December 12, 2013
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0405
| Attn: | John Reynolds, Assistant Director |
| David Link |
Ronald E. Alper
| Re: | Gentiva Health Services, Inc. |
Registration Statement on Form S-3
Filed November 7, 2013
File No. 333-192154
Gentiva Health Services, Inc.
Registration Statement on Form S-3
Filed November 15, 2013
File No. 333-192356
Dear Mr. Reynolds:
Gentiva Health Services, Inc. (“Gentiva” or the “Company”) hereby responds to the comment letters, dated December 2, 2013 (the “Comment Letters”), from the U.S. Securities and Exchange Commission (the “Commission”) in connection with the above referenced registration statements (the “Registration Statements”). For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in the Comment Letters, followed by our response.
Registration Statement on Form S-3
General
| Comment 1. | Please provide an analysis of the significance tests you performed in determining that the financial statements of Harden Healthcare Holdings, Inc. under Item 3-05 of Regulation S-X were not required to be included as exhibits to the registration statement. |
Response:
The Company measured the significance of its acquisition of Harden Healthcare Holdings, Inc. (“Harden”) pursuant to the three tests required under Item 3-05 of Regulation S-X: the asset test, the investment test and the income test. Of the three tests, the investment test and the asset test resulted in the highest significance levels: 28% of the total assets of the Company (please see financial analysis below).
United States Securities and Exchange Commission
December 12, 2013
Page 2
Pursuant to Rule 3-05(b)(4) of Regulation S-X, the financial statements required by Item 3-05 in respect of Harden may be omitted from the Registration Statements because Harden’s significance did not exceed any of the conditions of significance in the definition of significant subsidiary in Item 1-02 of Regulation S-X at the 50 percent level, and fewer than 75 days have elapsed since the Company consummated its acquisition of Harden.
The Company consummated its acquisition of Harden on October 18, 2013. Therefore, the required financial statements will be filed on or prior to January 1, 2014.
Analysis of the Significance Tests
| Investment Test | ||||
Investment in Harden | $ | 420,000,000 | ||
Gentiva Total Assets 12-31-12 | $ | 1,510,934,000 | ||
Percentage of Total Assets | 28 | % | ||
| Asset Test | ||||
Harden Total Assets 12-31-12 | $ | 421,721,000 | ||
Percentage acquired by Gentiva | 100 | % | ||
Harden Assets Acquired | $ | 421,721,000 | ||
Gentiva Total Assets 12-31-12 | $ | 1,510,934,000 | ||
Percentage of Total Assets | 28 | % | ||
| Income Test | ||||
Harden EBIT 12-31-12 | $ | 5,431,000 | ||
Percentage acquired by Gentiva | 100 | % | ||
Harden EBIT Acquired | $ | 5,431,000 | ||
Gentiva EBIT 12-31-12 | $ | 26,796,000 | ||
Percentage of Income | 20 | % | ||
United States Securities and Exchange Commission
December 12, 2013
Page 3
If you have any further comments or require any further information or if any questions should arise in connection with this submission, please call me at (770) 951-6387.
| Very truly yours, |
| /s/ John N. Camperlengo |
John N. Camperlengo, Senior Vice President, General Counsel and Secretary of Gentiva Health Services, Inc. |
| cc: | Drew M. Altman |
David K. Brown
Derek B. Swanson