Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 13, 2020, Addus HomeCare Corporation (the "Company") submitted a plan of
compliance (the "Compliance Plan") to The Nasdaq Stock Market LLC ("Nasdaq") to
support its request for an extension of time to regain compliance with the
Nasdaq continued listing requirements. The Compliance Plan is in response to a
previously disclosed letter received from Nasdaq on March 20, 2020 in connection
with the Company's previously disclosed delay in filing its Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 (the "Form 10-K"). The
Compliance Plan included a statement that the Company currently anticipates that
it will file the Form 10-K, together with its Quarterly Report on Form 10-Q for
the three months ended March 31, 2020 (the "Form 10-Q"), on or about August 10,
2020.
The Company also received further correspondence, as expected, from Nasdaq on
May 14, 2020, notifying the Company that it is not currently in compliance with
Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic
financial reports with the Securities and Exchange Commission, as a result of
not filing the Form 10-Q and of the ongoing delay in filing the Form 10-K.
Neither Nasdaq letter has a present effect on the listing or trading of the
Company common stock on the Nasdaq Global Select Market. According to the most
recently received Nasdaq letter, the Compliance Plan is currently under review.
Pursuant to Nasdaq rules, the Company's securities will remain listed on the
Nasdaq Global Select Market pending Nasdaq's review of the Compliance Plan. The
Compliance Plan contemplates a grace period until September 14, 2020 to regain
compliance with the Nasdaq continued listing requirements. The Company
anticipates regaining compliance prior to this date.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K (the "Form 8-K")
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 "anticipate," "intend," "will," "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 discretionary
determinations by government officials, the consummation and 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, lower than anticipated cost
savings, estimation inaccuracies in future revenues, margins, earnings and
growth, whether any anticipated receipt of payments will materialize, the
anticipated impact to our business operations, reimbursements and patient
population due to the recent COVID-19 global pandemic, caused by a novel strain
of the coronavirus (COVID-19), 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 18, 2019, and Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 8, 2019, which are
available at 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 Form 8-K
do not purport to be predictions of future events or circumstances and may not
be realized.
Item 7.01 Regulation FD Disclosure.
On May 15, 2020, the Company issued a press release, announcing the receipt of
the Nasdaq letter and the submission of its compliance plan, the text of which
is set forth as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press Release of Addus HomeCare Corporation dated May 15, 2020.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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