8-K

UNITED STATES

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):

May 6, 2013

RES-CARE, INC.

(Exact Name of Registrant as specified in Charter)

Kentucky	0-20372	61-0875371
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9901 Linn Station Road, Louisville, Kentucky	40223
(Address of principal executive offices)	(Zip code)

(502) 394-2100

(Registrant's telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]      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))

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02 Results of Operations and Financial Condition.

Res-Care, Inc. is furnishing unaudited financial information related to the results of its first quarter ended March 31, 2013, that was posted to its website on May 6, 2013.  The information, which is attached as Exhibit 99.1 to this report, includes certain non-GAAP financial measures and related reconciliations to GAAP measures that were not included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Item 9.01 Financial Statements & Exhibits.

Exhibit Number	Description of Exhibit
99.1	Unaudited financial information for the first quarter ended March 31, 2013.

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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: May 6, 2013	By:	/s/ Ross Davison
		Ross Davison Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Unaudited financial information for the first quarter ended March 31, 2013.

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EX-99.1

EXHIBIT 99.1

RESCARE FIRST QUARTER 2013 RESULTS

First Quarter 2013 Financial Results

Revenues for the first quarter of 2013 were $389.5 million, which was a 2.0% decrease from prior year period revenues of $397.3 million.  Contract losses and modifications in Workforce Services and Youth Services segments were partially offset by increased revenues from acquisitions in our Residential and HomeCare segments since the first quarter of 2012.

Net income was $11.3 million for the first quarter of 2013, compared with $5.7 million in the same period of 2012.  The increase is due to lower interest expense and income tax expenses.  Adjusted EBITDA for the first quarter of 2013 was $30.1 million versus $30.0 million in the prior year quarter.

RES-CARE, INC.

Unaudited Financial Highlights

(In thousands)

	Three Months Ended March 31,
	2013			2012
Income Statement Data:
Revenues	$	389,454		$	397,342
Cost of services		294,376			299,280
Gross profit		95,078			98,062
Operating expenses:
Operational general and administrative		58,770			60,349
Corporate general and administrative		15,110			17,667
Total operating expenses		73,880			78,016
Operating income		21,198			20,046
Interest expense, net		8,537			10,443
Income before income taxes		12,661			9,603
Income tax expense		1,365			3,868
Net income		11,296			5,735
Net loss – noncontrolling interest		(36	)		(30	)
Net income – Res-Care, Inc.	$	11,332		$	5,765
Other comprehensive income:
Foreign currency translation adjustments		(191	)		161
Comprehensive income attributable to Res-Care, Inc.	$	11,141		$	5,926
Total comprehensive income	$	11,105		$	5,896

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RES-CARE, INC.

Unaudited Financial Highlights (continued)

(In thousands)

	Three Months Ended March 31,
	2013		2012
Net income to EBITDA and Adjusted EBITDA:
Net income	$	11,296	$	5,735
Add:  Interest, net		8,537		10,443
Depreciation and amortization		8,195		8,807
Income tax expense		1,365		3,868
EBITDA (1)		29,393		28,853
Add:  Share-based compensation		704		1,174
Acquisition costs		—		—
Adjusted EBITDA (1)	$	30,097	$	30,027

	March 31, 2013		December 31, 2012
Balance Sheet Data:
ASSETS
Cash and cash equivalents	$	46,703	$	50,134
Accounts receivable, net		228,506		228,377
Other current assets		39,436		39,705
Total current assets		314,645		318,216
Property and equipment, net		94,959		97,030
Goodwill		288,140		288,265
Other intangible assets, net		319,564		321,293
Other assets		23,904		27,154
	$	1,041,212	$	1,051,958
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities	$	154,337	$	175,174
Other long-term liabilities		164,121		162,722
Long-term debt		366,935		370,052
Shareholder’s equity		355,819		344,010
	$	1,041,212	$	1,051,958

(1) EBITDA is defined as income from continuing operations before depreciation and amortization, net interest expense, loss on extinguishment of debt and income taxes.  Adjusted EBITDA is defined as EBITDA before share-based compensation and acquisition costs.  EBITDA and Adjusted EBITDA should not be considered as measures of financial performance under accounting principles generally accepted in the United States of America.  The items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance.  Management routinely calculates and presents EBITDA and Adjusted EBITDA because it believes that EBITDA and Adjusted EBITDA are useful to investors and are used as analytical indicators within the industry to evaluate performance, measure leverage capacity and debt service ability, and to estimate current or prospective enterprise value.  EBITDA is also used in measurements under certain covenants contained in the Company’s credit agreement.

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RES-CARE, INC.

Unaudited Financial Highlights (continued)

(In thousands)

	Three Months Ended March 31,
	2013			2012
Cash Flow Data:
Net income	$	11,296		$	5,735
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization		8,195			8,807
Amortization of discount and deferred debt issuance costs		870			675
Share-based compensation		704			1,174
Deferred income taxes, net		1,964			1,100
Provision for losses on accounts receivable		1,818			1,549
Loss on sale of assets		102			35
Changes in operating assets and liabilities		(15,779	)		(20,122	)
Cash provided by (used in) operating activities		9,170			(1,047	)
Cash flows from investing activities:
Proceeds from sale of assets		81			10
Purchases of property and equipment		(4,103	)		(4,261	)
Acquisitions of businesses, net of cash acquired		(7	)		(4,550	)
Cash used in investing activities		(4,029	)		(8,801	)
Cash flows from financing activities:
Debt repayments, net		(8,498	)		(2,614	)
Debt issuance costs		(8	)		—
Cash used in financing activities		(8,506	)		(2,614	)
Effect of exchange rate on cash and cash equivalents		(66	)		64
Decrease in cash and cash equivalents	$	(3,431	)	$	(12,398	)

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RES-CARE, INC.

Unaudited Financial Highlights (continued)

(Dollars in thousands)

	Three Months Ended March 31,
	2013			2012
Segment Data:
Revenues:
Residential Services	$	204,501		$	200,798
ResCare HomeCare		88,068			84,019
Youth Services		41,880			46,557
Workforce Services		39,818			48,829
Pharmacy Services		15,187			17,139
Consolidated	$	389,454		$	397,342
Operating Income(1):
Residential Services	$	24,398		$	26,569
ResCare HomeCare		4,532			4,798
Youth Services		3,061			3,261
Workforce Services		3,612			1,948
Pharmacy Services		1,027			1,145
Corporate		(15,432	)		(17,675	)
Consolidated	$	21,198		$	20,046
Operating Margin(1):
Residential Services		11.9	%		13.2	%
ResCare HomeCare		5.1	%		5.7	%
Youth Services		7.3	%		7.0	%
Workforce Services		9.1	%		4.0	%
Pharmacy Services		6.8	%		6.7	%
Corporate		(4.0	%)		(4.4	%)
Consolidated		5.4	%		5.0	%

(1) Other (expense) income, which is included with corporate general and administrative expenses per the Income Statement Data on page 1, has been allocated for purposes of segment reporting.

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