INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 CARECENTRIC, INC. ----------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ----------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------- News Release FOR IMMEDIATE RELEASE CONTACT: John R. Festa President and CEO (678) 264-4400 CARECENTRIC REPORTS 2ND QUARTER 2003 FINANCIAL RESULTS ATLANTA, GA (AUGUST 7, 2003) - CARECENTRIC, INC. (OTC BULLETIN BOARD: CURA), a leading provider of management information systems to the home health care community, reports today its financial results for the calendar quarter ended June 30, 2003. Net Income for the three months ended June 30, 2003 was $0.2 million, which represented an increase of $0.2 million over the nominal Net Loss reported for the three months ended June 30, 2002. The Company reported a slight decrease in revenues of 3.8 % for the three months ended June 30, 2003 to $5.6 million against revenues of $5.8 million for the three months ended June 30, 2002. The Net Cash provided from Operating Activities during the three months ended June 30, 2003 of $0.4 million represented a $1.1 million improvement when compared against the Use of Net Cash from Operating Activities of $0.7 million reported for the 2nd quarter of 2002. "Our second quarter results for 2003 represents the fourth consecutive quarter of profitability," stated John R. Festa, President and CEO of CareCentric. "We are pleased to report that during the second quarter, the Company funded both its new product development efforts and $0.8 million of bank debt payments from operating cash flow. These objectives were met while second quarter sales of new systems remained somewhat soft and six-month revenues of $11.1 million are unchanged from six-month revenues reported in 2002. We have found," continued Mr. Festa, "that the combination of changing HIPAA regulations and the 15% reduction in reimbursement rates has caused delays in many of our customers' decisions to upgrade their IT systems." Mr. Festa added, " We continue to work diligently on improving our customer service levels and collaborating with our customers to ensure our new product development efforts deliver a family of products which will strongly facilitate our customers' profitable management of their home care agencies and medical equipment provider businesses. We remain confident that our continuing enhancements to existing products and our expenditures for development of products leveraging new technology platforms will help grow our future revenues as regulatory cost reductions stabilize and the economy strengthens." "The Board remains very pleased with the continuing financial performance of the Company," said John Reed, Chairman of the Board of Directors. "The investment of operating cash into new products and the repayment of bank debt is consistent with the best interests of both our customers and shareholders." CareCentric provides information technology systems and services to over 1,500 customers. CareCentric provides freestanding, hospital-based and multi-office home health care providers (including skilled nursing, private duty, home medical equipment and supplies, IV pharmacy and hospice) complete information solutions that enable these home care operations to generate and utilize comprehensive and integrated financial, operational and clinical information. With offices nationwide, CareCentric is headquartered in Atlanta, Georgia. Note regarding Private Securities Litigation Reform Act: Statements made in this press release which are not historical facts, including projections, statements of plans, objectives, expectations, or future economic performance, are forward looking statements that involve risks and uncertainties and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. CareCentric's future financial performance could differ significantly from that set forth herein, and from the expectations of management. Important factors that could cause CareCentric's financial performance to differ materially from past results and from those expressed in any forward looking statements include, without limitation, the inability to obtain additional capital resources, variability in quarterly operating results, customer concentration, product performance and acceptance, long sales cycles, long and varying delivery cycles, CareCentric's dependence on business partners, emerging technological standards, risks associated with acquisitions and the risk factors detailed in CareCentric's Registration Statement on Form S-4 (File No. 333-96529) and from time to time in CareCentric's periodic reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. CARECENTRIC, INC. CONSOLIDATED BALANCE SHEETS (in thousands) JUNE 30, DECEMBER 31, 2003 2002 ---------------- ---------------- (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 1,000 $ 826 Accounts receivable, net of allowance for doubtful accounts of $969 and $1,307 respectively 4,042 4,632 Prepaid expenses and other current assets 733 696 Notes receivable 128 215 ---------------- ---------------- Total current assets 5,903 6,369 Purchased software, furniture and equipment, net 819 1,036 Intangible assets, net 3,743 4,308 Long term notes receivable 380 194 ---------------- ---------------- Total assets $ 10,845 $ 11,907 ================ ================ LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Line of credit $ 3,325 $ 4,525 Accounts payable 1,487 1,584 Accrued compensation expense 477 556 Accrued liabilities 6,074 6,113 Customer deposits 1,235 1,495 Unearned revenues 4,464 4,223 ---------------- ---------------- Total current liabilities 17,062 18,496 Accrued liabilities, less current portion - 150 Note payable long-term 8,776 8,520 Commitments and contingencies Shareholders' deficit Preferred Stock: 10,000,000 shares authorized Series B Preferred, $.001 par value; 5,600,000 issued and outstanding; liquidation value $1.39 6 6 Series D Preferred, $.001 par value; 398,000 issued and outstanding; liquidation value $3.20 - - Series E Preferred, $.001 par value; 210,000 issued and outstanding; liquidation value $1.04 - - Common stock, $.001 par value; 20 shares authorized; 4,371,350 shares issued and outstanding at June 30, 2003 and December 31, 2002 4 4 Unearned compensation (99) (134) Additional paid-in capital 20,430 20,430 Stock warrants 1,000 1,000 Accumulated deficit (36,334) (36,565) ---------------- ---------------- Total shareholders' deficit (14,993) (15,259) ---------------- ---------------- Total liabilities and shareholders' deficit $ 10,845 $ 11,907 ================ ================ CARECENTRIC, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, -------------------------------- ------------------------------- 2003 2002 2003 2002 --------------- --------------- --------------- --------------- (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ 5,627 $ 5,848 $ 11,105 $ 11,101 Costs and expenses: Cost of revenues 1,739 1,785 3,562 3,460 Selling, general and administrative 2,325 2,589 4,541 5,288 Research and development 877 942 1,713 1,889 Amortization and depreciation 394 423 789 848 --------------- --------------- --------------- --------------- Total costs and expenses 5,335 5,739 10,605 11,485 --------------- --------------- --------------- --------------- Income (loss) from operations 292 109 500 (384) Other income (expense): Interest expense (210) (153) (383) (322) Interest and other income 106 15 449 13 --------------- --------------- --------------- --------------- Income (loss) before taxes 188 (29) 566 (693) --------------- --------------- --------------- --------------- Income tax benefit (expense) - - (23) - --------------- --------------- --------------- --------------- Net Income (loss) 188 (29) 543 (693) --------------- --------------- --------------- --------------- Cumulative Preferred Dividends (157) 34 (312) (146) --------------- --------------- --------------- --------------- Net Income (loss) available to common shareholders $ 31 $ 5 $ 231 $ (839) =============== =============== =============== =============== Net Income (loss) per share - basic and diluted $ 0.04 $ (0.01) $ 0.12 $ (0.16) =============== =============== =============== =============== Net Income (loss) per share - basic and diluted available to common shareholders $ 0.01 $ 0.00 $ 0.05 $ (0.19) =============== =============== =============== =============== Weighted average common shares - basic and diluted 4,371,000 4,371,000 4,371,000 4,371,000 =============== =============== =============== =============== CARECENTRIC, INC. CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ---------------------------- --------------------------- 2003 2002 2003 2002 ------------ ----------- ------------ ------------ (unaudited) (unaudited) (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $ 31 $ 5 $ 231 $ (839) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: Provision for doubtful accounts - 87 - 244 Amortization and depreciation 394 423 789 848 Stock based compensation charge to earnings 18 18 35 41 CHANGES IN ASSETS AND LIABILITIES: Accounts receivable 276 (764) 589 (2,172) Prepaid expenses and other current assets 79 60 (37) 80 Notes receivable (66) 15 (186) 55 Accounts payable (2) (338) (97) 109 Accrued compensation (3) 39 (79) (11) Accrued liabilities (50) (248) (189) (415) Customer deposits (145) (1,010) (260) (984) Unearned revenues (96) 989 241 1,115 ------------ ----------- ------------ ------------ Net cash provided by / (used in) operating activities 436 (724) 1,037 (1,929) ------------ ----------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of software, furniture and equipment - (13) (6) (34) ------------ ----------- ------------ ------------ Net cash provided by / (used in) investing activities - (13) (6) (34) ------------ ----------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable 129 756 256 1,756 Increase (decrease) in line of credit (800) (85) (1,200) 310 Payments on capital lease obligation - 9 - - Proceeds from Consulting note receivable 52 71 87 167 ------------ ----------- ------------ ------------ Net cash provided by / (used in) financing activities (619) 751 (857) 2,233 ------------ ----------- ------------ ------------ Net change in cash and cash equivalents (183) 14 174 270 Cash and cash equivalents, beginning of period 1,183 457 826 201 ------------ ----------- ------------ ------------ Cash and cash equivalents, end of period $ 1,000 $ 471 $ 1,000 $ 471 ============ =========== ============ ============ Cash paid during period for interest $ 28 $ 74 $ 91 $ 155 1640564 INVESTOR NOTICE CareCentric has filed with the SEC a proxy statement and other relevant documents concerning a proposed merger with an investor group led by John E. Reed that could have the effect of taking CareCentric private. CareCentric has entered into an Agreement and Plan of Merger dated June 4, 2003 by and among CareCentric, Borden Associates, Inc., John E. Reed, Stewart B. Reed and James A. Burk. The merger agreement has been filed with the SEC as an exhibit to the proxy statement. Investors of CareCentric are urged to read the proxy statement, the merger agreement, and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by CareCentric free of charge by requesting them in writing from Ana McGary at CareCentric, Inc., 2625 Cumberland Parkway, Suite 310, Atlanta, GA 30339 or by telephone at (678) 264-4400. CareCentric, its directors and executive officers and certain of their employees and the investor group described previously may be deemed to be participants in the solicitation of proxies from the stockholders of CareCentric in connection with the merger, if consummated. These participants may have interests in the merger, if consummated, including interests resulting from holding options or shares of CareCentric common stock. Information about the interests of directors and executive officers of CareCentric, the investor group, and their ownership of securities of CareCentric are set forth in the proxy statement. Investors should read the proxy statement carefully before making any voting or investment decisions.