-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdwaMcbHogZLBbucoWdIx9wuQutMTD33AYaNzzGsIF6dtKNFISe3zV03tDFRu5y9 z9Xn1yxqLv7Zln0L68FEdQ== 0000891092-03-000955.txt : 20030506 0000891092-03-000955.hdr.sgml : 20030506 20030506080824 ACCESSION NUMBER: 0000891092-03-000955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030506 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENTIVA HEALTH SERVICES INC CENTRAL INDEX KEY: 0001096142 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 364335801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15669 FILM NUMBER: 03683037 BUSINESS ADDRESS: STREET 1: 3 HUNTINGTON QUADRANGLE 2S CITY: MELVILLE STATE: NY ZIP: 11747-8943 BUSINESS PHONE: 6315017000 MAIL ADDRESS: STREET 1: 3 HUNTINGTON QUADRANGLE 2S CITY: MELVILLE STATE: NY ZIP: 11747-8943 FORMER COMPANY: FORMER CONFORMED NAME: OLSTEN HEALTH SERVICES HOLDING CORP DATE OF NAME CHANGE: 19991001 8-K 1 e14778.txt FORM 8-K 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, 2003 GENTIVA HEALTH SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15669 36-4335801 (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 3 Huntington Quadrangle, 2S, Melville, New York 11747-8943 (Address of Principal Executive Offices) (Zip Code) (631) 501-7000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description - ----------- ----------- 99.1 Press Release Item 9. Regulation FD Disclosure (also provides information required under Item 12 "Results of Operations and Financial Condition"). The information contained in this Current Report on Form 8-K, which is required by Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure" pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. On May 6, 2003 Gentiva Health Services, Inc. (the "Company") issued a press release on the subject of 2003 first quarter consolidated earnings for the Company. A copy of such release is attached hereto as Exhibit 99.1. In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this Item 9 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing. 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. GENTIVA HEALTH SERVICES, INC. (Registrant) /s/ John R. Potapchuk --------------------------------- John R. Potapchuk Senior Vice President and Chief Financial Officer Date: May 6, 2003 EX-99.1 3 e14778ex99_1.txt PRESS RELEASE Exhibit 99.1 {LOGO] Gentiva(sm) HEALTH SERVICES - -------------------------------------------------------------------------------- Press Release Financial and Investor Contact: John R. Potapchuk (631) 501-7035 john.potapchuk@gentiva.com Media Contact: Kris Garland (631) 501-7484 kristine.garland@gentiva.com FOR IMMEDIATE RELEASE - --------------------- Gentiva Health Services Reports First Quarter 2003 Results Highlights Include First Quarter Revenue Growth of 4.8% and Diluted EPS of $0.19 Melville, N.Y., May 6, 2003--Gentiva Health Services, Inc. (Nasdaq: GTIV), the nation's leading provider of home health services, today announced its first quarter 2003 financial results, highlighted by higher quarterly revenues, diluted earnings per share (EPS) of $0.19 and a strong balance sheet with quarter end cash items and short-term investments of $106 million. Net revenues for the quarter grew by 4.8% to $202.0 million, compared with $192.8 million on a continuing operations basis for the first quarter of 2002. Revenue growth was reported in each major payor group, driven in particular by the Company's commercial insurance business, which grew from both existing contracts and new contracts that were signed in early 2003. 3 Huntington Quadrangle, 2S, Melville, NY 11747-8903 "The quarter's performance was driven by a combination of net revenue growth, gross margin improvement, operating expense control and positive results from our sales investments," commented Ron Malone, chairman and chief executive officer of Gentiva Health Services. For the first quarter of 2003, net income was $5.2 million, or $0.19 per share, compared with a net loss of $209.2 million, or $8.10 per share, for the corresponding period of 2002. Total company net loss in the first quarter of 2002 included a loss from continuing operations of $25.9 million, or $1.00 per share, income from discontinued operations, net of tax, of $7.2 million, or $0.28 per share, and a loss relating to the cumulative effect of an accounting change, net of tax, of $190.5 million, or $7.38 per share. Discontinued operations reported in the 2002 period included the operating results of the Specialty Pharmaceutical Services (SPS) business, which was sold to Accredo Health, Incorporated on June 13, 2002. The cumulative effect of the accounting change, which reflects the net write-off of substantially all of the Company's goodwill, represented the non-cash charge resulting from the adoption of FAS 142 (Goodwill and Other Intangible Assets) during the first quarter of 2002. The Company also reaffirmed its revenue guidance for 2003 in a range of $800 to $820 million. In addition, the Company announced that it now anticipates its effective tax rate for 2003 to be at the lower end of the previously guided range of 10% to 15% of pre-tax income. As a result, the Company is adjusting its 2003 earnings per share guidance for reporting purposes from a range of $0.63 to $0.73 per diluted share to a range of $0.67 to $0.73 per diluted share as a result of using a lower tax rate. Non-GAAP Financial Measures The information provided in following tables includes certain non-GAAP financial measures as defined under Securities and Exchange Commission (SEC) rules. In accordance with SEC rules, the Company has provided, in the supplemental information and the footnotes to the tables, a reconciliation of those measures to the most directly comparable GAAP measures. Conference Call and Webcast Details The Company will comment further on its first quarter 2003 earnings and revenue guidance in its previously announced quarterly conference call and live webcast. The conference call and webcast will be held this morning, May 6, 2003, at 10:00 a.m. Eastern Daylight Time. To participate in the call from the United States or Canada, dial: (612) 326-1003. The webcast is an audio only, one-way event. Listeners of the webcast who have questions must phone into the conference call. To hear the webcast, log onto http://www.gentiva.com/investor/events.asp. This press release is also accessible at the same link, and a transcript of the conference call will also be available there within 24 hours of the call. About Gentiva Health Services Gentiva Health Services (Nasdaq: GTIV) is the nation's leading home health services provider. Gentiva serves patients directly through more than 200 community locations and through CareCentrix, which manages home health care services for many major managed care organizations throughout the United States. The Company is a single source for skilled nursing; physical, occupational, speech and neuro-rehabilitation services; social work, nutrition and disease management education and help with daily living activities, as well as other therapies and services. The Company brings home health care services to approximately half a million patients each year. Gentiva's revenues are generated from commercial insurance, federal and state government programs and individual consumers. For more information, visit Gentiva's web site, www.gentiva.com. Forward-Looking Statement Certain statements contained in this news release, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects" and similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Company's current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; legislative proposals for health care reform; changes in Medicare and Medicaid reimbursement levels; effects of competition in the markets the Company operates in; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payor sources; ability of customers to pay for services; a material shift in utilization within capitated agreements; and changes in estimates and judgments associated with critical accounting policies. For a detailed discussion of these and other factors that could cause actual results to differ from those contained in this news release, please refer to the Company's various filings with the Securities and Exchange Commission (SEC), including the "risk factors" section contained in the Company's annual report on Form 10-K for the year ended December 29, 2002. -end-
(in 000's, except per share data) 1st Quarter ----------- 2003 2002 ---- ---- Statement of Operations Net revenues $202,016 $ 192,799 Cost of services sold 133,250 129,186 ---------------------- Gross profit 68,766 63,613 Selling, general and administrative expenses (61,253) (60,862) Depreciation and amortization (1,745) (1,927) ---------------------- Operating income 5,768 824 Interest income, net 43 196 ---------------------- Income before income taxes from continuing operations 5,811 1,020 Income tax expense 610 26,934 ---------------------- Income (loss) from continuing operations 5,201 (25,914) Discontinued operations, net of tax -- 7,188 ---------------------- Income (loss) before cumulative effect of accounting change 5,201 (18,726) Cumulative effect of accounting change, net of tax -- (190,468) ---------------------- Net income (loss) $ 5,201 $(209,194) ====================== Earnings per Share Basic: Income (loss) from continuing operations $ 0.19 $ (1.00) Discontinued operations, net of tax -- 0.28 Cumulative effect of accounting change, net of tax -- (7.38) ---------------------- Net income (loss) $ 0.19 $ (8.10) ====================== Average shares outstanding 26,696 25,842 ====================== Diluted: Income (loss) from continuing operations $ 0.19 $ (1.00) Discontinued operations, net of tax -- 0.28 Cumulative effect of accounting change, net of tax -- (7.38) ---------------------- Net income (loss) $ 0.19 $ (8.10) ====================== Average shares outstanding 27,752 25,842 ======================
Balance Sheet ASSETS Mar 30, 2003 Dec 29, 2002 ------------ ------------ Cash, cash equivalents and restricted cash $ 96,031 $ 101,241 Short-term investments 10,000 -- Net receivables 128,406 125,078 Prepaid expenses and other current assets 6,866 10,534 ---------------------- Total current assets 241,303 236,853 Fixed assets 13,532 13,025 Other assets 14,337 14,553 ---------------------- Total assets $269,172 $ 264,431 ---------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 18,078 $ 16,865 Payroll and related taxes 10,204 12,377 Medicare liabilities 12,141 11,880 Cost of claims incurred but not reported 30,249 27,899 Obligations under insurance programs 38,216 37,829 Other accrued expenses 23,873 25,664 ---------------------- Total current liabilities 132,761 132,514 Other liabilities 17,448 18,869 Shareholders' equity 118,963 113,048 ---------------------- Total liabilities and shareholders' equity $269,172 $ 264,431 ====================== Common shares outstanding 26,756 26,385 ====================== 1st Quarter ----------- 2003 2002 ---- ---- Supplemental Information Net Revenues: Medicare $ 42,568 $ 42,168 Medicaid and Other Government 42,345 41,885 Commercial Insurance and Other 117,103 108,746 ---------------------- Total net revenues $202,016 $ 192,799 ====================== Income (loss) from Continuing Operations- As Reported $ 5,201 $ (25,914) Add: income tax expense - As Reported (2) 610 26,934 ---------------------- Income before income taxes from continuing operations 5,811 1,020 Less: income tax expense - At assumed 39% rate (2,266) (398) ---------------------- Income from Continuing Operations - Pro Forma $ 3,545 $ 622 ====================== Average shares outstanding - As Reported 27,752 25,842 Add: common stock equivalents (3) -- 1,254 ---------------------- Average shares outstanding - Pro Forma 27,752 27,096 ====================== Diluted Earnings per Share Income (Loss) from Continuing Operations - As Reported $ 0.19 $ (1.00) ====================== Income from Continuing Operations - Pro Forma $ 0.13 $ 0.02 ======================
Notes: 1) Although Income from Continuing Operations - Pro Forma, is a non-GAAP financial measure, management believes that the presentation of income from continuing operations as calculated using an effective tax rate of 39% is a useful adjunct to Income (Loss) from Continuing Operations - As Reported under GAAP because it measures the Company's performance in a consistent manner between the results for the first quarter of fiscal 2003 and fiscal 2002. In addition, Income from Continuing Operations - Pro Forma facilitates comparison between Gentiva and other companies. Furthermore, due to the unusual historical relationship between income tax expense and income before income taxes from continuing operations, the presentation of Income from Continuing Operations - Pro Forma incorporates an effective tax rate, which may be more representative of the Company's normalized rate. For these reasons, management believes that Income from Continuing Operations - Pro Forma is useful to investors. Investors should not view Income from Continuing Operations - Pro Forma as an alternative to the GAAP measure of Income (Loss) from Continuing Operations as a measure of performance. 2) For the first quarter of 2003, income tax expense approximated $0.6 million, representing an effective tax rate of 10.5%. The estimated income tax expense was comprised of state income and federal alternative minimum taxes. The effective tax rate was lower than the statutory tax rate due to the reversal of a portion of the valuation allowance relating to the realization of tax benefits associated with a net operating loss carry forward and other net deferred tax assets. During the first quarter of 2002, income tax expense relating to continuing operations was $26.9 million, which reflects the establishment of a valuation allowance against certain deferred tax assets that were recorded with the adoption of FAS No. 142 and the subsequent write-off of goodwill; the corresponding tax benefit for the same amount was recorded in the cumulative effect of accounting change line during the 2002 period. 3) The computation of diluted earnings per share for the Company's Income from Continuing Operations - Pro Forma for the first quarter of 2002 includes the effect of an incremental 1,254,000 shares that would be issuable upon the assumed exercise of stock options under the treasury stock method. For purposes of the computation of diluted earnings (loss) per share for the Company's Income (Loss) from Continuing Operations - As Reported for 2002, these incremental shares were excluded, since their inclusion would be antidilutive on earnings. -----END PRIVACY-ENHANCED MESSAGE-----