July 29, 2010

Gentiva(R) Health Services Reports Second Quarter 2010 Results

ATLANTA, July 29, 2010 /PRNewswire via COMTEX News Network/ -- Gentiva Health Services, Inc. (Nasdaq: GTIV), a leading provider of home health and hospice services, today reported second quarter 2010 results.

Highlights for the three and six months ended July 4, 2010 as presented in this press release reflect results from continuing operations. Discontinued operations represent results of Gentiva's respiratory therapy and home medical equipment and infusion therapy businesses which were sold on February 1, 2010.

Second quarter 2010 highlights include:

  • Total net revenues of $297.1 million, an increase of 4% compared to $284.8 million for the quarter ended June 29, 2009. Net revenues included home health episodic revenues of $228.7 million, up 7% compared to $213.3 million in the comparable 2009 period, and hospice revenues of $20.9 million, up approximately 14% from $18.3 million in the 2009 second quarter.
  • Income from continuing operations of $20.2 million, or $0.66 per diluted share which included net restructuring, legal settlement and merger and acquisition costs of $2.5 million or $0.08 per diluted share. Income from continuing operations in the second quarter of 2009 was $17.4 million or $0.59 per diluted share and included restructuring and merger and acquisition costs of $0.6 million or $0.02 per diluted share.
  • Adjusted income from continuing operations of $22.7 million, up 27% compared with the prior year period. On a diluted per share basis, adjusted income from continuing operations was $0.74 in the 2010 second quarter compared with $0.61 in the corresponding period of 2009. Adjusted income from continuing operations excluded the net charges described above as well as the impact of any losses on sales of assets.
  • Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) attributable to continuing operations increased 23% to $43.2 million in the second quarter of 2010 as compared to $35.0 million in the second quarter of 2009. Adjusted EBITDA as a percentage of net revenues improved to 14.5% in the second quarter of 2010 versus 12.3% in the prior-year period. Adjusted EBITDA excluded net charges relating to restructuring, legal settlements and merger and acquisition activities.

"Gentiva had a good second quarter that featured continued strong growth in Hospice, improved operating margins and solid execution as we managed through somewhat softer Home Health episodic volumes," said Gentiva CEO Tony Strange. "The performance gives us confidence in our earnings projections for the year, and, along with our growing cash position and strong balance sheet, puts us in excellent position to build the business as we prepare to close the Odyssey transaction during the third quarter."

Highlights for the six months ended July 4, 2010 include:

  • Total net revenues of $594.2 million, an increase of approximately 6% compared to $561.2 million for the prior year period. Net revenues included home health episodic revenues of $457.2 million, up 10% compared to $415.5 million in the comparable 2009 period, and hospice revenues of $40.5 million, up approximately 13% from $35.9 million in the prior year period.
  • Income from continuing operations of $30.5 million, or $1.00 per diluted share, which included net charges of $13.7 million or $0.29 per diluted share relating to the impact of settlements of two open legal matters and charges associated with restructuring and merger and acquisition activities of $4.3 million or $0.08 per diluted share. Income from continuing operations in the comparable 2009 period was $35.5 million or $1.20 per diluted share and included (i) a non-recurring pre-tax net gain of $5.7 million or $0.19 per diluted share resulting from the sale of certain branch offices that specialized primarily in pediatric home health care services and (ii) restructuring and merger and acquisition costs of $1.5 million or $0.03 per diluted share.
  • Adjusted income from continuing operations of $42.0 million, up 36% compared with the prior year period. On a diluted per share basis, adjusted income from continuing operations was $1.37 compared with $1.04 in the corresponding period of 2009.
  • Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) attributable to continuing operations increased approximately 28% to $80.4 million as compared to $63.0 million in the 2009 period. Adjusted EBITDA excludes the aforementioned charges.

Results of discontinued operations in the second quarter of 2010 included a net loss of $1.3 million or $0.04 per diluted share as compared to a net loss of $0.3 million or $0.01 per diluted share in the second quarter of 2009. For the first six months of 2010, discontinued operations reflected a net loss of $2.3 million or $0.08 per diluted share compared to a net loss of $0.4 million or $0.01 per diluted share in the corresponding period of 2009.

For the second quarter of 2010, the Company reported net income of $18.9 million or $0.62 per diluted share compared to $17.1 million or $0.59 per diluted share in the second quarter of 2009. For the first six months of 2010, net income was $28.2 million or $0.92 per diluted share versus net income of $35.1 million or $1.19 per diluted share for the first six months of 2009. These results included charges for restructuring, legal settlements and merger and acquisition activities and gains or losses on sales of assets as discussed above as well as the results from discontinued operations.

At July 4, 2010, the Company reported cash and cash equivalents of $191.1 million and outstanding debt under its credit agreement of $232.0 million.

Full-Year 2010 Outlook

As reported on July 20, 2010, Gentiva's outlook for 2010 reflects revenue between $1.20 billion to $1.23 billion and adjusted income from continuing operations of $2.67 to $2.75 on a diluted per share basis. The outlook for adjusted income from continuing operations excludes the costs of restructuring, legal settlements and merger and acquisition activities, the results of discontinued operations and the impact of pending and future acquisitions.

Gentiva expects to further revise its full year 2010 outlook after the consummation of the Odyssey HealthCare, Inc. acquisition, which was announced on May 24, 2010 and is expected to close during the 2010 third quarter.

Non-GAAP Financial Measures

The information provided in this press release 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 second quarter 2010 results during its conference call and live webcast to be held Thursday, July 29, 2010 at 10:00 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 # 86731520. 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 July 30 and will remain available continuously through August 6. To listen to a replay of the call from the United States, Canada or international locations, dial (800) 642-1687 or (706) 645-9291 and enter the following PIN at the prompt: 86731520. 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 is expected to be available on the site within 48 hours after the call.

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is a leading provider of home health and hospice services, 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. For more information, visit Gentiva's web site, http://www.gentiva.com, and its investor relations section at http://investors.gentiva.com. GTIV-E

(unaudited tables and notes follow)


    Financial and Investor Contact:
               Eric Slusser
               770-951-6101
               eric.slusser@gentiva.com
    or         Brandon Ballew
               770-221-6700
               brandon.ballew@gentiva.com

    Media Contact:
               Scott Cianciulli
               Brainerd Communicators
               212-986-6667
               cianciulli@braincomm.com


                  Gentiva Health Services, Inc. and Subsidiaries
     Condensed Consolidated Financial Statements and Supplemental Information
                                    (Unaudited)


        (in 000's, except per share data)                  2nd Quarter
                                                           -----------
                                                          2010          2009
                                                          ----          ----
    Statements of Income
    --------------------
        Net revenues                                  $297,099      $284,838
        Cost of services sold                          135,249       134,144
                                                       -------       -------
        Gross profit                                   161,850       150,694
        Selling, general and administrative
         expenses                                     (125,535)     (120,529)
        Gain (loss) on sale of assets, net                   -           (85)
        Interest income                                    650           817
        Interest expense and other                      (1,766)       (2,688)
                                                        ------        ------
        Income from continuing operations before
         income taxes and equity in net earnings
         from affiliate                                 35,199        28,209
        Income tax expense                             (15,415)      (11,104)
        Equity in net earnings of affiliate                439           263
                                                           ---           ---
        Income from continuing operations               20,223        17,368
        Discontinued operations, net of tax             (1,304)         (273)
                                                        ------          ----
        Net income                                     $18,919       $17,095
                                                       =======       =======

      Earnings per Share
      ------------------
        Basic earnings per share:

           Income from continuing operations             $0.68         $0.60

           Discontinued operations, net of tax           (0.04)        (0.01)
                                                         -----         -----
           Net income                                    $0.64         $0.59
                                                         =====         =====

           Weighted average shares outstanding          29,770        28,959
                                                        ======        ======

        Diluted earnings per share:

           Income from continuing operations             $0.66         $0.59
           Discontinued operations, net of tax           (0.04)        (0.01)
                                                         -----         -----
           Net income                                    $0.62         $0.58
                                                         =====         =====

           Weighted average shares outstanding          30,618        29,396
                                                        ======        ======


    Condensed Balance Sheets
    ------------------------
      ASSETS                                      July 4, 2010  Jan 3, 2010
      ------                                      ------------  -----------
        Cash and cash equivalents                     $191,066      $152,410

        Accounts receivable, net (A)                   168,541       182,192
        Deferred tax assets                             14,300        17,205
        Prepaid expenses and other current assets       25,358        13,904
        Current assets held for sale                         -         2,549
                                                           ---         -----
             Total current assets                      399,265       368,260

        Note receivable from affiliate                  25,000        25,000
        Investment in affiliate                         25,100        24,336
        Fixed assets, net                               65,258        65,913
        Intangible assets, net                         253,085       251,793
        Goodwill                                       304,080       299,534
        Non-current assets held for sale                     -         8,689
        Other assets                                    26,943        24,410
                                                        ------        ------
            Total assets                            $1,098,731    $1,067,935
                                                    ==========    ==========

      LIABILITIES AND SHAREHOLDERS' EQUITY
      ------------------------------------
        Accounts payable                                $5,967        $8,982
        Payroll and related taxes                       24,701        23,463
        Deferred revenue                                40,149        36,359
        Medicare liabilities                            16,145         7,525
        Obligations under insurance programs            44,037        41,636
        Other accrued expenses                          35,465        47,045
        Current portion of long-term debt                    -         5,000
                                                           ---         -----
             Total current liabilities                 166,464       170,010

        Long-term debt                                 232,000       232,000
        Deferred tax liabilities, net                   71,895        73,259
        Other liabilities                               23,602        21,503
        Shareholders' equity                           604,770       571,163
                                                       -------       -------
             Total liabilities and shareholders'
              equity                                $1,098,731    $1,067,935
                                                    ==========    ==========

        Common shares outstanding                       29,754        29,480
                                                        ======        ======



        (in 000's, except per share data)                 Six Months
                                                          ----------
                                                             2010      2009
                                                             ----      ----
    Statements of Income
    --------------------
        Net revenues                                     $594,230  $561,202
        Cost of services sold                             275,839   268,025
                                                          -------   -------
        Gross profit                                      318,391   293,177
        Selling, general and administrative expenses     (264,771) (240,033)
        Gain (loss) on sale of assets, net                    103     5,747
        Interest income                                     1,314     1,618
        Interest expense and other                         (3,514)   (5,880)
        Income from continuing operations before income
         taxes and equity in net earnings from affiliate   51,523    54,629
        Income tax expense                                (21,757)  (19,634)
        Equity in net earnings of affiliate                   763       541
        Income from continuing operations                  30,529    35,536
        Discontinued operations, net of tax                (2,285)     (419)
                                                           ------      ----
        Net income                                        $28,244   $35,117
                                                          =======   =======

      Earnings per Share
      ------------------
        Basic earnings per share:

           Income from continuing operations                $1.03     $1.22

           Discontinued operations, net of tax              (0.08)    (0.01)

           Net income                                       $0.95     $1.21
                                                            =====     =====

           Weighted average shares outstanding             29,715    28,952
                                                           ======    ======

        Diluted earnings per share:

           Income from continuing operations                $1.00     $1.20
           Discontinued operations, net of tax              (0.08)    (0.01)
           Net income                                       $0.92     $1.19
                                                            =====     =====

           Weighted average shares outstanding             30,568    29,606
                                                           ======    ======


    Condensed Balance Sheets
    ------------------------
      ASSETS
      ------
        Cash and cash equivalents

        Accounts receivable, net (A)
        Deferred tax assets
        Prepaid expenses and other current assets
        Current assets held for sale
             Total current assets

        Note receivable from affiliate
        Investment in affiliate
        Fixed assets, net
        Intangible assets, net
        Goodwill
        Non-current assets held for sale
        Other assets
            Total assets

      LIABILITIES AND SHAREHOLDERS' EQUITY
      ------------------------------------
        Accounts payable
        Payroll and related taxes
        Deferred revenue
        Medicare liabilities
        Obligations under insurance programs
        Other accrued expenses
        Current portion of long-term debt

             Total current liabilities

        Long-term debt
        Deferred tax liabilities, net
        Other liabilities
        Shareholders' equity
             Total liabilities and shareholders' equity

        Common shares outstanding



    (A) Accounts receivable, net included an allowance for doubtful
    accounts of $10.4 million and $9.3 million at July 4, 2010 and
    January 3, 2010, respectively.  Accounts receivable, net included
    $2.0 million at July 4, 2010 and $10.2 million at January 3, 2010
    relating to discontinued operations; such receivables were retained
    by the Company following the disposition of the respiratory therapy
    and home medical equipment and infusion therapy businesses in
    February 2010.


        (in 000's)
                                                       Six Months
                                                       ----------
    Condensed Statements of Cash Flows                2010          2009
    ----------------------------------                ----          ----
      OPERATING ACTIVITIES:
      Net income                                   $28,244       $35,117
      Adjustments to reconcile net income to net
       cash
      provided by operating activities:
        Depreciation and amortization                8,807        11,145
        Amortization of debt issuance costs            614           681
        Provision for doubtful accounts              4,903         4,045
        Equity-based compensation expense            3,191         3,466
        Windfall tax benefits associated with
         equity-based compensation                    (711)         (585)
        Realized loss on auction rate securities         -         1,000
        Gain on sale of assets, net                   (169)       (5,747)
        Equity in net earnings of affiliate           (763)         (541)
        Deferred income tax expense                  1,542         1,458
      Changes in assets and liabilities, net of
       effects from acquisitions and
       dispositions:
        Accounts receivable                          8,748        (1,082)
        Prepaid expenses and other current assets   (9,158)       (1,602)
        Current liabilities                          2,193         1,836
      Other, net                                       538           271
                                                       ---           ---
      Net cash provided by operating activities     47,979        49,462
                                                    ------        ------

      INVESTING ACTIVITIES:
      Purchase of fixed assets                      (5,613)      (12,403)
      Proceeds from sale of assets and businesses    8,796         5,619
      Acquisition of businesses                     (8,500)       (2,200)
      Sale of short-term investments available-
       for-sale                                          -         2,550
      Net cash used in investing activities         (5,317)       (6,434)
                                                    ------        ------

      FINANCING ACTIVITIES:
      Proceeds from issuance of common stock         5,612         5,910
      Windfall tax benefits associated with
       equity-based compensation                       711           585
      Debt repayments                               (5,000)      (14,000)
      Repurchases of common stock                   (4,985)       (4,813)
      Repayment of capital lease obligations          (344)         (441)
                                                      ----          ----
      Net cash used in financing activities         (4,006)      (12,759)
                                                    ------       -------

      Net change in cash and cash equivalents       38,656        30,269
      Cash and cash equivalents at beginning of
       period                                      152,410        69,201
      Cash and cash equivalents at end of period  $191,066       $99,470
                                                  ========       =======

      SUPPLEMENTAL DISCLOSURES OF CASH FLOW
       INFORMATION:

      Interest paid                                 $3,219        $5,172
      Income taxes paid                            $25,054       $15,831




        (in 000's)

     Supplemental Information                         2nd Quarter
    ------------------------                          -----------
                                                     2010          2009
                                                     ----          ----
    Segment Information (1)
      Net revenues
        Home Health                              $276,231      $266,587
        Hospice                                    20,868        18,251
                                                   ------        ------
      Total net revenues                         $297,099      $284,838
                                                 ========      ========

      Operating contribution (4)
        Home Health                               $60,924       $51,608
        Hospice                                     4,084         2,723
                                                    -----         -----
      Total operating contribution                 65,008        54,331
      Corporate administrative expenses           (24,264)      (19,943)
      Gain (loss) on sale of assets, net                -           (85)
      Depreciation and amortization                (4,429)       (4,223)
      Interest expense and other, net (5)          (1,116)       (1,871)
      Income from continuing operations before
       income taxes and equity in net earnings
       from affiliate                             $35,199       $28,209
                                                  =======       =======



                                                    2nd Quarter
                                                    -----------
                                                     2010          2009
                                                     ----          ----
      Net Revenues by Major Payer Source:
        Medicare

          Home Health                            $207,376      $194,140

          Hospice                                  19,396        16,714
                                                   ------        ------
          Total Medicare                          226,772       210,854

        Medicaid and local government              18,648        23,328

        Commercial insurance and other:

           Paid at episodic rates                  21,303        19,164

           Other                                   30,376        31,492

           Total commercial insurance and other    51,679        50,656
                                                   ------        ------
             Total net revenues                  $297,099      $284,838
                                                 ========      ========




    A reconciliation of Adjusted EBITDA to
     Net income follows:                            2nd Quarter
                                                    -----------
                                                     2010          2009
                                                     ----          ----
        Adjusted EBITDA (2)                       $43,220       $34,997
        Gain (loss) on sale of assets, net              -           (85)
        Restructuring, legal settlement and
         merger and acquisition costs (4)          (2,476)         (609)
        EBITDA                                     40,744        34,303
        Depreciation and amortization              (4,429)       (4,223)
        Interest expense and other, net (5)        (1,116)       (1,871)
                                                   ------        ------
        Income from continuing operations before
         income taxes and equity in net earnings
         from affiliate                            35,199        28,209
        Income tax expense (6)                    (15,415)      (11,104)
        Equity in net earnings of affiliate           439           263
                                                      ---           ---
        Income from continuing operations          20,223        17,368
        Discontinued operations, net of tax (3)    (1,304)         (273)
                                                   ------          ----
        Net income                                $18,919       $17,095
                                                  =======       =======




    A reconciliation of Adjusted income from
     continuing operations to Income from
     continuing operations follows:
                                                    2nd Quarter
                                                    -----------
                                                     2010          2009
                                                     ----          ----
        Adjusted income from continuing
         operations                               $22,666       $17,822
        Gain (loss) on sale of assets, net              -           (85)
        Restructuring, legal settlement and
         merger and acquisition costs              (2,476)         (609)
        Tax impact of items excluded from income
         from continuing operations                    33           240
        Income from continuing operations         $20,223       $17,368
                                                  =======       =======




        (in 000's)

     Supplemental Information                         Six Months
    ------------------------                          ----------
                                                     2010          2009
                                                     ----          ----
    Segment Information (1)
      Net revenues
        Home Health                              $553,704      $525,341
        Hospice                                    40,526        35,861
                                                   ------        ------
      Total net revenues                         $594,230      $561,202
                                                 ========      ========

      Operating contribution (4)
        Home Health                              $105,616       $97,321
        Hospice                                     7,622         4,704
                                                    -----         -----
      Total operating contribution                113,238       102,025
      Corporate administrative expenses           (50,811)      (40,578)
      Gain (loss) on sale of assets, net              103         5,747
      Depreciation and amortization                (8,807)       (8,303)
      Interest expense and other, net (5)          (2,200)       (4,262)
      Income from continuing operations before
       income taxes and equity in net earnings
       from affiliate                             $51,523       $54,629
                                                  =======       =======



                                                    Six Months
                                                    ----------
                                                     2010          2009
                                                     ----          ----
      Net Revenues by Major Payer Source:
        Medicare

          Home Health                            $415,052      $380,210

          Hospice                                  37,593        33,016
                                                   ------        ------
          Total Medicare                          452,645       413,226

        Medicaid and local government              37,949        49,832

        Commercial insurance and other:

           Paid at episodic rates                  42,176        35,294

           Other                                   61,460        62,850

           Total commercial insurance and other   103,636        98,144
                                                  -------        ------
             Total net revenues                  $594,230      $561,202
                                                 ========      ========




    A reconciliation of Adjusted EBITDA to
     Net income follows:                            Six Months
                                                    ----------
                                                     2010          2009
                                                     ----          ----
        Adjusted EBITDA (2)                       $80,394       $62,951
        Gain (loss) on sale of assets, net            103         5,747
        Restructuring, legal settlement and
         merger and acquisition costs (4)         (17,967)       (1,504)
        EBITDA                                     62,530        67,194
        Depreciation and amortization              (8,807)       (8,303)
        Interest expense and other, net (5)        (2,200)       (4,262)
                                                   ------        ------
        Income from continuing operations before
         income taxes and equity in net earnings
         from affiliate                            51,523        54,629
        Income tax expense (6)                    (21,757)      (19,634)
        Equity in net earnings of affiliate           763           541
                                                      ---           ---
        Income from continuing operations          30,529        35,536
        Discontinued operations, net of tax (3)    (2,285)         (419)
                                                   ------          ----
        Net income                                $28,244       $35,117
                                                  =======       =======




    A reconciliation of Adjusted income from
     continuing operations to Income from
     continuing operations follows:
                                                    Six Months
                                                    ----------
                                                     2010          2009
                                                     ----          ----
        Adjusted income from continuing
         operations                               $41,968       $30,752
        Gain (loss) on sale of assets, net            103         5,747
        Restructuring, legal settlement and
         merger and acquisition costs             (17,967)       (1,504)
        Tax impact of items excluded from income
         from continuing operations                 6,425           541
        Income from continuing operations         $30,529       $35,536
                                                  =======       =======




    Notes:


    1)  The Company's senior management evaluates performance and allocates
        resources based on operating contributions of the operating
        segments, which exclude corporate administrative expenses,
        depreciation, amortization, and interest expense (net), but include
        revenues and all other costs directly attributable to the specific
        segment.
    2)  Adjusted EBITDA, a non-GAAP financial measure, is defined as income
        before interest expense (net of interest income), income taxes,
        depreciation and amortization and excluding charges relating
        primarily to restructuring, legal settlements and merger and
        acquisition activities and gain (loss) on sales of assets, net.
        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 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 EBITDA
        presented in the Supplemental Information relates to the Company's
        continuing operations.
      Adjusted income from continuing operations is defined as income from
      continuing operations, excluding charges relating to restructuring,
      legal settlements and merger and acquisition activities and gain
      (loss) on sales of assets, net of taxes.
    3)  On February 1, 2010, the Company consummated the sale of its
        respiratory therapy and home medical equipment ("HME") and infusion
        therapy ("IV") businesses pursuant to an asset purchase agreement.
        Total consideration relating to the sale was approximately $16.4
        million, consisting of (i) approximately $8.5 million of cash
        proceeds paid to the Company on the closing date, (ii) approximately
        $2.5 million of payments by the buyer associated with operating and
        capital lease obligations of the HME and IV businesses and (iii)
        approximately $5.4 million of cash in two escrow funds which will be
        released to the Company following the one year anniversary date of
        closing based on the achievement of certain post-closing cash
        collection targets and the resolution of certain post-closing
        liabilities. In connection with the transaction, the Company
        retained net accounts receivable of approximately $10 million and
        liabilities of approximately $3 million associated with the HME and
        IV businesses.
      The financial results of these two operating segments are reported as
      discontinued operations in the accompanying condensed consolidated
      financial statements.  HME and IV net revenues, operating results
      and the gain on sale of business for the periods presented were as
      follows (dollars in thousands):

 
                                        2nd Quarter         Six Months
                                        -----------         ----------
                                        2010         2009     2010     2009
                                        ----         ----     ----     ----
     Net revenues                         $-      $13,265   $3,956  $25,818
                                         ===      =======   ======  =======

     Loss before income taxes        $(2,171)       $(423) $(5,498)   $(649)
     Gain on sale of business              -            -       66        -
     Income tax benefit                  867          150    3,147      230
                                         ---          ---    -----      ---
     Discontinued operations, net of
      tax                            $(1,304)       $(273) $(2,285)   $(419)
                                     =======        =====  =======    =====


 

      The condensed balance sheet as of January
       3, 2010 reflects the classification of
       certain assets of these businesses as
       held for sale and presents the debt
       repayment required for lenders approval
       of the transaction as a current
       liability.
      Capital expenditures related to
       discontinued operations amounted to $0.3
       million for the first six months of 2010
       and $1.4 million and $2.7 million for
       the second quarter and first six months
       of 2009, respectively. Depreciation and
       amortization expense relating to
       discontinued operations amounted to $1.4
       million and $2.8  million for the second
       quarter and first six months of 2009,
       respectively. There was no depreciation
       and amortization expense for the 2010
       periods as the assets were treated as
       held for sale as of January 3, 2010.


    4)  Operating contribution and EBITDA for the second quarter and first
        six months of 2010, included charges relating to restructuring,
        legal settlements and merger and acquisition activities of $2.5
        million and $18.0 million, respectively, and $0.6 million and $1.5
        million, respectively, for the corresponding periods in 2009.
      For the second quarter of 2010, the Company recorded (i) a net
      reduction in charges related to legal settlements of $1.4 million
      which included a reduction of $1.8 million associated with the
      reclassification of the tax impact of the settlement charges
      recorded in the first quarter of 2010 and incremental legal fees of
      approximately $0.4 million, both relating to the settlement of the
      three-year old commercial contractual dispute involving the
      Company's former subsidiary, CareCentrix, (ii) restructuring costs
      of $1.9 million and (iii) merger and acquisition costs of $2.0
      million, primarily relating to the pending acquisition of Odyssey
      HealthCare, Inc.
      The charges for the six months of 2010 included (i) settlement costs
      and legal fees of $4.2 million related to a three-year old
      commercial contractual dispute involving the Company's former
      subsidiary, CareCentrix, (ii) incremental charges of $9.5 million in
      connection with an agreement in principle, subject to final
      approvals, between the Company and the Department of Health and
      Human Services, Office of the Inspector General to resolve the
      matters which were subject to a 2003 OIG subpoena relating to the
      Company's cost reports for the 1998 to 2000 periods, (iii)
      restructuring costs of $2.3 million and (iv) merger and acquisition
      costs of $2.0 million.
      These charges were reflected as follows for segment reporting
      purposes (dollars in millions):

 
                                        2nd Quarter          Six Months
                                        -----------          ----------
                                       2010         2009  2010          2009
                                       ----         ----  ----          ----
     Home Health                         $-         $0.4  $9.5          $0.5
     Hospice                            0.1            -   0.1             -
     Corporate administrative expenses  2.4          0.2   8.4           1.0
                                        ---          ---   ---           ---
     Total                             $2.5         $0.6 $18.0          $1.5
                                       ====         ==== =====          ====


 
    5)  Interest expense and other, net for the second quarter and first six
        months of 2009 included realized losses on auction rate securities
        of approximately $0.6 million and $1.0 million, respectively.
    6)  The Company's effective tax rate relating to its continuing
        operations was 42.9% and 41.6% for the second quarter and first six
        months of 2010, respectively as compared to 39.4% and 35.9% for the
        second quarter and first six months of 2009.

      During the second quarter of 2010, the
       Company reclassified the tax benefit
       associated with the CareCentrix legal
       settlement from income taxes to net
       legal settlement costs since the benefit
       is expected to be realized by and
       reimbursed to Gentiva from CareCentrix.
       Excluding the impact of the
       reclassification, the Company's
       effective tax rate relating to its
       continuing operations would have been
       39.9% and 39.5% for the second quarter
       and first six months of 2010,
       respectively.
      During the first six months of 2009, the
       Company recorded a pre-tax gain, net of
       transaction costs, of $5.7 million
       relating to the sale of several branch
       offices that specialized in pediatric
       home health care services.  There was no
       income tax expense relating to the gain
       on sale of assets in 2009 due to the
       utilization of a capital loss
       carryforward.  Excluding the impact of
       the non-recurring gain, the Company's
       effective tax rate relating to its
       continuing operations would have been
       41.1% for the first six months of 2009.


Forward-Looking Statement

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, including the ability to access capital markets; demographic changes; changes in, or failure to comply with, existing governmental regulations; the impact on our Company of recently passed healthcare reform legislation and its subsequent implementation through governmental regulations; 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; the Company's ability to consummate the Odyssey acquisition and effectively integrate Odyssey'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; 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, or terrorist acts; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; 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 (SEC), including the "Risk Factors" section contained in the Company's annual report on Form 10-K for the year ended January 3, 2010.

SOURCE Gentiva Health Services, Inc.

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