SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 10, 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 5. Other Events and Required FD Disclosure.
There is a typographical error appearing on page 4 of Gentiva Health
Services, Inc.'s ("Gentiva" or the "Company") Annual Report on Form 10-K for the
fiscal year ended December 29, 2002, filed with the Commission on March 25,
2003. Under "Item 1. Business", the first sentence under the heading "Number of
Persons Employed", should read: "At December 29, 2002, the Company had
approximately 3,250 full-time employees, including approximately 500 salaried
caregivers." The information in this Item 5 shall be deemed "filed" with the
Commission and incorporated by reference in Gentiva's filings under the
Securities Act of 1933 and the Securities Exchange Act of 1934.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
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99.1 Presentation of Adjusted EBITDA Contained in Gentiva Health
Services, Inc.'s 2002 Annual Report to Shareholders
Item 9. Regulation FD Disclosure (also provides information required
under Item 12 "Results of Operations and Financial Condition").
On or about April 10, 2003, Gentiva mailed its annual report to
shareholders of record as of March 21, 2003. On the inside front cover page of
the annual report, Gentiva included a presentation of Adjusted EBITDA, which is
considered a non-generally accepted accounting principles ("GAAP") financial
measure under the rules and regulations of the U.S. Securities and Exchange
Commission, as well as information on Gentiva's Loss from Continuing Operations,
which management believes is the most directly comparable financial measure
calculated and presented in accordance with GAAP, and a reconciliation of
Adjusted EBITDA to Loss from Continuing Operations. A copy of this presentation
is attached as Exhibit 99.1 hereto, and is being furnished, not filed, under
Item 9 to this report on Form 8-K.
Adjusted EBITDA represents income (loss) before interest, taxes,
depreciation and amortization and excludes restructuring and other special
charges. Although Adjusted EBITDA is not a GAAP financial measure, management
believes that Adjusted EBITDA is a useful adjunct to net income and other
measurements under GAAP because it is a meaningful measure of a company's
performance and ability to meet its future debt service requirements, fund
capital expenditures and meet working capital requirements. Adjusted EBITDA is a
management tool used by Gentiva to monitor its financial performance, and is
also used as part of the calculation of Gentiva's performance under its senior
bank facility covenants. Interest, taxes, depreciation and amortization can vary
significantly between companies due in part to differences in accounting
policies, tax strategies, levels of indebtedness, and interest rates.
Restructuring and
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other special charges represent costs associated with unusual or infrequent
events or transactions. Management believes that excluding these items provides
insight into the underlying results of operations and facilitates comparison
between Gentiva and other companies. For these reasons, management believes that
Adjusted EBITDA information is useful to investors.
The Company's calculation of Adjusted EBITDA may or may not be
consistent with the calculation of this measure by other companies in the same
industry. Investors should not view Adjusted EBITDA as an alternative to the
GAAP measures of net income as a measure of performance, or cash flows from
operating, investing and financing activities as a measure of liquidity. In
addition, Adjusted EBITDA does not take into account changes in certain assets
and liabilities as well as interest and income taxes that can affect cash flows.
Management does not intend the presentation of Adjusted EBITDA to be considered
in isolation or as a substitute for results prepared in accordance with GAAP.
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
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John R. Potapchuk
Senior Vice President and
Chief Financial Officer
Date: April 10, 2003
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