%
Pre-tax Center Contribution 1,690,653 1,327,105 363,548 27.4% 3,12
3,369 2,189,719 933,650 42.6%
Net Income (loss) from Continuing
Operations 199,388 (160,454) 359,842 202,708 (750,410)
953,118
Discontinued Operations
Results of operations 22,347 4,321 18,026 131,445 (5,153
,953) 5,285,398
Estimated loss on disposal (5,000,000) - (5,000,000) (5,000
,000) - (5,000,000)
Net income (loss) $(4,778,265) $ (156,133) $ (4,622,132) $(4,66
5,847) $(5,904,363) $ 1,238,516
Earnings (loss) per share
Continuing operations $ 0.06 $ (0.05) $ 0.12 $ 0.06 $(0.24) $
0.31
Discontinued operations
Results of operations 0.01 0.00 0.01 0.04 (1.65)
1.69
Estimated loss on disposal (1.60) - (1.60) (1.60) -
(1.60)
Total Earnings (loss) per share $ (1.53) $ (0.05) $ (1.48) $(1.50) $
(1.89) $ 0.40
Continuing operations excluding non-
recurring items with pro-forma adjustment
to reflect debt retired with proceeds of
product sale:
Net income (loss) $ 250,656 $(84,654) $335,310 $359,486 $(525,639)
$ 885,125
Earnings (loss) per share $ 0.08 $ (0.03) $ 0.11 $ 0.12 $(0.17) $
0.28
</TABLE>
Note: As discussed previously in this release, the Company used the proceeds of
the sale of the product operations to reduce outstanding debt. This table
includes a pro-forma adjustment to remove interest expense as if the debt had
been retired for the entirety of the periods presented.
Caretenders HealthCorp is an adult day health care services company focused on
providing alternatives for seniors and other special needs adults who wish to
avoid nursing home placement. The Company has locations in Kentucky, Maryland,
Alabama, Massachusetts, Connecticut, Indiana, Ohio, and Florida.
Contact: William Yarmuth or Steve Guenthner (502) 899-5355.
All statements, other than statements of historical facts, included in this news
release, including the objectives and expectations of management for future
operating results, are forward-looking statements. These forward-looking
statements are based on the company's current expectations. Although the
company believes that the expectations with respect to the future of adult day
and home health services reflected in such forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be
correct.
Because forward-looking statements involve risks and uncertainties, the
company's actual results could differ materially. The potential risks and
uncertainties which could cause actual results to differ materially could
include the impact of further changes in the Medicare reimbursement system,
including the ultimate implementation of a prospective payment system;
government regulation; health care reform; pricing pressures from third-party
payers; and changes in laws and interpretations of laws relating to the
healthcare industry. For a more complete discussion regarding these and other
factors which could affect the company's financial performance, refer to the
company's Securities and Exchange Commission filing on Form 10-K for the year
ended March 31, 1999, in particular information under the headings "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." The company disclaims any intent or obligation to update its
forward-looking statements.
<PAGE>
FOR IMMEDIATE RELEASE November 12,
1999
CARETENDERS ANNOUNCES PLANS TO FOCUS SOLELY ON ADULT DAY CARE
Sells Infusion Therapy and HME/Respiratory Operations for $14.5 million
Plans Separation of Visiting Nurse Operations
Louisville, KY -- Caretenders HealthCorp (NASDAQ:CTND) today announced
changes in its operations to enable it to focus solely on its adult day
care business. The Company has sold its product operations to Lincare
Holdings, Inc., (NASDAQNM:LNCR) for $14.5 million and is pursing available
strategic alternatives to complete the separation of its visiting nurse
operations.
"We are very excited to now be able to focus our undivided energy on our
adult day health services operations, and we are pleased that the product
transaction will provide us with improved access to the capital we need to
grow." said William B. Yarmuth, Caretenders Chairman and CEO. "We believe
the opportunities available to us to maximize shareholder value are much
stronger in adult day care than in the other divisions. This realignment
will enable us to be almost entirely debt free, have borrowing capacity
available to fund growth, and deliver higher earnings per share to our
shareholders."
According to Yarmuth, the company further believes opportunities for
employees in the product and visiting nurse divisions will improve as a
result of the realignment. "They will benefit from the dedicated focus on
their specialty areas," he said. "We will continue to work diligently to
ensure smooth transitions for employees, patients, and referral sources.
FINANCIAL IMPLICATIONS OF OPERATING DIVISION SEPARATION
As part of a formal plan of separation, the Company sold its product
operations (consisting of infusion therapy and respiratory and medical
equipment businesses) to Lincare in an asset sale for $14.5 million.
Proceeds from the sale are being used to repay obligations outstanding
under the company's bank line of credit. Immediately after closing,
approximately $4 million remained outstanding on the line of credit. The
Company has retained certain assets and liabilities associated with the
product operations, the liquidation of which is expected to generate
additional proceeds of approximately $3 million thus reducing the Company's
bank borrowings to nearly zero. Borrowing capacity will then be available
to the Company to pursue further development of the adult day care
business. As a result of the operational separations, the Company will
report a one-time net of tax loss of approximately $5 million or ($1.60) in
the quarter ended September 30, 1999. This charge reduces the book value
of the operations to their expected net realizable value and includes the
estimated future operating results of the visiting nurse operations prior
to separation.
The income statements and balance sheets of the Company from this point
forward will be presented on a continuing operations basis (ADHS only).
The Company plans to extend the due day of its Form 10Q for the quarter
ended September 30, 1999 for up to 10 days past its November 15, 1999 due
date to properly reflect these operating changes in its financial
statements. The Company plans to announce its operating results for the
three and six months ended September 30, 1999 early next week.
<PAGE>
Caretenders HealthCorp is an adult day health care services company focused
on providing alternatives for seniors and other special needs adults who
wish to avoid nursing home placement. The Company has locations in
Kentucky, Maryland, Alabama, Massachusetts, Connecticut, Indiana, Ohio, and
Florida.
Contact: William Yarmuth or Steve Guenthner (502) 899-5355.
All statements, other than statements of historical facts, included in this
news release, including the objectives and expectations of management for
future operating results, are forward-looking statements. These forward-
looking statements are based on the company's current expectations.
Although the company believes that the expectations with respect to the
future of adult day and home health services reflected in such forward-
looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
Because forward-looking statements involve risks and uncertainties, the
company's actual results could differ materially. The potential risks and
uncertainties which could cause actual results to differ materially could
include the impact of further changes in the Medicare reimbursement system,
including the ultimate implementation of a prospective payment system;
government regulation; health care reform; pricing pressures from fourth-
party payers; and changes in laws and interpretations of laws relating to
the healthcare industry. For a more complete discussion regarding these
and other factors which could affect the company's financial performance,
refer to the company's Securities and Exchange Commission filing on Form 10-
K for the year ended March 31, 1999, in particular information under the
headings "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The company disclaims any intent or
obligation to update its forward-looking statements.
<PAGE>
