adus20250811

adus20250811_8ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 27, 2025 (December 2, 2024)

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)	(I.R.S. Employer Identification No.)


6303 Cowboys Way, Suite 600 Frisco, Texas				75034
(Address of principal executive offices)				(Zip Code)

(469) 535-8200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ADUS		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On December 2, 2024, Addus HomeCare Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission to report that, on December 2, 2024, Addus HealthCare, Inc., an Illinois corporation (“Addus HealthCare”), a wholly-owned subsidiary of the Company, completed its acquisition of the personal care business (the “Acquired Business”) of Curo Health Services, LLC, a Delaware limited liability company, which does business as Gentiva (“Gentiva”), and on February 14, 2025, the Company filed Amendment No.1 to the Original Form 8-K (together with the Original Form 8-K, the “Amended Form 8-K) to include certain audited and unaudited financial statements and unaudited pro forma combined financial statements of the Acquired Business. This Amendment No. 2 to the Current Report on Form 8-K amends the Amended Form 8-K to include in Item 9.01 as set forth below the unaudited financial statements of the Acquired Business for the year-to-date ended December 1, 2024. All other disclosures contained in the Amended Form 8-K remain unchanged.

Item 9.01

Financial Statements and Exhibits.

(a) Not applicable.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statement of operations for the year-to-date ended December 1, 2024, are filed herewith as Exhibit 99.1 to this report and incorporated herein by reference.

(c) Not applicable.

(d) Exhibits:

Exhibit No.		Description

99.1		Unaudited pro forma combined financial information and the related notes

104		Cover Page Interactive Data File (embedded within Inline XBRL document).

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

Date: August 27, 2025	By:	/s/ Brian Poff
		Brian Poff
		Chief Financial Officer

Exhibit 99.1

ADDUS HOMECARE CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Financial Information

On December 2, 2024, the Company completed the acquisition of the personal care business (the “Gentiva Acquisition”) of Curo Health Services, LLC, a Delaware limited liability company, which does business as Gentiva (“Gentiva”), and we refer to KAH Hospice Company-Personal Care as Gentiva. The purchase price was approximately $350.6 million and was funded with the combination of a $233.0 million draw on the Company’s revolving credit facility and a portion of the net proceeds of the Company’s public offering which closed on June 28, 2024. With the Gentiva Acquisition, the Company expanded its services within its personal care services segment in Arizona, Arkansas, California and North Carolina, and entered the market in Missouri and Texas. The home health segment also was expanded in Tennessee.

The following unaudited pro forma condensed combined statement of operations (“pro forma statement of operations”) gives effect to the Gentiva Acquisition as if it had occurred on January 1, 2024. An unaudited pro forma condensed combined balance sheet for 2024 has not been presented as the acquisition and related financing transactions have already been fully reflected in the consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 25, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 is based on the audited historical consolidated statements of income of Addus HomeCare for the year ended December 31, 2024 and the unaudited condensed combined statement of operations of KAH Hospice Company-Personal (a carve-out business of KAH Hospice Company, Inc.) for the year-to-date ended December 1, 2024.

The unaudited pro forma combined financial data has been prepared using the acquisition method of accounting for business combinations under Generally Accepted Accounting Principles (“GAAP”). The adjustments necessary to fairly present the unaudited pro forma combined financial data have been made based on available information in the opinion of management are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma combined financial data.

The unaudited pro forma combined financial data is for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations actually would have been had the events noted above in fact occurred on the assumed date or to project our financial position or results of operations for any future date or future period.

ADDUS HOMECARE CORPORATION AND SUBSIDIARIES

Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2024

(Amounts and shares in thousands, except per share data)

(Unaudited)

	Addus			KAH Hospice Company- Personal Care (As Reported - Nine Months Ended September 30, 2024)			KAH Hospice Company- Personal Care (Historical - October 1, 2024 to December 1, 2024)			Transaction Accounting Adjustments				Pro Forma Combined
Net service revenues	$	1,154,599		$	210,823		$	45,568		$	—			$	1,410,990
Cost of service revenues		779,578			155,896			33,800			—				969,274
Gross profit		375,021			54,927			11,768			—				441,716
General and administrative expenses		258,800			43,506			10,405			88		(a)		312,799
Depreciation and amortization		13,530			1,433			25			2,579		(b)		17,567
Total operating expenses		272,330			44,939			10,430			2,667				330,366
Operating income		102,691			9,988			1,338			(2,667	)			111,350
Interest income		(4,394	)		(23	)		(1	)		—				(4,418	)
Interest expense		7,732			34			6			13,742		(c)		21,514
Total interest expense, net		3,338			11			5			13,742				17,096
Income before income taxes		99,353			9,977			1,333			(16,409	)			94,254
Income tax expense		25,755			1,982			265			(4,289	)	(d)		23,713
Net income	$	73,598		$	7,995		$	1,068		$	(12,120	)		$	70,541
Net income per common share
Basic income per share	$	4.33												$	4.15
Diluted income per share	$	4.23												$	4.06
Weighted average number of common shares and potential common shares outstanding:
Basic		17,006													17,006
Diluted		17,380													17,380

See accompanying notes to unaudited pro forma financial information.

ADDUS HOMECARE CORPORATION AND SUBSIDIARIES

Notes to Pro Forma Combined Financial Statements

Note 1 – Description of the Transaction

On December 2, 2024, the Company completed the acquisition of Gentiva. The purchase price was approximately $350.6 million and was funded with the combination of a $233.0 million draw on the Company’s revolving credit facility. With the Gentiva Acquisition, the Company expanded its services within its personal care services segment to Arizona, Arkansas, California, Missouri, North Carolina and Texas. The home health segment was expanded in Tennessee.

Note 2 – Basis of Presentation

The unaudited pro forma combined financial information is based on historical financial statements of the Company and Gentiva, as adjusted for the unaudited pro forma effects of the transaction. The unaudited pro forma combined financial information should be read in conjunction with:

•

the historical consolidated financial statements and accompanying notes of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025; and

•

the historical unaudited condensed financial statements and accompanying notes of Gentiva for the nine months ended September 30, 2024 included in the Amendment No. 1 to Current Report on Form 8-K filed with the SEC on February 14, 2025.

The unaudited pro forma combined statements of operations for the year ended December 31, 2024 give effect as if the transaction was consummated on January 1, 2024.

The unaudited pro forma adjustments and related assumptions are described in the accompanying notes to the unaudited pro forma combined financial information. The unaudited pro forma combined financial information has been prepared based upon currently available information and assumptions that are deemed appropriate by the Corporation’s management. The unaudited pro forma combined financial information is for informational and illustrative purposes only and is not intended to be indicative of what actual results would have been had the transaction occurred on the dates assumed, nor does such data purport to represent the consolidated financial results of the Corporation for future periods. The actual financial position and results of operations may differ significantly from the unaudited pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma combined financial information of the Corporation was prepared in accordance with Article 11 of Regulation S-X.

Note 3 – Transaction Accounting Adjustments

The following is a summary of the unaudited pro forma adjustments reflected in the unaudited pro forma combined financial information. All adjustments are based on current valuations and assumptions, which are subject to change.

(a)	Reflects the adjustments to lease expense as a result of the net favorable lease assets.

Pro Forma Lease Expense

(Amounts in Thousands)

Estimated Fair

Value

Estimated Useful

Life

Monthly Lease

Expense

For the Year-to-Date Ended
December 1, 2024

Favorable lease assets, net

190

Lease term

(b)	Represents the adjustments to depreciation and amortization expense as a result of recording the property and equipment and intangible assets at the fair value as of the respective dates of the acquisitions, as follows:

						Pro Forma Depreciation and Amortization
(Amounts in Thousands)	Estimated Fair Value		Estimated Useful Life	Monthly Depreciation and Amortization		For the Year-to-Date Ended December 1, 2024
Furniture and equipment	$	523	5-7 years	$	9	$	99
Leasehold improvements		179	Lease term		10		110
Computer equipment		131	3-5 years		7		77
Computer software		279	3-10 years		13		143
		1,112
Tradename		4,900	3 years		136		1,496
Licenses		23,000	10 years		192		2,112
Licenses		700	indefinite life				-
		28,600					4,037
Less: historical depreciation and amortization expense							(1,458	)
Pro forma adjustments						$	2,579

(c)	Represents adjustments of interest expense to the draw on the Company’s revolving credit facility with an estimated interest rate of 6.34%.

	Pro Forma Interest Expense
(Amounts in Thousands)	For the Year-to-Date Ended December 1, 2024
Revolving loan	$	233,000
Interest rate on closing of the transaction		6.34	%
Interest expense adjustments	$	13,742

The interest rate for pro forma purposes is based on the rate to be effective upon closing of the transaction. The revolving loan is subject to variable interest rates. Assuming 0.125% higher than the applicable rate would result in approximately $0.3 million change in the annual interest expense on the indebtedness under the Revolver.

(d)	Reflects tax adjustments using the Company’s combined federal and state statutory tax rate of 26.1% for the year-to-date ended December 1, 2024.