8-K

United States

SECURITIES AND EXCHANGE COMMISSIONWashington, 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): August 1, 2013

_______________

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

_______________

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip Code)
(770) 951-6450
(Registrant's telephone number, including area code)
Not applicable
(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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Item 2.02.    Results of Operations and Financial Condition.

On August 1, 2013, Gentiva Health Services, Inc. (the “Company”) issued a press release on the subject of 2013second quarter consolidated earnings for the Company. A copy of such release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 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.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.    The following exhibit is furnished herewith pursuant to Item 2.02:
Exhibit No.	Description
99.1	Press Release

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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/ Eric R. Slusser

Eric R. SlusserExecutive Vice President,
Chief Financial Officer and Treasurer

Date:  August 1, 2013

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EXHIBIT INDEX

Exhibit NumberDescription

99.1        Press Release

4

EX-99.1

Exhibit 99.1

Press Release    

Financial and Investor Contact:

Eric Slusser

770-951-6101

eric.slusser@gentiva.com

or     John Mongelli

770-951-6496

john.mongelli@gentiva.com

Media Contact:

Scott Cianciulli

Brainerd Communicators

212-986-6667

cianciulli@braincomm.com

Gentiva^® Health Services Reports Second Quarter 2013 Results

ATLANTA, GA, August 1, 2013 -- Gentiva Health Services, Inc. (NASDAQ: GTIV), the largest provider of home health and hospice services in the United States based on revenue, today reported second quarter 2013 results. Quarterly highlights include:

• Net revenues of $414.4 million.

• Adjusted income attributable to Gentiva shareholders per diluted share of $0.22.

• Adjusted EBITDA of $39.0 million.

• Free cash flow of $25.9 million.

Second quarter 2013 financial highlights include:

▪ Net revenues of $414.4 million, a decrease of 3% compared to $427.7 million for the quarter ended June 30, 2012. During the quarter ended June 30, 2013, net revenues were negatively impacted by the 2013 home health Medicare rate reduction, the full-quarter effect of the 2% sequestration rate cut on our Medicare-based revenues and the sale or closure of branches in the prior year. Excluding the impact of branches sold or closed, net revenues would have been down 2% compared to the second quarter of 2012. Net revenues included home health episodic revenues of $206.7 million, flat compared to $207.5 million in the 2012 second quarter. Hospice revenues were $179.2 million, a decrease of 7% compared to $192.0 million in the 2012 second quarter. Hospice represented 43% of total net revenues in the second quarter of 2013, compared to 45% in the 2012 second quarter.

▪ Income attributable to Gentiva shareholders of $6.3 million, or $0.20 per diluted share, compared to $13.9 million, or $0.46 per diluted share, for the second quarter of 2012.

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▪ Adjusted income attributable to Gentiva shareholders of $6.8 million, compared with $10.7 million in the comparable 2012 period. On a diluted per share basis, adjusted income attributable to Gentiva shareholders was $0.22 for the second quarter of 2013 as compared to $0.35 for the second quarter of 2012.

▪ Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $39.0 million in the second quarter of 2013 as compared to $48.3 million in the second quarter of 2012. Adjusted EBITDA as a percentage of net revenues was 9.4% in the second quarter of 2013 versus 11.3% in the prior year period.

Adjusted income attributable to Gentiva shareholders and Adjusted EBITDA exclude charges related to restructuring, legal settlements, acquisition and integration activities and other special items.

Highlights for the six months ended June 30, 2013 include:

▪ Net revenues of $830.0 million, a decrease of 4% as compared to $863.3 million for the prior year period. Net revenues included home health episodic revenues of $414.1 million, compared to $418.1 million in the comparable 2012 period. Hospice revenues were $358.7 million, compared to $387.7 million in the comparable 2012 period.

▪ Loss attributable to Gentiva shareholders of $200.8 million, or $6.51 per diluted share. Income attributable to Gentiva shareholders in the comparable 2012 period was $18.7 million, or $0.61 per diluted share.

▪ Adjusted income attributable to Gentiva shareholders of $13.9 million, compared with $18.1 million in the 2012 period.On a diluted per share basis, adjusted income attributable to Gentiva shareholders was $0.45 as compared with $0.59 in the corresponding period of 2012, prior to the $0.03 add-back in the first quarter of 2012 for credit agreement amendment expenses.

▪ Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $78.1 million as compared to $90.2 million in the 2012 period.Adjusted EBITDA as a percentage of net revenues was 9.4% versus 10.5% in the prior-year period.

Cash Flow and Balance Sheet Highlights

At June 30, 2013, the Company reported cash and cash equivalents of $185.1 million, up from $159.6 million at March 31, 2013. Total outstanding debt was $910.2 million as of June 30, 2013. Total Company days sales outstanding, or DSO, was 52 days at June 30, 2013, flat with the DSO at March 31, 2013.

For the second quarter of 2013, net cash provided by operating activities was $30.7 million, compared to $83.8 million in the prior year period for 2012, which included a significant benefit from the reduction of DSO. Free cash flow was $25.9 million for the second quarter of 2013, compared to $80.7 million in the prior year period. Free cash flow is calculated as net cash provided by operating activities less capital expenditures.

Full-Year 2013 Outlook

Based on first half 2013 results and the potential fourth quarter 2013 impact of the proposed 2014 Medicare home health and hospice reimbursement rules, the Company now expects full-year net revenues to be in the range of $1.67 billion to $1.70 billion. The Company continues to expect 2013 adjusted income attributable to Gentiva shareholders to be in the range of $0.90 to $1.10 on a diluted per share basis.

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Non-GAAP Financial Measures

The information provided in this press release includes certain non-GAAP financial measures as defined under 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 historical measures to the most directly comparable GAAP measures.

A reconciliation of adjusted income attributable to Gentiva shareholders to net income, the most directly comparable GAAP measure, is not accessible on a forward-looking basis without unreasonable effort due to the inherent difficulties in predicting the costs of restructuring, legal settlements and merger and acquisition activities and the impact of any future acquisitions or divestitures, which can fluctuate significantly and may have a significant impact on net income.

Conference Call and Webcast Details

The Company will comment further on its second quarter 2013 results during its conference call and live webcast to be held Thursday, August 1, 2013 at 9:00 a.m. Eastern Time. To participate in the call from the United States, Canada or an international location, dial (973) 935-2408 and reference call #17144988. The webcast is an audio-only, one-way event. Webcast listeners who wish to ask questions must participate in the conference call. Log onto http://investors.gentiva.com/events.cfm to hear the webcast. A replay of the call will be available on August 1 and will remain available continuously through August 8. To listen to a replay of the call from the United States, Canada or international locations dial (800) 585-8367 or (404) 537-3406 and enter the following PIN at the prompt: 17144988. Visit http://investors.gentiva.com/events.cfm to access the webcast archive. This press release is accessible at http://investors.gentiva.com/releases.cfm and a transcript of the conference call will be posted on the Company's website.

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is the nation's largest provider of home health and hospice services based on revenue, delivering innovative, high quality care to patients across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. GTIV-G

(unaudited tables and notes follow)

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Gentiva Health Services, Inc. and Subsidiaries

Condensed Consolidated Financial Statements and Supplemental Information

(Unaudited)

		(in 000's, except per share data)	2nd Quarter						Six Months
			2013			2012			2013			2012
Condensed Statements of Comprehensive Income (Loss)
		Net revenues	$	414,424		$	427,691		$	830,015		$	863,343
		Cost of services sold	218,947			222,737			440,520			455,598
		Gross profit	195,477			204,954			389,495			407,745
		Selling, general and administrative expenses	(161,937		)	(163,928		)	(321,814		)	(337,635		)
		Gain on sale of businesses	—			5,447			—			5,447
		Goodwill and other long-lived asset impairment	—			—			(224,320		)	—
		Interest income	642			697			1,427			1,358
		Interest expense and other	(22,790		)	(23,352		)	(45,868		)	(45,515		)
		Income (loss) before income taxes	11,392			23,818			(201,080		)	31,400
		Income tax (expense) benefit	(4,829		)	(9,646		)	587			(12,175		)
		Net income (loss)	6,563			14,172			(200,493		)	19,225
		Less: Net income attributable to noncontrolling interests	(216		)	(263		)	(337		)	(476		)
		Net income (loss) attributable to Gentiva shareholders	$	6,347		$	13,909		$	(200,830	)	$	18,749
		Total comprehensive income (loss)	$	6,563		$	14,172		$	(200,493	)	$	19,225
	Earnings per Share
		Net income (loss) attributable to Gentiva shareholders:
		Basic	$	0.21		$	0.46		$	(6.51	)	$	0.61
		Diluted	$	0.20		$	0.46		$	(6.51	)	$	0.61
		Weighted average shares outstanding:
		Basic	30,941			30,338			30,863			30,532
		Diluted	31,239			30,446			30,863			30,632

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		(in 000's)
Condensed Balance Sheets
	ASSETS		Jun 30, 2013		Dec 31, 2012
		Cash and cash equivalents	$	185,122	$	207,052
		Accounts receivable, net (A)	252,589		251,080
		Deferred tax assets	9,051		12,263
		Prepaid expenses and other current assets	43,162		45,632
		Total current assets	489,924		516,027
		Notes receivable from CareCentrix	28,471		28,471
		Fixed assets, net	38,273		41,414
		Intangible assets, net	191,601		193,613
		Goodwill	435,747		656,364
		Other assets	72,208		75,045
		Total assets	$	1,256,224	$	1,510,934
	LIABILITIES AND EQUITY
		Current portion of long-term debt	$	12,500	$	25,000
		Accounts payable	12,706		13,445
		Payroll and related taxes	42,069		45,357
		Deferred revenue	38,063		37,444
		Medicare liabilities	16,035		27,122
		Obligations under insurance programs	57,546		56,536
		Accrued nursing home costs	19,866		18,428
		Other accrued expenses	50,296		66,567
		Total current liabilities	249,081		289,899
		Long-term debt	897,682		910,182
		Deferred tax liabilities, net	31,392		42,165
		Other liabilities	39,015		33,988
		Total equity	39,054		234,700
		Total liabilities and equity	$	1,256,224	$	1,510,934
		Common shares outstanding	31,315		30,748

(A) Accounts receivable, net included an allowance for doubtful accounts of $9.1 million and $8.8 million at June 30, 2013 and December 31, 2012, respectively.

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		(in 000's)
			Six Months
Condensed Statements of Cash Flows			2013				2012
	OPERATING ACTIVITIES:
	Net (loss) income		$	(200,493	)		$	19,225
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Depreciation and amortization	9,511				14,722
		Amortization and write-off of debt issuance costs	6,463				7,020
		Provision for doubtful accounts	2,680				3,746
		Equity-based compensation expense	3,969				3,442
		Windfall tax benefits associated with equity-based compensation	(82		)		—
		Gain on sale of businesses	—				(5,447		)
		Goodwill and other long-lived asset impairment	224,320				—
		Deferred income tax (benefit) expense	(7,983		)		9,906
	Changes in assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable	(3,919		)		26,251
		Prepaid expenses and other current assets	1,727				(7,524		)
		Current liabilities	(27,705		)		(28,314		)
	Other, net		1,678				6,117
	Net cash provided by operating activities		10,166				49,144
	INVESTING ACTIVITIES:
	Purchase of fixed assets		(7,521		)		(6,941		)
	Proceeds from sale of businesses, net of cash transferred		508				6,090
	Net cash used in investing activities		(7,013		)		(851		)
	FINANCING ACTIVITIES:
	Proceeds from issuance of common stock		1,852				1,640
	Windfall tax benefits associated with equity-based compensation		82				—
	Payment of contingent consideration accrued at acquisition date		(1,500		)	—	—
	Repayment of long-term debt		(25,000		)		(50,000		)
	Repurchase of common stock		—				(4,974		)
	Debt issuance costs		—				(4,125		)
	Other		(517		)		(468		)
	Net cash used in financing activities		(25,083		)		(57,927		)
	Net change in cash and cash equivalents		(21,930		)		(9,634		)
	Cash and cash equivalents at beginning of period		207,052				164,912
	Cash and cash equivalents at end of period		$	185,122			$	155,278
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Interest paid		$	39,069			$	38,402
	Income taxes paid		$	522			$	4,014
			Six Months
A reconciliation of Free cash flow to Net cash provided by operating activities follows:			2013				2012
		Net cash provided by operating activities	$	10,166			$	49,144
		Less: Purchase of fixed assets	(7,521		)		(6,941		)
		Free cash flow	$	2,645			$	42,203

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		(in 000's)
Supplemental Information			2nd Quarter						Six Months
			2013			2012			2013			2012
Segment Information (2)
	Net revenues
		Home Health	$	235,216		$	235,687		$	471,277		$	475,651
		Hospice	179,208			192,004			358,738			387,692
	Total net revenues		$	414,424		$	427,691		$	830,015		$	863,343
	Operating contribution (4)
		Home Health	$	29,917		$	36,383		$	60,105		$	62,259
		Hospice	26,437			35,146			53,858			67,628
	Total operating contribution		56,354			71,529			113,963			129,887
	Corporate administrative expenses		(18,084		)	(23,211		)	(36,771		)	(45,055		)
	Goodwill and other long-lived asset impairment (5)		—			—			(224,320		)	—
	Depreciation and amortization		(4,730		)	(7,292		)	(9,511		)	(14,722		)
	Gain on sale of businesses (6)		—			5,447			—			5,447
	Interest expense and other, net (7)		(22,148		)	(22,655		)	(44,441		)	(44,157		)
	Income (loss) before income taxes		$	11,392		$	23,818		$	(201,080	)	$	31,400
	Home Health operating contribution margin %		12.7%			15.4%			12.8%			13.1%
	Hospice operating contribution margin %		14.8%			18.3%			15.0%			17.4%
			2nd Quarter						Six Months
	Net Revenues by Major Payer Source:		2013			2012			2013			2012
		Medicare
		Home Health	$	192,733		$	186,154		$	385,853		$	376,771
		Hospice	167,788			179,554			335,061			361,553
		Total Medicare	360,521			365,708			720,914			738,324
		Medicaid and local government	18,664			18,258			36,934			37,719
		Commercial insurance and other:
		Paid at episodic rates	13,974			21,313			28,229			41,287
		Other	21,265			22,412			43,938			46,013
		Total commercial insurance and other	35,239			43,725			72,167			87,300
		Total net revenues	$	414,424		$	427,691		$	830,015		$	863,343
			2nd Quarter						Six Months
A reconciliation of Adjusted EBITDA to Net income (loss) attributable to Gentiva shareholders follows:			2013			2012			2013			2012
	Adjusted EBITDA (3)		$	39,014		$	48,343		$	78,077		$	90,248
	Cost savings, restructuring, legal settlement and acquisition and integration costs (4)		(744		)	(25		)	(885		)	(5,416		)
	Goodwill and other long-lived asset impairment (5)		—			—			(224,320		)	—
	Gain on sale of businesses (6)		—			5,447			—			5,447
	EBITDA (4)		38,270			53,765			(147,128		)	90,279
	Depreciation and amortization		(4,730		)	(7,292		)	(9,511		)	(14,722		)
	Interest expense and other, net (7)		(22,148		)	(22,655		)	(44,441		)	(44,157		)
	Income (loss) before income taxes		11,392			23,818			(201,080		)	31,400
	Income tax (expense) benefit (8)		(4,829		)	(9,646		)	587			(12,175		)
	Net income (loss)		6,563			14,172			(200,493		)	19,225
	Less: Net income attributable to noncontrolling interests		(216		)	(263		)	(337		)	(476		)
	Net income (loss) attributable to Gentiva shareholders		$	6,347		$	13,909		$	(200,830	)	$	18,749

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A reconciliation of Adjusted income attributable to Gentiva shareholders to Net income (loss) (all items presented are net of tax): (3)
		2nd Quarter						Six Months
		2013			2012			2013			2012
	Adjusted income attributable to Gentiva shareholders	$	6,799		$	10,695		$	13,906		$	18,140
	Cost savings, restructuring, legal settlement and acquisition and integration costs (4)	(452		)	(34		)	(538		)	(3,215		)
	Goodwill and other long-lived asset impairment (5)	—			—			(214,198		)	—
	Gain on sale of businesses (6)	—			3,248			—			3,248
	Tax valuation allowance on OIG legal settlement	—			—			—			576
	Income (loss) attributable to Gentiva shareholders	6,347			13,909			(200,830		)	18,749
	Add back: Net income attributable to noncontrolling interests	216			263			337			476
	Net income (loss)	$	6,563		$	14,172		$	(200,493	)	$	19,225
	Adjusted income attributable to Gentiva shareholders per diluted share	$	0.22		$	0.35		$	0.45		$	0.59
	Cost savings, restructuring, legal settlement and acquisition and integration costs (4)	(0.02		)	—			(0.02		)	(0.11		)
	Goodwill and other long-lived asset impairment (5)	—			—			(6.94		)	—
	Gain on sale of businesses (6)	—			0.11			—			0.11
	Tax valuation allowance on OIG legal settlement	—			—			—			0.02
	Income (loss) attributable to Gentiva shareholders per diluted share	0.20			0.46			(6.51		)	0.61
	Add back: Net income attributable to noncontrolling interests	0.01			0.01			0.01			0.02
	Net income (loss) per diluted share	$	0.21		$	0.47		$	(6.50	)	$	0.63
	Operating Metrics	2nd Quarter						Six Months
		2013			2012			2013			2012
	Home Health
	Episodic admissions	48,300			48,800			98,700			100,200
	Total episodes	71,000			71,400			143,200			144,800
	Episodes per admission	1.47			1.46			1.45			1.44
	Revenue per episode	$	2,910		$	2,905		$	2,890		$	2,890
	Hospice
	Admissions	12,100			12,900			25,700			26,700
	Average daily census	12,800			13,700			12,800			13,700
	Patient days (in thousands)	1,164			1,243			2,310			2,499
	Revenue per patient day	$	154		$	154		$	155		$	155
	Length of stay at discharge (in days)	97			86			98			89
	Services by patient type:
	Routine	98%			98%			98%			98%
	General Inpatient & Other	2%			2%			2%			2%

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Notes:

1. The comparability between reporting periods has been affected by the following items:

a.    The Company completed several acquisitions, closed a significant number of branch operations and sold a number of operating units affecting the reporting periods presented as follows:

• During the second quarter of 2013, the Company completed the acquisition of Hope Hospice.

• During the third quarter of 2012, the Company completed the acquisitions of Family Home Care, North Mississippi Hospice and Advocate Hospice.

• During the fourth quarter of 2012, the Company sold its Phoenix area hospice operations. During the second quarter of 2012, the Company sold eight home health branches and four hospice branches in Louisiana.

During the first quarter of 2012, the Company continued a comprehensive review of its branch structure, support infrastructure and other significant expenditures in order to reduce its ongoing operating costs given the challenging rate environment facing the Company. As a result of this effort, the Company closed or divested 4 home health branches and completed significant reductions in staffing levels in regional, area and corporate support functions.

As a result of this activity, the Company's revenue for the second quarter and first six months of 2013 were negatively impacted by approximately $5 million and $14 million, respectively, as compared to the second quarter and first six months of 2012.

b. The first six months of 2013 included 181 days of activity as compared to 182 days for the first six months of 2012 due to 28 days in February 2013 versus 29 days in February 2012.

2. The Company’s senior management evaluates performance and allocates resources based on operating contributions of the operating segments, which exclude corporate expenses, depreciation, amortization, and interest expense and other (net), but include revenues and all other costs directly attributable to the specific segment.

3. Adjusted EBITDA, a non-GAAP financial measure, is defined as income before interest expense and other (net of interest income), income taxes, depreciation and amortization and excluding charges relating to (i) cost savings and other restructuring, legal settlements, and acquisition and integration activities, (ii) gain on sale of businesses and (iii) goodwill and other long-lived asset impairment. Management uses Adjusted EBITDA to evaluate overall performance and compare current operating results with other companies in the healthcare industry. Adjusted EBITDA should not be considered in isolation or as a substitute for income from continuing operations, net income, operating income or cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Because Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States and is susceptible to varying calculations, it may not be comparable to similarly titled measures in other companies.

Adjusted income attributable to Gentiva shareholders is defined as income attributable to Gentiva shareholders, excluding (i) tax reserves relating to the OIG settlement, (ii) gain on sale of businesses, (iii) charges relating to cost savings and other restructuring, legal settlements, and acquisition and integration activities and (iv) goodwill and other long-lived asset impairment.

4. Operating contribution and EBITDA included charges relating to cost savings and other restructuring, legal settlements and acquisition and integration activities of $0.8 million and $0.9 million for the second quarter and first six months of 2013, respectively. For the first six months of 2012, the Company recorded charges of $5.4 million.

For both the second quarter and first six months of 2013, the Company recorded restructuring costs of $0.2 million. For the second quarter and first six months of 2013, acquisition and integration activities of $0.6 million and $0.7 million, respectively, primarily related to the Company's acquisition of Hope Hospice, Inc.

For the first six months of 2012, the Company recorded (i) restructuring costs of $1.3 million and (ii) legal settlement reserves of $5.0 million, associated with the tentative settlement of the Wilkie wage and hour lawsuit, partially offset by a reduction in acquisition and integration costs of $0.9 million, primarily relating to favorable lease settlements associated with Odyssey HealthCare, Inc.

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These charges were reflected as follows for segment reporting purposes (dollars in millions):

	2nd Quarter					Six Months
	2013		2012			2013		2012
Home Health	$	—	$	(0.1	)	$	—	$	5.7
Hospice	0.7		0.3			0.7		0.1
Corporate expenses	0.1		(0.2		)	0.2		(0.4		)
Total	$	0.8	$	—		$	0.9	$	5.4

5. During the first six months of 2013, the Company recorded non-cash charges of $224.3 million related to goodwill and other long-lived assets.

At March 31, 2013, the Company performed an interim impairment test of its Hospice reporting unit due to lower than expected average daily census and higher than expected discharge rates during the quarter. Based on the results of the interim impairment test, the Company's Hospice reporting unit had an estimated fair value of approximately $555 million. As such the Company recorded a non-cash impairment charge relating to goodwill of approximately $220.8 million. As part of that analysis, the Company reviewed the valuation of its owned real estate utilized in the Hospice business. The analysis indicated that two of the Company's hospice inpatient units had estimated fair values lower than their carrying values and, as such, the Company recorded a non-cash impairment charge of approximately $1.9 million.

In addition, the Company conducted an evaluation of the various systems used to support its field operations. In connection with that review, the Company made a strategic decision to replace its business intelligence software platform and, as such, recorded a non-cash impairment charge, related to developed software, of approximately $1.6 million.

6. During the second quarter of 2012, the Company completed the sale of eight home health branches and four hospice branches in Louisiana, pursuant to an asset purchase agreement, for total consideration of approximately $6.4 million.

Effective May 31, 2012, the Company completed the sale of its Gentiva consulting business to MP Healthcare Partners, LLC pursuant to an asset purchase agreement, for cash consideration of approximately $0.3 million. In connection with the sales, the Company recorded a gain on sale of businesses of approximately $5.4 million for the second quarter and first six months of 2012.

7. Interest expense and other, net for the first six months of 2012 included charges of approximately $0.5 million relating to the write-off of deferred debt issuance costs associated with Amendment No. 3 to the Company's credit agreement.

8. The Company’s effective tax rate was a tax provision of 42.4% and a tax benefit of 0.3% for the second quarter and first six months of 2013, respectively, as compared to a tax provision of 40.5% and 38.8% for the second quarter and first six months of 2012, respectively.

During the first six months of 2013, the Company recorded non-cash impairment charges of $224.3 million related to goodwill and other long-lived assets (see note 5). Excluding the impact of the impairment charges, the Company's effective tax rate would have been 40.6% for the first six months of 2013.

During the first six months of 2012, the Company recorded a favorable tax reserve adjustment upon resolution of an uncertain tax position associated with the deductibility of a portion of the Company's settlement payment to the Office of the Inspector General. Excluding the impact of the favorable tax reserve adjustment, the Company's effective tax rate would have been 40.8% for the first six months of 2012.

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Forward-Looking Statements

Certain statements contained in this news release, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects," "assumes," "trends" 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. These factors include, among others, the following: economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; the impact on our Company of healthcare reform legislation and its implementation through governmental regulations; legislative proposals for healthcare reform; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into the Company’s operations and business practices by governmental authorities; compliance with any corporate integrity agreement affecting the Company's operations; effects of competition in the markets in which the Company operates; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; ability to access capital markets; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payer sources; ability of customers to pay for services; business disruption due to natural disasters, pandemic outbreaks, terrorist acts or cyber-attacks; availability, effectiveness, stability and security of the Company's information technology systems; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to maintain compliance with its financial covenants under the Company’s credit agreement; effect on liquidity of the Company's debt service requirements; and changes in estimates and judgments associated with critical accounting policies and estimates. For a detailed discussion of certain 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, including the "Risk Factors" section contained in the Company's annual report on Form 10-K for the year ended December 31, 2012.

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