UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
Amendment No. 1
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File No. 1-15669
 
Gentiva Health Services, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
36-4335801
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339-3314
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 951-6450
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x     No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer
 
¨
  
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
¨
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The number of shares outstanding of the registrant’s Common Stock, as of May 7, 2014, was 36,841,371.
 

1

EXPLANATORY NOTE

Gentiva Health Services, Inc. (the "Company") is filing this Amendment No. 1 (this "Form 10-Q/A") to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, which was originally filed on May 12, 2014 (the "Original Form 10-Q"), to restate the Company's unaudited condensed consolidated financial statements at, and for the three months ended, March 31, 2014 and at December 31, 2013, which were included in the Original Form 10-Q, and to amend related disclosure, including the Company's discussion of its controls and procedures.
On November 4, 2014, the Audit Committee of the Board of Directors of the Company concluded, in consultation with management and after discussion with the Company's independent registered public accounting firm (PricewaterhouseCoopers LLP), that, due to a correction in the Company's accounting for its licenses related to closed or consolidated locations and to correct certain assumptions used in its valuation models for testing of goodwill and indefinite-lived intangible assets, its consolidated financial statements in its Form 10-K for the year ended December 31, 2013 originally filed on March 12, 2014 (the "Original Form 10-K") and the unaudited condensed consolidated financial statements for the quarter ended March 31, 2014 in the Original Form 10-Q should no longer be relied upon.
Management concluded that effective controls were not maintained over the accounting for goodwill and indefinite-lived intangible assets. Specifically, the Company’s controls were not effectively designed and did not operate at the appropriate level of precision to ensure completeness and accuracy of assumptions used in its valuation models for goodwill and indefinite-lived intangible assets and to reassess the lives of indefinite-lived intangible assets related to closed or consolidated locations. The Company had incorrectly accounted for its indefinite-lived intangible assets related to closed or consolidated licenses on a pooled basis and did not write-off license costs when the Company closed or consolidated individual operating locations. The Company has determined it should amortize the full license cost over the period of closure or consolidation. These control deficiencies resulted in the restatement of the Company’s consolidated financial statements for the year ended December 31, 2013 and the quarter ended March 31, 2014 and the revision of the Company’s consolidated financial statements for the year ended December 31, 2011 and the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013.
Management has re-assessed the design of the controls and modified processes related to the monitoring and oversight of assumptions used in its valuation models for goodwill and indefinite-lived intangibles as well as enhanced monitoring and oversight controls in the application of applicable accounting guidance related to reassessing the lives of indefinite-lived intangible assets related to closed or consolidated locations. Management believes that these initiatives will remediate the material weakness in internal control over financial reporting described above. The Company will test the ongoing operating effectiveness of the revised controls in future periods. The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This Form 10-Q/A sets forth the Original Form 10-Q in its entirety; however, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A amends and restates only the following Items of the Original Form 10-Q and only with respect to matters affected by the restatement and the material weakness discussed above:
PART I
•Item 1. Financial Statements
•Item 4. Controls and Procedures
PART II
•Item 1A. Risk Factors
•Item 6. Exhibits
We are also filing certifications from our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2) and various exhibits related to XBRL. This Form 10-Q/A does not modify or update other disclosures presented in the Original Form 10-Q, other than to correct typographical and other immaterial corrections, including the exhibits to the Original Form 10-Q. As such, except for the items identified above, this Form 10-Q/A speaks as of May 12, 2014, the original filing date, and any forward-looking statements represent management's views as of that date and should not be assumed to be accurate as of any date thereafter. This Form 10-Q/A should be read in conjunction with the Company's other filings made with the Securities and Exchange Commission subsequent to May 12, 2014.

2

INDEX
 
 
 
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

3

PART I - FINANCIAL INFORMATION
 
Item 1.
Financial Statements
Gentiva Health Services, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
 
March 31, 2014 (Restated)
 
December 31, 2013 (Restated)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
62,884

 
$
86,957

Accounts receivable, less allowance for doubtful accounts of $11,899 and $10,680 at March 31, 2014 and December 31, 2013, respectively
291,338

 
289,905

Deferred tax assets, net
26,090

 
28,153

Prepaid expenses and other current assets
66,668

 
64,746

Total current assets
446,980

 
469,761

Notes receivable from CareCentrix
28,471

 
28,471

Fixed assets, net
47,188

 
49,375

Intangible assets, net
251,072

 
253,727

Goodwill
383,487

 
383,487

Other assets
67,482

 
68,647

Total assets
$
1,224,680

 
$
1,253,468

 
 
 
 
LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
47,263

 
$
45,325

Accounts payable
12,596

 
15,659

Payroll and related taxes
50,221

 
64,857

Deferred revenue
48,902

 
43,864

Medicare liabilities
22,132

 
23,894

Obligations under insurance programs
79,076

 
82,634

Accrued nursing home costs
20,969

 
22,219

Other accrued expenses
66,608

 
77,018

Total current liabilities
347,767

 
375,470

Long-term debt
1,118,197

 
1,124,432

Deferred tax liabilities, net
12,947

 
8,483

Other liabilities
51,843

 
53,084

Equity:


 
 
Gentiva shareholders’ deficit:
 
 
 
Common stock, $0.10 par value; authorized 100,000,000 shares; issued 38,133,762 and 37,713,302 shares at March 31, 2014 and December 31, 2013, respectively
3,814

 
3,771

Additional paid-in capital
463,678

 
462,262

Treasury stock, 1,370,544 and 1,337,882 shares at March 31, 2014 and December 31, 2013, respectively
(19,165
)
 
(18,773
)
Accumulated deficit
(758,505
)
 
(758,136
)
Total Gentiva shareholders’ deficit
(310,178
)
 
(310,876
)
Noncontrolling interests
4,104

 
2,875

Total deficit
(306,074
)
 
(308,001
)
Total liabilities and shareholders' deficit
$
1,224,680

 
$
1,253,468

See notes to consolidated financial statements.

4

Gentiva Health Services, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In thousands, except per share amounts)
(Unaudited)
 
 
For the Three Months Ended
 
March 31, 2014 (Restated)
 
March 31, 2013 (Revised)
Net revenues
$
487,505

 
$
415,591

Cost of services sold
273,068

 
221,573

Gross profit
214,437

 
194,018

Selling, general and administrative expenses
(190,125
)
 
(159,877
)
Goodwill and other long-lived asset impairment
—

 
(210,672
)
Interest income
633

 
785

Interest expense and other
(25,131
)
 
(23,078
)
Loss before income taxes
(186
)
 
(198,824
)
Income tax benefit
1

 
4,807

Net loss
(185
)
 
(194,017
)
Less: Net income attributable to noncontrolling interests
(184
)
 
(121
)
Net loss attributable to Gentiva shareholders
$
(369
)
 
$
(194,138
)
Total comprehensive loss
$
(185
)
 
$
(194,017
)
Earnings per Share
 
 
 
Net loss attributable to Gentiva shareholders:
 
 
 
Basic
$
(0.01
)
 
$
(6.31
)
Diluted
$
(0.01
)
 
$
(6.31
)
Weighted average shares outstanding:
 
 
 
Basic
36,189

 
30,785

Diluted
36,189

 
30,785














See notes to consolidated financial statements.


5

Gentiva Health Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited) 
 
For the Three Months Ended
 
March 31, 2014 (Restated)
 
March 31, 2013 (Revised)
OPERATING ACTIVITIES:
 
 
 
Net loss
$
(185
)
 
$
(194,017
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
7,552

 
4,781

Amortization of debt issuance costs
1,576

 
3,331

Provision for doubtful accounts
1,999

 
1,007

Equity-based compensation expense
2,221

 
1,813

Windfall tax benefits associated with equity-based compensation
(6
)
 
(72
)
Goodwill and other long-lived asset impairment
—

 
210,672

Deferred income tax expense (benefit)
3,879

 
(8,751
)
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
 
 
 
Accounts receivable
(3,432
)
 
(4,855
)
Prepaid expenses and other current assets
(1,922
)
 
(162
)
Accounts payable
(3,063
)
 
(193
)
Payroll and related taxes
(14,636
)
 
(10,977
)
Deferred revenue
5,038

 
2,376

Medicare liabilities
(1,762
)
 
210

Obligations under insurance programs
(3,558
)
 
(1,991
)
Accrued nursing home costs
(1,250
)
 
602

Other accrued expenses
(9,121
)
 
(25,285
)
Other, net
(1,073
)
 
951

Net cash used in operating activities
(17,743
)
 
(20,560
)
INVESTING ACTIVITIES:
 
 
 
Purchase of fixed assets
(3,158
)
 
(2,698
)
Proceeds from the sale of assets
191

 
—

Net cash used in investing activities
(2,967
)
 
(2,698
)
FINANCING ACTIVITIES:
 
 
 
Proceeds from issuance of common stock
597

 
992

Windfall tax benefits associated with equity-based compensation
6

 
72

Repayment of long-term debt
(4,581
)
 
(25,000
)
Minority interest capital contributions
1,160

 
—

Distribution to minority interests
(115
)
 
(240
)
Other
(430
)
 
(23
)
Net cash used in financing activities
(3,363
)
 
(24,199
)
Net change in cash and cash equivalents
(24,073
)
 
(47,457
)
Cash and cash equivalents at beginning of period
86,957

 
207,052

Cash and cash equivalents at end of period
$
62,884

 
$
159,595

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
Interest paid
$
33,047

 
$
28,728

Income taxes paid
$
108

 
$
194

See notes to consolidated financial statements.

6

Gentiva Health Services, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

Note 1.
Background and Basis of Presentation
Gentiva Health Services, Inc. (“Gentiva” or the “Company”) provides home health, hospice and community care services throughout most of the United States. The Company’s operations involve servicing its patients and customers through its (i) Home Health segment, (ii) Hospice segment and (iii) Community Care segment.
The accompanying interim consolidated financial statements are unaudited and have been prepared by the Company using accounting principles consistent with those described in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2013 and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments necessary for a fair statement of financial position, results of operations and cash flows for each period presented. Certain information and disclosures normally included in the consolidated statements of financial position, comprehensive income and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Results for interim periods are not necessarily indicative of results for a full year. The year-end balance sheet data was derived from audited financial statements.
The Company’s consolidated financial statements include the accounts and operations of the Company and its subsidiaries in which the Company owns more than a 50 percent interest. Noncontrolling interests, which relate to the minority ownership held by third party investors in certain of the Company’s hospice and home health programs, are reported below net income (loss) under the heading “Net income attributable to noncontrolling interests” in the Company’s consolidated statements of comprehensive income and presented as a component of equity in the Company’s consolidated balance sheets. All balances and transactions between the consolidated entities have been eliminated.
Note 2.    Restatement and Revision of Previously Reported Consolidated Financial Statements
The Company determined that historically it had incorrectly applied applicable accounting guidance in accounting for its indefinite-lived intangible assets related to closed or consolidated licenses on a pooled basis and did not write-off license costs when the Company closed or consolidated individual operating locations and to correct certain assumptions used in its valuation models for goodwill and indefinite-lived intangibles. The Company has determined it should amortize the full license cost over the period of closure or consolidation.
The Company determined the impact of this error was material to these 2014 consolidated financial statements, and accordingly, has restated its consolidated balance sheet, consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in shareholders' equity as of and for the quarter ended March 31, 2014. The Company has also revised the presentation of its consolidated statement of comprehensive loss, the consolidated statement of cash flows and consolidated statement of changes in shareholders' equity for the quarter ended March 31, 2013, as well as restated its consolidated balance sheet as of December 31, 2013. The Company determined the impact was immaterial to the consolidated financial statements for the period ended March 31, 2013.
The following schedules reconcile the amounts as previously reported in the applicable financial statement to the corresponding restated amounts:
 
 
As of March 31, 2014
Restated Consolidated Balance Sheet amounts (In thousands)
 
As Previously Reported
 
Restatement Adjustments
 
As Restated
Intangible assets, net
 
$
254,732

 
$
(3,660
)
 
$
251,072

Goodwill
 
390,081

 
(6,594
)
 
383,487

Total Assets
 
1,234,934

 
(10,254
)
 
1,224,680

Deferred tax liabilities, net
 
14,711

 
(1,764
)
 
12,947

Accumulated deficit
 
(750,015
)
 
(8,490
)
 
(758,505
)
Total Gentiva shareholders’ equity
 
(301,688
)
 
(8,490
)
 
(310,178
)
Total equity
 
(297,584
)
 
(8,490
)
 
(306,074
)
Total liabilities and equity
 
1,234,934

 
(10,254
)
 
1,224,680


7

 
 
As of December 31, 2013
Restated Consolidated Balance Sheet amounts (In thousands)
 
As Previously Reported
 
Restatement Adjustments
 
As Restated
Intangible assets, net
 
$
256,282

 
$
(2,555
)
 
$
253,727

Goodwill
 
390,081

 
(6,594
)
 
383,487

Total Assets
 
1,262,617

 
(9,149
)
 
1,253,468

Deferred tax liabilities, net
 
9,825

 
(1,342
)
 
8,483

Accumulated deficit
 
(750,329
)
 
(7,807
)
 
(758,136
)
Total Gentiva shareholders’ equity
 
(303,069
)
 
(7,807
)
 
(310,876
)
Total equity
 
(300,194
)
 
(7,807
)
 
(308,001
)
Total liabilities and equity
 
1,262,617

 
(9,149
)
 
1,253,468

 
 
For the Three Months Ended March 31, 2014
Restated Consolidated Statement of Comprehensive Income (Loss) amounts (In thousands)
 
As Previously Reported
 
Restatement Adjustments
 
As Restated
Selling, general and administrative expenses
 
$
(189,020
)
 
$
(1,105
)
 
$
(190,125
)
Income (loss) before income taxes
 
919

 
(1,105
)
 
(186
)
Income tax (expense) benefit
 
(421
)
 
422

 
1

Net income (loss)
 
498

 
(683
)
 
(185
)
Net income (loss) attributable to Gentiva shareholders
 
314

 
(683
)
 
(369
)
Total comprehensive income (loss)
 
498

 
(683
)
 
(185
)
Basic Earnings Per Share: Net loss attributable to Gentiva shareholders
 
$
0.01

 
$
(0.02
)
 
$
(0.01
)
Diluted Earnings Per Share: Net loss attributable to Gentiva shareholders
 
$
0.01

 
$
(0.02
)
 
$
(0.01
)
 
 
For the Three Months Ended March 31, 2013
Revised Consolidated Statement of Comprehensive Loss amounts (In thousands)
 
As Previously Reported
 
Revision Adjustments
 
As Revised
Goodwill and other long-lived asset impairment
 
(224,320
)
 
13,648

 
(210,672
)
Income (loss) before income taxes
 
(212,472
)
 
13,648

 
(198,824
)
Income tax (expense) benefit
 
5,416

 
(609
)
 
4,807

Net income (loss)
 
(207,056
)
 
13,039

 
(194,017
)
Net income (loss) attributable to Gentiva shareholders
 
(207,177
)
 
13,039

 
(194,138
)
Total comprehensive income (loss)
 
(207,056
)
 
13,039

 
(194,017
)
Basic Earnings Per Share: Net loss attributable to Gentiva shareholders
 
$
(6.73
)
 
$
0.42

 
$
(6.31
)
Diluted Earnings Per Share: Net loss attributable to Gentiva shareholders
 
$
(6.73
)
 
$
0.42

 
$
(6.31
)


8

     
Restated Consolidated Statement of Changes in Shareholders' Equity
(In thousands)
 
As Previously Reported
 
Restatement Adjustments
 
As Restated
Retained Earnings (Deficit), Balance at December 31, 2013
 
$
(750,329
)
 
$
(7,807
)
 
$
(758,136
)
Net income (loss)
 
314

 
(683
)
 
(369
)
Total comprehensive income (loss)
 
314

 
(683
)
 
(369
)
Retained Earnings (Deficit), Balance at March 31, 2014
 
(750,015
)
 
(8,490
)
 
(758,505
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Shareholders' Equity, Balance at December 31, 2013
 
$
(300,194
)
 
$
(7,807
)
 
$
(308,001
)
Net income (loss)
 
314

 
(683
)
 
(369
)
Total comprehensive income (loss)
 
314

 
(683
)
 
(369
)
Total Shareholders' Equity, Balance at March 31, 2014
 
(297,584
)
 
(8,490
)
 
(306,074
)
Revised Consolidated Statement of Changes in Shareholders' Equity
(In thousands)
 
As Previously Reported
 
Revision Adjustments
 
As Revised
Retained Earnings (Deficit), Balance at December 31, 2012
 
$
(151,335
)
 
$
(1,740
)
 
$
(153,075
)
Net income (loss)
 
(207,177
)
 
13,039

 
(194,138
)
Total comprehensive income (loss)
 
(207,177
)
 
13,039

 
(194,138
)
Retained Earnings (Deficit), Balance at March 31, 2013
 
(358,512
)
 
11,299

 
(347,213
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Shareholders' Equity, Balance at December 31, 2012
 
$
234,700

 
$
(1,740
)
 
$
232,960

Net income (loss)
 
(207,056
)
 
13,039

 
(194,138
)
Total comprehensive income (loss)
 
(207,056
)
 
13,039

 
(194,138
)
Total Shareholders' Equity, Balance at March 31, 2013
 
29,644

 
11,299

 
40,943

 
 
For the Three Months Ended March 31, 2014
Restated Consolidated Statement of Cash Flows
(In thousands)
 
As Previously Reported
 
Restatement Adjustments
 
As Restated
Net income (loss)
 
$
498

 
$
(683
)
 
$
(185
)
Depreciation and amortization
 
6,447

 
1,105

 
7,552

Deferred income tax expense (benefit)
 
4,301

 
(422
)
 
3,879

 
 
For the Three Months Ended March 31, 2013
Revised Consolidated Statement of Cash Flows
(In thousands)
 
As Previously Reported
 
Revision Adjustments
 
As Revised
Net income (loss)
 
(207,056
)
 
13,039

 
(194,017
)
Goodwill and other long-lived asset impairment
 
224,320

 
(13,648
)
 
210,672

Deferred income tax expense (benefit)
 
(9,360
)
 
609

 
(8,751
)

The Company has also reflected these corrections as applicable in its consolidated financial statements and also in the condensed consolidating financial statements presented in Note 18. Supplemental Guarantor and Non-Guarantor Financial Information.
Note 3. Accounting Policies
Cash and Cash Equivalents
The Company considers all investments with a maturity date three months or less from their date of acquisition to be cash equivalents, including money market funds invested in U.S. Treasury securities, short-term treasury bills and commercial paper. Cash and cash equivalents also included amounts on deposit with several major financial institutions in excess of the maximum amount insured by the Federal Deposit Insurance Corporation. Management believes that these major financial institutions are viable entities.

9

The Company had operating funds of approximately $4.4 million and $5.5 million at March 31, 2014 and December 31, 2013, respectively, which relate exclusively to a non-profit hospice operation managed in Florida.
Investments
As of March 31, 2014 and December 31, 2013, the Company held an investment, at cost, in CareCentrix Holdings Inc. of $0.9 million for shares that it expects to receive in settlement of certain tax amounts owed to the Company as set forth in the stock purchase agreement.
At March 31, 2014 and December 31, 2013, the Company had assets of $34.9 million and $34.7 million, respectively, held in a Rabbi Trust for the benefit of participants in the Company’s non-qualified defined contribution retirement plan. The corresponding amounts payable to the plan participants are equivalent to the underlying value of the assets held in the Rabbi Trust. Assets held in a Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company’s consolidated balance sheets.
Debt Issuance Costs
The Company amortizes deferred debt issuance costs over the term of its credit agreement and senior notes. As of March 31, 2014 and December 31, 2013, the Company had unamortized debt issuance costs of $27.0 million and $28.3 million, respectively, recorded in other assets in the Company’s consolidated balance sheets.
Fixed Assets
Fixed assets, including costs of Company developed software, are stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the life of the lease or the life of the improvement. Repairs and maintenance costs are expensed as incurred. As of March 31, 2014 and December 31, 2013, fixed assets, net were $47.2 million and $49.4 million, respectively.
At March 31, 2013, the Company performed an interim impairment test of its Hospice reporting unit. 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. These charges are recorded in goodwill and other long-lived asset impairment in the Company's consolidated financial statements for the three months ended March 31, 2013.
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, which is reflected in goodwill and other long-lived asset impairment in the Company's consolidated financial statements for the three months ended March 31, 2013.
Goodwill and Other Indefinite-Lived Intangible Assets
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. The Company allocates goodwill to its various reporting units upon the acquisition of the assets or stock of another third party business operation. The Company compares the fair value of each reporting unit to its carrying amount to determine if there is a potential impairment of goodwill and other indefinite-lived intangible assets. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the operating unit is less than the carrying value of its goodwill. To determine the fair value of the Company's reporting units, the Company uses a present value (discounted cash flow) technique corroborated by market multiples when available, a reconciliation to market capitalization or other valuation methodologies, and reasonableness tests, as appropriate.
If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.
At March 31, 2013, the Company performed an interim impairment test of its Hospice reporting unit. Based on the results of the interim impairment test, the Company recorded a non-cash impairment charge relating to goodwill of approximately $207.2 million, which is reflected in goodwill and other long-lived asset impairment in the Company's consolidated financial statements for the three months ended March 31, 2013. See Note 10 for additional information.

10

Obligations Under Self Insurance Programs
As of March 31, 2014 and December 31, 2013, the Company’s obligations under its insurance programs were $79.1 million and $82.6 million, respectively. Workers’ compensation and professional and general liability expenses were $6.4 million for the first quarter of 2014 as compared to $6.7 million for the corresponding period of 2013. Employee health and welfare expenses were $23.4 million for the first quarter of 2014 as compared to $20.6 million for the corresponding period of 2013.
Nursing Home Costs
For patients receiving nursing home care under a state Medicaid program who elect hospice care under Medicare or Medicaid, the Company contracts with nursing homes for the nursing homes to provide patients’ room and board services. The state must pay the Company, in addition to the applicable Medicare or Medicaid hospice daily or hourly rate, an amount equal to at least 95 percent of the Medicaid daily nursing home rate for room and board furnished to the patient by the nursing home. Under the Company’s standard nursing home contracts, the Company pays the nursing home for these room and board services at the Medicaid daily nursing home rate. Nursing home costs are partially offset by nursing home net revenue, and the net amount is included in cost of services sold in the Company’s consolidated statements of comprehensive income. Net nursing home costs were $1.8 million for the first quarter of 2014 as compared to $2.6 million for the corresponding period of 2013.
Note 4.
Recent Accounting Pronouncements

On July 18, 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2013-11, Income Taxes (Topic 740) (ASU 2013-11), which provides final guidance that requires an entity to net its liability for unrecognized tax positions against a net operating loss carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the tax law. The provisions of this new guidance were effective as of the beginning of the Company's 2014 year.  The adoption of this new guidance did not have a material impact on on the Company’s consolidated financial statements.
Note 5.
Acquisitions and Dispositions
Harden Healthcare Holdings, Inc.
Effective October 18, 2013, the Company completed the acquisition of certain net assets relating to the home health, hospice and community care businesses of Harden Healthcare Holdings, Inc. ("Harden") pursuant to an Agreement and Plan of Merger dated as of September 18, 2013. The Company completed the acquisition as an entrance into the community care business, primarily throughout Texas, Oklahoma, Missouri and Kansas, and to expand its geographic coverage for its home health and hospice businesses. Total consideration for the acquisition was $426.8 million, exclusive of transaction costs, consisting of approximately $365.0 million in cash, $53.8 million in shares of Gentiva's common stock and additional contingent consideration of $9.5 million, recorded at estimated fair value of approximately $8.1 million. The contingent consideration includes (i) a consulting agreement entered into with Capstar Partners, LLC, (ii) a sub-lease termination agreement entered into with Capstar Investment Partners, L.P., both which carry performance criteria tied to certain levels of community care program reimbursement rates in the State of Texas, as defined in the agreements, and (iii) a consulting agreement entered into with a former executive of Harden.
Wake Forest Baptist Health Care at Home, LLC
Effective February 2014, the Company sold its Wilkesboro, North Carolina branch to Wake Forest Baptist Health Care at Home, LLC for $2.9 million. Total Care Home Health of North Carolina, LLC, a wholly-owned subsidiary of the Company, owns a 60 percent interest in Wake Forest Baptist Health Care at Home, LLC, which provides home health services in the Winston-Salem and Wilkesboro, North Carolina geographical areas. The Company's non-guarantor subsidiary reflects (i) a receivable of $1.7 million and (ii) a liability due of $2.9 million to Company's guarantor subsidiary relating to this transaction, which was settled in early April 2014.
Note 6.
Fair Value of Financial Instruments
The Company’s financial instruments are measured and recorded at fair value on a recurring basis, except for the notes receivable from CareCentrix and long-term debt. The fair values for the notes receivable from CareCentrix and non-financial assets, such as fixed assets, intangible assets and goodwill, are measured periodically and adjustments recorded only if an impairment charge is required. The carrying amount of the Company’s accounts receivable, accounts payable and certain other current liabilities approximates fair value due to their short maturities.

11

Fair value is defined under authoritative guidance as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:
•
Level 1—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Financial Instruments Recorded at Fair Value
The Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis was as follows (in thousands): 
 
March 31, 2014
 
December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
23,083

 
$
—

 
$
—

 
$
23,083

 
$
23,695

 
$
—

 
$
—

 
$
23,695

Rabbi Trust:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mutual funds
29,926

 
—

 
—

 
29,926

 
28,945

 
—

 
—

 
28,945

Money market funds
4,965

 
—

 
—

 
4,965

 
5,737

 
—

 
—

 
5,737

Total assets
$
57,974

 
$
—

 
$
—

 
$
57,974

 
$
58,377

 
$
—

 
$
—

 
$
58,377

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payables to plan participants
$
34,891

 
$
—

 
$
—

 
$
34,891

 
$
34,682

 
$
—

 
$
—

 
$
34,682

Acquisition contingent liability
—

 
—

 
8,202

 
8,202

 
—

 
—

 
8,110

 
8,110

Total liabilities
$
34,891

 
$
—

 
$
8,202

 
$
43,093

 
$
34,682

 
$
—

 
$
8,110

 
$
42,792

Assets held in the Rabbi Trust are held for the benefit of participants in the Company’s non-qualified defined contribution retirement plan. The value of assets held in the Rabbi Trust is based on quoted market prices of securities and investments, including money market accounts and mutual funds, maintained within the Rabbi Trust. The corresponding amounts payable to plan participants are equivalent to the underlying value of assets held in the Rabbi Trust. Assets held in the Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company’s consolidated balance sheets. Money market funds held in the Company’s account represent cash equivalents and were classified in cash and cash equivalents in the Company’s consolidated balance sheets at March 31, 2014 and December 31, 2013.
The estimated fair value of the acquisition contingent liabilities were determined using a discounted cash flow approach utilizing level 2 and level 3 inputs which included observable market discount rates, fixed payment schedules, and assumptions based on achieving certain pre-defined performance criteria. See Note 5 for further information.
The following table provides a summary of changes in fair value of the Company's Level 3 financial assets (in thousands):
 
 
Estimated
Fair Value
 
Balance at December 31, 2013
 
$
8,110

 
Included in earnings
 
92

(1) 
Balance at March 31, 2014
 
$
8,202

 


12

(1)
Accretion of the present value of the contingent liability is recorded in interest expense and other in the Company's consolidated statements of comprehensive income. A 1 percent change in the discount rate would have an impact on the fair value of the contingent liability of approximately $0.2 million.
Other Financial Instruments
The carrying amount and estimated fair value of the Company’s other financial instruments were as follows (in thousands):
 
March 31, 2014
 
December 31, 2013
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Assets:
 
 
 
 
 
 
 
Note receivable from CareCentrix
$
25,000

 
$
26,836

 
$
25,000

 
$
26,403

Seller financing note receivable from CareCentrix
3,471

 
3,471

 
3,471

 
3,471

Liabilities:
 
 
 
 
 
 
 
Long-term obligations
$
1,172,419

 
$
1,181,202

 
$
1,177,000

 
$
1,183,863

The estimated fair value of the note receivable from CareCentrix was determined from Level 3 inputs based on an income approach using the discounted cash flow method. The fair values represent the net present value of (i) the after tax cash flows relating to the note's annual income stream plus (ii) the return of the invested principal using a maturity date of March 19, 2017, after considering assumptions relating to risk factors and economic conditions. The estimated fair value of the seller financing note receivable from CareCentrix approximates its carrying amount due to the expected pay-off of the note as part of a proposed settlement with the owners of CareCentrix. See Note 8 for additional information.
In determining the estimated fair value of long-term debt, Level 2 inputs based on the use of bid and ask prices were considered. Due to the infrequent number of transactions that occur related to the long-term debt, the Company does not believe an active market exists for purposes of this disclosure.
Note 7.
Net Revenues and Accounts Receivable
Net revenues in the Home Health and Hospice segments were derived from all major payer classes, while Community Care segment net revenues were derived primarily from Medicaid and Insurance payer classes. Net revenue by major payer classes were as follows (in millions):
 
First Quarter
 
2014
 
2013
 
Percentage
Variance
Medicare:
 
 
 
 
 
Home Health
$
208.8

 
$
193.1

 
8.1
 %
Hospice
163.2

 
167.3

 
(2.4
)%
Total Medicare
372.0

 
360.4

 
3.2
 %
Medicaid and Local Government
71.1

 
18.2

 
289.3
 %
Commercial Insurance and Other:
 
 
 
 
 
Paid at episodic rates
15.6

 
14.3

 
9.4
 %
Other
28.8

 
22.7

 
27.0
 %
Total Commercial Insurance and Other
44.4

 
37.0

 
20.2
 %
Total net revenues
$
487.5

 
$
415.6

 
17.3
 %
For the first quarter of 2014, the Company recorded hospice Medicare cap expense of $0.1 million compared to $0.1 million hospice Medicare cap credit being recorded for the first quarter of 2013, which are reflected in net revenues in the Company’s consolidated statements of comprehensive income. For the Medicare cap year 2014, which began November 1, 2013, the Company has recorded $0.4 million in Medicare cap expense and has five hospice providers currently estimated to be in excess of Medicare cap limits.
The Medicare payment cap, which is calculated for each provider by the Medicare fiscal intermediary at the end of the hospice cap period, is determined under the proportional method. The proportional method allocates each beneficiary's Medicare payment cap based on the ratio of the number of days the beneficiary received hospice services from the Company

13

over the total number of days the beneficiary received hospice services from all providers. The Medicare payment cap amount is then further allocated between the hospice cap periods based on the ratio of the number of days the Company provided hospices services during each cap period. The sum of each beneficiary's Medicare cap payment, as determined above, represents the aggregate Medicare payment cap. Medicare revenue paid to a provider during the hospice cap period cannot exceed the aggregate Medicare payment cap. As of March 31, 2014 and December 31, 2013, the Company had Medicare cap liabilities of $3.2 million and $6.5 million, respectively, which are reflected in Medicare liabilities in the Company’s consolidated balance sheets.
Corporate Integrity Agreement
Under Odyssey's five-year Corporate Integrity Agreement ("CIA") with the Office of Inspector General of the United States Department of Health and Human Services ("OIG"), which became effective on February 15, 2012, Odyssey must engage a third party to perform verification and unallowable cost reviews. In addition, Odyssey's eligibility review team must review the eligibility of Odyssey's Medicare beneficiaries for the hospice services those beneficiaries received and prepare an eligibility review report. Odyssey must submit to the OIG annually a report with respect to the status of, and findings regarding, Odyssey's compliance activities. Any overpayments identified by Odyssey are paid back to the various Medicare administrative contractors by April 1st of the following year. If Odyssey fails to comply with the terms of the CIA, it will be subject to penalties. In connection with these eligibility reviews, the Company recorded reserves of approximately $1.2 million and $0.9 million for the first quarter of 2014 and 2013, respectively, which are reflected as a reduction of net revenues in the Company's consolidated statements of comprehensive income.
Accounts Receivable
Accounts receivable attributable to major payer sources of reimbursement were as follows (in thousands):
 
March 31, 2014
 
December 31, 2013
Medicare
$
215,797

 
$
214,366

Medicaid and Local Government
49,731

 
48,183

Commercial Insurance and Other
37,709

 
38,036

Gross Accounts Receivable
303,237

 
300,585

Less: Allowance for doubtful accounts
(11,899
)
 
(10,680
)
Net Accounts Receivable
$
291,338

 
$
289,905

As of March 31, 2014 and December 31, 2013, the Commercial Insurance and Other payer group included self-pay accounts receivable relating to patient co-payments of $2.9 million and $2.4 million, respectively.
Note 8.
Investment in and Notes Receivable from CareCentrix
The Company holds a $25.0 million subordinated promissory note from CareCentrix, Inc. In connection with the sale of the Company’s ownership interest in CareCentrix Holdings on September 19, 2011, the maturity date of the note was extended to the earlier of March 19, 2017 or a sale of CareCentrix Holdings. The note bears interest at a fixed rate of 10 percent, which is payable quarterly, provided that CareCentrix remains in compliance with its senior debt covenants. Interest on the CareCentrix promissory note, which is included in interest income in the Company’s consolidated statements of comprehensive income, amounted to $0.6 million for both the first quarter of 2014 and 2013.
Pursuant to the terms of the stock purchase agreement, approximately $10.6 million of the sale price, due to the Company, was placed into an escrow fund for future indemnification claims. As of March 31, 2014, approximately $0.7 million of the escrow fund was paid out to cover expenses related to an indemnified claim.
On August 24, 2012, the Company received notification from CareCentrix of its election to draw seller financing from the escrow fund pursuant to the terms of the stock purchase agreement. As such, the Company reclassified its escrow receivable of approximately $9.9 million from prepaid expenses and other current assets to a seller financing note receivable from CareCentrix on the Company's consolidated balance sheet as of September 30, 2012. The seller financing note receivable, which bears interest at 18 percent, matures on the earlier of March 19, 2017 or upon the sale of CareCentrix Holdings. Interest on this note is payable quarterly, in kind, and will accrete as additional principal on the note. The Company expects to record interest income at the time of receipt as the note is part of the proposed settlement discussed below.
On September 17, 2012, the Company received a formal notice of claims for indemnification from CareCentrix. In the notice, CareCentrix asserted that the total claimed amounts exceed the total amount in escrow and demanded that the entire principal amount of the seller financing note receivable be reduced to zero. In anticipation of a settlement of claims alleged by the owner of CareCentrix and working capital adjustments as set forth in the stock purchase agreement, during the fourth

14

quarter of 2012, the Company recorded a $6.5 million adjustment to the seller financing note receivable to reflect its revised estimated fair value of $3.4 million. The Company established an investment in CareCentrix of $0.9 million for shares that it may receive as part of any settlement.
The Company’s financing receivables consist of the previously described $25.0 million subordinated promissory note from CareCentrix, Inc. dated September 19, 2011 and a $3.4 million seller financing note receivable from CareCentrix, Inc. dated August 24, 2012. The Company measures impairment based on the present value of expected cash flows after considering assumptions relating to risk factors and economic conditions. On an ongoing basis, the Company assesses the credit quality based on the Company’s review of CareCentrix, Inc.’s financial position and receipt of interest payments when due. Based on the Company’s analysis, as of March 31, 2014 and December 31, 2013, the Company had no allowances for credit losses.
Note 9.
Cost Savings Initiatives and Acquisition and Integration Activities
The Company recorded net charges relating to cost savings initiatives and acquisition and integration activities of $5.3 million and $0.1 million for the first quarter of 2014 and 2013, respectively, which were recorded in selling, general and administrative expenses in the Company’s consolidated statements of comprehensive income.
Cost Savings Initiatives
During the fourth quarter of 2013, the Company undertook a corporate restructuring initiative, referred to as "One Gentiva", to better align its home health, hospice and community care businesses under a common regional management structure. In addition, the Company undertook a branch rationalization initiative to review under performing branches. As a result of this review, the Company has closed or consolidated 94 branches through the first quarter of 2014. As such, the Company recorded charges of $2.7 million for the first quarter of 2014, primarily related to severance and facility lease costs.
Acquisition and Integration Activities
The Company recorded charges of $2.6 million for the first three months of 2014, primarily related to the Company's acquisition of Harden. These costs consisted of (i) severance and lease costs associated with consolidation of branches in overlapping markets and consolidation of back office functions and (ii) legal, accounting and other professional fees and expenses associated with the transaction.
During the first quarter of 2013, the Company recorded charges of $0.1 million in connection with costs of acquisition and integration activities, primarily related to the Company's acquisitions of North Mississippi Hospice and Family HomeCare, Inc. in 2012.
The costs incurred and cash expenditures associated with these activities by component were as follows (in thousands): 
 
Cost Savings
Initiatives
 
Acquisition &
Integration

Total
Balance at December 31, 2012
$
1,685

 
$
1,011


$
2,696

Charge in first quarter 2013
47

 
94


141

Cash expenditures
(1,104
)
 
(322
)

(1,426
)
   Ending balance at March 31, 2013
$
628

 
$
783


$
1,411

 
 
 
 
 
 
Balance at December 31, 2013
$
6,722

 
$
9,703


$
16,425

Charge in first quarter 2014
2,713

 
2,628


5,341

Cash expenditures
(3,443
)
 
(3,472
)

(6,915
)
Non-cash expenditures
(60
)
 
(86
)
 
(146
)
   Ending balance at March 31, 2014
$
5,932

 
$
8,773


$
14,705

The balance of unpaid charges relating to cost savings initiatives and acquisition and integration activities approximated $14.7 million at March 31, 2014 and $16.4 million at December 31, 2013, which were included in other accrued expenses in the Company’s consolidated balance sheets.
Note 10.
Identifiable Intangible Assets and Goodwill
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. The Company allocates

15

goodwill to its various reporting units upon the acquisition of the assets or stock of another third party business operation. The Company compares the fair value of each reporting unit to the carrying amount of their allocated net assets to determine if there is a potential impairment of goodwill. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of its goodwill.
To determine the fair value of the Company's reporting units, the Company uses a present value (discounted cash flow) technique corroborated by market multiples when available, a reconciliation to market capitalization or other valuation methodologies and reasonableness tests, as appropriate. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others. The future occurrence of a potential indicator of impairment, such as, but not limited to, a significant adverse change in legal factors or business climate, reductions of projected patient census, an adverse action or assessment by a regulator, as well as other unforeseen factors, would require an interim assessment for some or all of the reporting units.
If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.
The Company's operations include three reporting units: Home Health, Hospice and Community Care. At March 31, 2013, the Company determined that a triggering event had occurred due to lower than expected average daily census and higher than expected discharge rates during the quarter and performed an interim impairment test of its Hospice reporting unit. For purposes of the interim impairment test, the Company applied certain assumptions that included, but were not limited to, patient census projections, gross margin assumptions, operating efficiencies and economies of scale. To determine fair value, the Company considered the income approach, which determines fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital (“discount rate”), which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The Company used a discount rate of 9.5 percent to calculate the fair value of its Hospice reporting unit. 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 $207.2 million, which is reflected in goodwill and other long-lived asset impairment in the Company's consolidated comprehensive statement of income for the three months ended March, 31, 2013.
 The gross carrying amount and accumulated amortization of each category of identifiable intangible assets as of March 31, 2014 and December 31, 2013 were as follows (in thousands): 

16

 
March 31, 2014 (Restated)
 
December 31, 2013 (Restated)
 
Useful
Life
 
Home
Health
 
Hospice
 
Community Care
 
Total
 
Home
Health
 
Hospice
 
Community Care
 
Total
 
 
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Covenants not to compete
$
2,157

 
$
16,183

 
$
1,029

 
$
19,369

 
$
2,157

 
$
16,183

 
$
1,029

 
$
19,369

 
2-5 Yrs
Less: accumulated amortization
(1,602
)
 
(15,753
)
 
(155
)
 
(17,510
)
 
(1,553
)
 
(15,720
)
 
(91
)
 
(17,364
)
 
 
Net covenants not to compete
555

 
430

 
874

 
1,859

 
604

 
463

 
938

 
2,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
27,196

 
910

 
—

 
28,106

 
27,196

 
910

 
—

 
28,106

 
5-10 Yrs
Less: accumulated amortization
(20,584
)
 
(504
)
 
—

 
(21,088
)
 
(19,997
)
 
(481
)
 
—

 
(20,478
)
 
 
Less: accumulated impairment
          losses
(27
)
 
—

 
—

 
(27
)
 
(27
)
 
—

 
—

 
(27
)
 
 
Net customer relationships
6,585

 
406

 
—

 
6,991

 
7,172

 
429

 
—

 
7,601

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tradenames
19,267

 
17,528

 
11,922

 
48,717

 
19,267

 
17,528

 
11,922

 
48,717

 
5-10 Yrs
Less: accumulated amortization
(12,269
)
 
(3,969
)
 
(538
)
 
(16,776
)
 
(11,992
)
 
(3,763
)
 
(227
)
 
(15,982
)
 
 
Less: accumulated impairment
          losses
(6,421
)
 
(13,122
)
 
—

 
(19,543
)
 
(6,421
)
 
(13,122
)
 
—

 
(19,543
)
 
 
Net tradenames
577

 
437

 
11,384

 
12,398

 
854

 
643

 
11,695

 
13,192

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Licenses
714

 
8,021

 
—

 
8,735

 
714

 
8,021

 
—

 
8,735

 
 
Less: accumulated amortization
(672
)
 
(7,833
)
 
—

 
(8,505
)
 
(588
)
 
(6,812
)
 
—

 
(7,400
)
 
 
Net licenses
42

 
188

 
—

 
230

 
126

 
1,209

 
—

 
1,335

 
 
Amortized intangible assets
7,759

 
1,461

 
12,258

 
21,478

 
8,756

 
2,744

 
12,633

 
24,133

 
 
Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Licenses and certificates of need
245,086

 
105,632

 
26,011

 
376,729

 
245,086

 
105,632

 
26,011

 
376,729

 

Less: accumulated impairment
          losses
(144,672
)
 
(2,463
)
 
—

 
(147,135
)
 
(144,672
)
 
(2,463
)
 
—

 
(147,135
)
 
 
Net licenses and certificates of need
100,414

 
103,169

 
26,011

 
229,594

 
100,414

 
103,169

 
26,011

 
229,594

 
 
Total identifiable intangible assets
$
108,173

 
$
104,630

 
$
38,269

 
$
251,072

 
$
109,170

 
$
105,913

 
$
38,644

 
$
253,727

 
 
The Company recorded amortization expense of approximately $2.7 million and $1.3 million for the first quarter of 2014 and 2013, respectively. The estimated amortization expense for the remainder of 2014 is $4.4 million and for each of the next five succeeding years approximates $4.1 million for 2015, $3.1 million for 2016, $2.4 million for 2017, $1.6 million for 2018, and $1.3 million for 2019.
The gross carrying amount of goodwill as of March 31, 2014 and December 31, 2013 and activity during the first quarter of 2014 were as follows (in thousands): 
 
Goodwill, Gross
 
Accumulated Impairment Losses
 
 
 
Home Health
 
Hospice
 
Community Care
 
Total
 
Home Health
 
Hospice
 
Total
 
Net
Balance at December 31, 2013 (Restated)
386,719

 
944,187

 
116,534

 
1,447,440

 
(263,370
)
 
(800,583
)
 
(1,063,953
)
 
383,487

Goodwill acquired during 2014
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Balance at March 31, 2014 (Restated)
$
386,719

 
$
944,187

 
$
116,534

 
$
1,447,440

 
$
(263,370
)
 
$
(800,583
)
 
$
(1,063,953
)
 
$
383,487


17

Note 11.
Earnings Per Share
Basic and diluted earnings per share for each period presented have been computed by dividing net income (loss) attributable to Gentiva shareholders by the weighted average number of shares outstanding for each respective period. The computations of the basic and diluted per share amounts were as follows (in thousands, except per share amounts): 
 
For the Three Months Ended
 
March 31, 2014 (Restated)
 
March 31, 2013 (Revised)
Net loss attributable to Gentiva shareholders
$
(369
)
 
$
(194,138
)
 
 
 
 
Basic weighted average common shares outstanding
36,189

 
30,785

Shares issuable upon the assumed exercise of stock options and under stock plans for employees and directors using the treasury stock method
—

 
—

Diluted weighted average common shares outstanding
36,189

 
30,785

 
 
 
 
Earnings per share:
 
 
 
Basic
$
(0.01
)
 
$
(6.31
)
Diluted
$
(0.01
)
 
$
(6.31
)
 
 
 
 
Anti-dilutive shares by type:
 
 
 
Stock options
1,056

 
2,630

Performance share units
—

 
80

Restricted stock
—

 
381

Total anti-dilutive shares
1,056

 
3,091

For the first quarter of 2014 and 2013, approximately 1.1 million and 3.1 million, respectively, of stock options, performance share units and restricted stock awards were excluded from the computations of diluted earnings per share, as their inclusion would be anti-dilutive.
Note 12.
Long-Term Debt
Credit Arrangements
At March 31, 2014, the Company’s credit arrangements included a senior secured credit agreement providing (i) a six-year $670 million Term Loan B facility, (ii) a five-year $155 million Term Loan C facility and (iii) a five-year $100 million revolving credit facility (collectively, the “Credit Agreement”), and $325 million aggregate principal amount of 11.5 percent Senior Notes due 2018 (the “Senior Notes”). The Credit Agreement’s revolving credit facility also includes borrowing capacity of $80 million available for letters of credit and $15 million for borrowings on same-day notice, referred to as swing line loans.
As of March 31, 2014 and December 31, 2013, the Company’s long-term debt consisted of the following (in thousands):
 
March 31, 2014
 
December 31, 2013
Credit Agreement:
 
 
 
Term Loan B, maturing October 18, 2019, net of unamortized discount of $6,271 and $6,508 as of March 31, 2014 and December 31, 2013, respectively
$
662,054

 
$
663,492

Term Loan C, maturing October 18, 2018, net of unamortized discount of $687 and $735 as of March 31, 2014 and December 31, 2013, respectively
151,406

 
154,265

11.5% Senior Notes due 2018
325,000

 
325,000

Revolving Credit Facility
27,000

 
27,000

Total debt
1,165,460

 
1,169,757

Less: current portion of long-term debt
(47,263
)
 
(45,325
)
Total long-term debt
$
1,118,197

 
$
1,124,432


18

As of March 31, 2014, advances under the revolving credit facility may be made, and letters of credit may be issued, up to the $100 million borrowing capacity of the facility at any time prior to the facility expiration date of October 18, 2018. Outstanding letters of credit were $51.6 million and $52.0 million at March 31, 2014 and December 31, 2013, respectively. The letters of credit were issued to guarantee payments under the Company’s workers’ compensation program and for certain other commitments. As of March 31, 2014, the Company’s unused and available borrowing capacity under the Credit Agreement was $21.4 million. As governed by the indenture covering the unsecured senior notes, the Company has a maximum permitted borrowing capacity, as defined, which may limit the Company's ability to borrow up to the full capacity of the revolving credit facility.
The Term Loan B facility is subject to mandatory principal payments of $6.7 million per year, payable in equal quarterly installments, with the remaining balance of the original $670 million loan payable on October 18, 2019. The Term Loan C facility is subject to mandatory principal payments, payable in quarterly installments. The mandatory principal payments for 2014 are $11.6 million and increase each year through the maturity date of the loan, October 18, 2018.
As of March 31, 2014, the mandatory aggregate principal payments of long-term debt were $20.3 million due during the twelve months ending March 31, 2015, $27.0 million due during the twelve months ending March 31, 2016, $31.9 million due during the twelve months ending March 31, 2017, $45.5 million due during the twelve months ending March 31, 2018, $60.9 million due during the twelve months ending March 31, 2019 and $634.8 million thereafter under the Credit Agreement, and 325.0 million due in September 2018 under the Senior Notes. The weighted average cash interest rate on outstanding borrowings was 7.7 percent per annum at March 31, 2014 and 8.2 percent per annum at December 31, 2013.
The Company may voluntarily repay outstanding loans under the revolving credit facility or the term loans at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. Prepayment and commitment reductions will be required in connection with (i) certain asset sales, (ii) certain extraordinary receipts such as certain insurance proceeds, (iii) cash proceeds from the issuance of debt, (iv) 75 percent of “Excess Cash Flow” (as defined in the Credit Agreement) with two step-downs based on the Company’s leverage ratio.
The interest rate per annum on borrowings under the Credit Agreement is based on, at the option of the Company, (i) the Eurodollar Rate, adjusted for certain costs plus an Applicable Margin or (ii) the Base Rate, plus an Applicable Rate. The Base Rate represents the highest of (x) the Barclays Bank prime rate, (y) the federal funds rate plus 0.50 percent or (z) the Eurodollar Rate adjusted for certain costs plus 1.00 percent. In connection with determining the interest rates on the Term Loan B and Term Loan C facilities, in no event shall the Eurodollar Rate be less than 1.25 percent and the Base Rate be less than 2.25 percent. The Company may select interest periods of one, two, three or six months for Eurodollar Rate loans. Interest is payable at the end of the selected interest period. The Company must also pay a fee of 0.50 percent per annum on unused commitments under the revolving credit facility. As of March 31, 2014, the interest rate on Term Loan B borrowings is 6.50 percent, Term Loan C borrowings is 5.75 percent and revolving credit borrowings is 5.48 percent.
The Applicable Rate component of the interest rate under the Company's Credit Agreement is based on the Company's consolidated leverage ratio as follows:
 
 
Applicable Rates
 
 
Eurodollar Rate for Revolving Credit Facility and Letter of Credit Fees
 
Base Rate for Revolving Credit Facility
 
Term Loan B
 
Term Loan C
Consolidated
Leverage Ratio
 
 
 
Eurodollar Rate
 
Base Rate
 
Eurodollar Rate
 
Base Rate
> 4.0:1
 
4.50%
 
3.50%
 
5.25%
 
4.25%
 
4.50%
 
3.50%
< 4.0:1
 
4.25%
 
3.25%
 
5.25%
 
4.25%
 
4.50%
 
3.50%
Debt Covenants
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ ability to incur additional indebtedness or issue certain preferred stock, create liens on assets, enter into sale and leaseback transactions, engage in mergers or consolidations with other companies, sell assets, pay dividends, repurchase capital stock, make investments, loans and advances, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements, repay certain indebtedness, change the nature of the Company’s business, change accounting policies and practices, grant negative pledges and incur capital expenditures. The Credit Agreement also requires the Company to maintain a maximum consolidated leverage ratio, as calculated based on provisions in the Credit Agreement that provide for certain defined adjustments to consolidated EBITDA, and contains certain customary affirmative covenants and events of default.

19

Gentiva’s permitted maximum consolidated leverage ratio is set forth in the following table: 
Four Quarters Ending
Maximum Consolidated
Leverage Ratio
March 31, 2014 to March 31, 2015
≤ 6.75:1
June 30, 2015 to March 31, 2016
≤ 6.50:1
June 30, 2016 to March 31, 2017
≤ 6.25:1
June 30, 2017 to December 31, 2017
≤ 6.00:1
March 31, 2018 and each fiscal quarter thereafter
≤ 5.75:1
As of March 31, 2014, the Company’s consolidated leverage ratio was 5.8x. As of March 31, 2014, the Company was in compliance with all covenants in the Credit Agreement.
Guaranty Agreement and Security Agreement
Gentiva and substantially all of its subsidiaries (the “Guarantor Subsidiaries”) entered into a guaranty agreement pursuant to which the Guarantor Subsidiaries have agreed, jointly and severally, fully and unconditionally to guarantee all of the Company’s obligations under the Credit Agreement. Additionally, Gentiva and its Guarantor Subsidiaries entered into a security agreement pursuant to which a first-priority security interest was granted in substantially all of the Company’s and its Guarantor Subsidiaries’ present and future real, personal and intangible assets, including the pledge of 100 percent of all outstanding capital stock of substantially all of the Company’s domestic subsidiaries to secure full payment of all of the Company’s obligations for the ratable benefit of the lenders.
Senior Notes
The Senior Notes are unsecured, senior subordinated obligations of the Company. The Senior Notes are guaranteed by all of Gentiva’s subsidiaries that are guarantors under the Credit Agreement. Interest on the Senior Notes accrues at a rate of 11.5 percent per annum and is payable semi-annually in arrears on March 1 and September 1. Gentiva will make each interest payment to the holders of record on the immediately preceding February 15 and August 15.
The Senior Notes mature on September 1, 2018 and are generally free to be transferred. Gentiva may redeem the Senior Notes, in whole or in part, at any time prior to the first interest payment of 2014, at a price equal to 100 percent of the principal amount of the Senior Notes redeemed plus an applicable make-whole premium based on the present value of the remaining payments discounted at the treasury rate plus 50 basis points plus accrued and unpaid interest, if any, to the date of redemption.
On or after September 1, 2014, Gentiva may redeem all or part of the Senior Notes at redemption prices set forth below plus accrued and unpaid interest and Additional Interest, if any, as defined in the indenture relating to the Senior Notes during the twelve month period beginning on September 1 of the years indicated below: 
Year
Redemption Percentage
2014
105.750%
2015
102.875%
2016 and thereafter
100.000%

20

Note 13.
Equity
Changes in equity for the three months ended March 31, 2014 and 2013 were as follows (in thousands, except share amounts): 
 
Gentiva Shareholders
 
 
 
 
 
Common Stock
 
Additional
Paid-in Capital
 
Retained
Earnings
(Deficit)
 
Treasury Stock
 
Noncontrolling Interests
 
 
 
Shares
 
Amount
 
 
 
 
 
Total
Balance at December 31, 2012 (Revised)
32,009,286

 
$
3,201

 
$
399,148

 
$
(153,075
)
 
$
(17,852
)
 
$
1,538

 
$
232,960

Comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
—

 
—

 
—

 
(194,138
)
 
—

 
121

 
(194,017
)
Total comprehensive (loss) income
—

 
—

 
—

 
(194,138
)
 
—

 
121

 
(194,017
)
Income tax expense associated with the exercise of non-qualified stock options
—

 
—

 
(304
)
 
—

 
—

 
—

 
(304
)
Equity-based compensation expense
—

 
—

 
1,813

 
—

 
—

 
—

 
1,813

Net issuance of stock upon exercise of stock options and under stock plans for employees and directors
501,401

 
50

 
942

 
—

 
(261
)
 
—

 
731

Distribution to partnership interests
—

 
—

 
—

 
—

 
—

 
(240
)
 
(240
)
Balance at March 31, 2013 (Revised)
32,510,687

 
$
3,251

 
$
401,599

 
$
(347,213
)
 
$
(18,113
)
 
$
1,419

 
$
40,943

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013 (Restated)
37,713,302

 
$
3,771

 
$
462,262

 
$
(758,136
)
 
$
(18,773
)
 
$
2,875

 
$
(308,001
)
Comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
—

 
—

 
—

 
(369
)
 
—

 
184

 
(185
)
Total comprehensive (loss) income
—

 
—

 
—

 
(369
)
 
—

 
184

 
(185
)
Income tax expense associated with the exercise of non-qualified stock options
—

 
—

 
(1,359
)
 
—

 
—

 
—

 
(1,359
)
Equity-based compensation expense
—

 
—

 
2,221

 
—

 
—

 
—

 
2,221

Net issuance of stock upon exercise of stock options and under stock plans for employees and directors
420,460

 
43

 
554

 
—

 
—

 
—

 
597

Minority interest capital contribution
—

 
—

 
—

 
—

 
—

 
1,160

 
1,160

Distribution to partnership interests
—

 
—

 
—

 
—

 
—

 
(115
)
 
(115
)
Treasury shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock withheld (32,662 shares) for payroll tax withholdings related to equity-based compensation
—

 
—

 
—

 
—

 
(392
)
 
—

 
(392
)
Balance at March 31, 2014 (Restated)
38,133,762

 
$
3,814

 
$
463,678

 
$
(758,505
)
 
$
(19,165
)
 
$
4,104

 
$
(306,074
)
Comprehensive loss amounted to $0.2 million for the first quarter of 2014 as compared to comprehensive loss of $194.0 million for the first quarter of 2013.
The Company has an outstanding stock repurchase plan authorized by its Board of Directors to repurchase of up to $5,000,000 of shares of the Company’s outstanding common stock (the "2012 Repurchase Program"). During the three months ended March 31, 2014 and 2013, the Company did not repurchase shares of its outstanding common stock. As of March 31, 2014, the Company had remaining authorization under the 2012 Repurchase Program to repurchase common stock with an aggregate purchase price of up to $1.5 million, subject to the additional limitations set forth below.
The Company’s Credit Agreement provides for repurchases of the Company’s common stock not to exceed $7.5 million per year, and not to exceed $25.0 million per year if the consolidated leverage ratio is less than or equal to 3.5:1.0 immediately after giving effect on a pro forma basis to the repurchase. The indenture governing the Company’s Senior Notes also contains limitations on the Company’s repurchases of its common stock.
Note 14.
Equity-Based Compensation Plans
The Company provides several equity-based compensation plans under which the Company’s officers, employees and non-employee directors may participate, including (i) the 2004 Equity Incentive Plan (amended and restated as of March 16, 2011, as further amended by Amendment Nos. 1 and 2 thereto) (“2004 Plan”), (ii) the Stock & Deferred Compensation Plan for Non-Employee Directors (“DSU Plan”) and (iii) the Employee Stock Purchase Plan (“ESPP”). Collectively, these equity-based compensation plans permit the grants of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation

21

rights, (iv) restricted stock, (v) performance units, (vi) stock units and (vii) cash, as well as allow employees to purchase shares of the Company’s common stock under the ESPP at a pre-determined discount.
For the first quarter of 2014, the Company recorded equity-based compensation expense, as calculated on a straight-line basis over the vesting periods of the related equity instruments, of $2.2 million as compared to $1.8 million for the corresponding period of 2013, which were reflected as selling, general and administrative expense in the consolidated statements of comprehensive income.
Stock Options
The weighted average fair values of the Company’s stock options granted during the first three months of 2014 and 2013 calculated using the Black-Scholes option pricing model and other assumptions used in the option pricing model, were as follows: 
 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
Weighted average fair value of options granted
$
5.07

 
$
11.46

Risk-free interest rate
.46%

 
0.31% - 0.35%

Expected volatility
60
%
 
76
%
Contractual life
7 years

 
7 years

Expected life
3.4 - 5.4 years

 
3.4 - 5.4 years

Expected dividend yield
—
%
 
—
%
During the first quarter of 2014, the Company issued 375,000 stock options that are both time-vesting (one-third each year) and carry a market vesting feature based on the average 30-day closing stock price of the Company's common stock based on stock price thresholds of $14, $16, and $18 (each covering one-third of the options granted). The fair value of the stock options granted ranged from $5.15 to $5.88 and was determined using the Monte Carlo stock option valuation model. Assumptions used in the model included volatility of 63 percent, risk-free interest rate of 1.32 percent, zero percent dividend yield, a forfeiture rate based on the Company's historical experience and a contractual life of seven years.    
Stock option grants in 2011 through 2014 vest over a three-year period based on a vesting schedule that provides for one-third vesting after each year. In addition, the Company also issued stock options in 2013 and 2014 that are both time-vesting (one-third each year) and carry a market vesting feature based on the average 30-day closing stock price of the Company's common stock. Stock option grants in 2010 fully vest over a four-year period based on a vesting schedule that provides for one-half vesting after year two and an additional one-fourth vesting after each of years three and four. The Company’s expected volatility assumptions are based on the historical volatility of the Company’s stock price over a period corresponding to the expected term of the stock option. Forfeitures are estimated utilizing the Company’s historical forfeiture experience. The expected life of the Company’s stock options is based on the Company’s historical experience of the exercise patterns associated with its stock options.
A summary of Gentiva stock option activity as of March 31, 2014 and changes during the three months then ended is presented below:
 
Number of
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life (Years)
 
Aggregate
Intrinsic
Value
Balance as of December 31, 2013
4,005,589

 
$
15.40

 
 
 
 
Granted
735,500

 
10.89

 
 
 
 
Exercised
(7,334
)
 
5.86

 
 
 
 
Cancelled
(307,741
)
 
21.18

 
 
 
 
Balance as of March 31, 2014
4,426,014

 
$
14.27

 
4.7
 
$
3,762,925

Exercisable options
2,702,748

 
$
17.25

 
3.8
 
$
2,383,645

Shares expected to vest as of March 31, 2014
1,621,640

 
$
9.53

 
6.0
 
$
1,368,799

The total intrinsic value of options exercised during the three months ended March 31, 2014 and March 31, 2013 were $35 thousand and $0.3 million, respectively. As of March 31, 2014 and 2013, the Company had $3.6 million and $3.8 million, respectively, of total unrecognized compensation cost related to nonvested stock options. This compensation expense is

22

expected to be recognized over a weighted-average period of 1.5 years for both years. The total fair value of options that vested during the first three months of 2014 was $1.7 million.
Performance Based Awards
The Company may grant performance based awards under its 2004 Plan that are either settled in shares of the Company's common stock or settled in cash depending on the individual award type. Performance based awards may result in the issuance of a range of shares of common stock or cash based on the achievement of defined levels of performance criteria. Performance based awards also carry a three-year service period requirement from the date of grant to vest. Forfeitures are estimated utilizing the Company’s historical forfeiture experience.
A summary of Gentiva's performance based cash award activity by grant year as of March 31, 2014 is presented below:
 
2012
 
2013
 
2014
Service period to vest:
3 years
 
3 years
 
3 years
Performance range of target:
0% - 200%
 
0% - 240%
 
0% - 240%
Performance measured on:
EPS
 
EPS
 
EPS
Performance measurement period:
1/2 based on 2012 results
 
30% based on 2013 results
 
100% based on 2016 results
 
1/2 based on 2014 results
 
70% based on 2015 results
 

Performance target achieved:
2012 - 85%
 
2013 - 0%
 

Performance cash:
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013 - Earned
1,804,656

 
—

 
—

Cancellations
(18,063
)
 
—

 
—

Balance at March 31, 2014 - Earned
1,786,593

 
—

 
—

 
 
 
 
 
 
Balance at December 31, 2013 - Unearned
2,123,125

 
4,613,750

 
—

Granted
—

 
—

 
5,457,750

Performance target not achieved
—

 
(1,051,250
)
 
—

Cancellations
(21,250
)
 
—

 
—

Balance at March 31, 2014 - Unearned
2,101,875

 
3,562,500

 
5,457,750

For the first quarter of 2014, the Company recorded $1.0 million of compensation expense associated with its performance based cash awards as compared to $0.7 million for the corresponding period of 2013. As of March 31, 2014, the Company had unrecognized compensation cost at target of $7.0 million to be recognized over a weighted-average period of 2.2 years.
Restricted Stock
A summary of Gentiva restricted stock activity as of March 31, 2014 is presented below:
 
Number of
Restricted
Shares
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Balance as of December 31, 2013
635,400

 
$
18.27

 
 
Granted
364,000

 
10.77

 
 
Exercised
(88,900
)
 
26.58

 
 
Cancelled
(2,800
)
 
11.60

 
 
Balance as of March 31, 2014
907,700

 
$
14.51

 
$
8,278,224

Nonvested shares expected to vest as of March 31, 2014
823,419

 
14.82

 
7,509,590

The restricted stock fully vests at the end of a three-year or five-year period, depending on the individual grants. Forfeitures are estimated utilizing the Company’s historical forfeiture experience.
As of March 31, 2014, the aggregate intrinsic value of the restricted stock awards was $8.3 million. The Company had $8.1 million and $7.5 million of total unrecognized compensation cost related to restricted stock as of March 31, 2014 and

23

2013, respectively. This compensation expense is expected to be recognized over a weighted-average period of 2.3 years and 2.6, respectively.
Directors Deferred Share Units
Under the Company’s DSU Plan, each non-employee director receives an annual deferred stock unit award credited quarterly and paid in shares of the Company’s common stock following termination of the director’s service on the Board of Directors. The total number of shares of common stock reserved for issuance under this plan is 650,000, of which 187,195 shares were available for future grants as of March 31, 2014. During the first three months of 2014 and 2013, the Company granted 19,642 and 16,404 stock units, respectively, under the DSU Plan at a grant date weighted-average fair value of $10.69 and $10.97 per stock unit, respectively. Under the DSU Plan, 352,418 stock units were outstanding as of March 31, 2014.
Employee Stock Purchase Plan
The Company provides an ESPP under which the offering period is three months and the purchase price of shares is equal to 85 percent of the fair market value of the Company’s common stock on the last day of the three-month offering period. All employees of the Company are eligible to purchase stock under the ESPP regardless of their actual or scheduled hours of service. Under the Company’s ESPP, compensation expense is equal to the 15 percent discount from the fair market value of the Company’s common stock on the date of purchase. During the first three months of 2014 and 2013, the Company issued 83,353 and 86,359 shares of common stock, respectively, under its ESPP.
Note 15.
Legal Matters
Litigation
In addition to the matters referenced in this Note 15, the Company is party to certain legal actions arising in the ordinary course of business, including legal actions arising out of services rendered by its various operations, personal injury and employment disputes. Management does not expect that these other legal actions will have a material adverse effect on the business, financial condition, results of operations, liquidity or capital resources of the Company.
On May 10, 2010, a collective and class action complaint entitled Lisa Rindfleisch et al. v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of New York against the Company in which five former employees ("Plaintiffs") alleged wage and hour law violations. The former employees claimed they were paid pursuant to “an unlawful hybrid” compensation plan that paid them on both a per visit and an hourly basis, thereby voiding their exempt status and entitling them to overtime pay. Plaintiffs alleged continuing violations of federal and state law and sought damages under the Fair Labor Standards Act (“FLSA”), as well as under the New York Labor Law and North Carolina Wage and Hour Act (“NCWHA”). On October 8, 2010, the Court granted the Company’s motion to transfer the venue of the lawsuit to the United States District Court for the Northern District of Georgia. On April 13, 2011, the Court granted Plaintiffs’ motion for conditional certification of the FLSA claims as a collective action. On May 26, 2011, the Court bifurcated the FLSA portion of the suit into a liability phase, in which discovery closed on January 15, 2013, and a potential damages phase, to be scheduled pending outcome of the liability phase. Following a motion for partial summary judgment by the Company regarding the New York state law claims, Plaintiffs agreed voluntarily to dismiss those claims in a filing on December 12, 2011. Plaintiffs filed a motion for certification of a North Carolina state law class for NCWHA claims on January 20, 2012. On August 29, 2012, the Court denied Plaintiffs' motion for certification of a North Carolina state law class. The Company filed a motion for partial summary judgment on Plaintiffs’ claims under the NCWHA on March 22, 2012, which the Court granted on January 16, 2013. On February 14, 2013, the Company filed two motions for partial summary judgment with regard to the Company's liability for Plaintiffs' FLSA claims. On the same day, Plaintiffs filed a motion for partial summary judgment in their favor with regard to the Company's liability. On July 26, 2013, the Court denied the Company's motion for summary judgment with regard to the Company's liability for Plaintiffs' FLSA claims and granted Plaintiffs' motion for summary judgment. On November 4, 2013, the Court denied the Company's motion to amend the District Court's July 26 Order to certify two legal issues for immediate interlocutory appeal to the Eleventh Circuit Court of Appeals. In its Order, the Court established a 30-day deadline for the Company to file its motion for decertification of the FLSA collective action class, which the Company then filed on December 4, 2013. On April 18, 2014, the Court issued an Order granting the Company's motion for decertification and dismissing the opt-in plaintiffs from the lawsuit without prejudice. On the same day, Plaintiffs filed a motion to amend the Court's Order to delay the effective date of the dismissal of the opt-in plaintiffs' claims for 60 days, until June 17, 2014. On May 1, 2014, the Company filed its response opposing Plaintiffs' motion. The Court also issued an Order referring the case to a magistrate judge for mediation, which is scheduled to take place on June 19, 2014. The Court's Order stated that if the parties fail to settle the remaining claims of the named Plaintiffs through mediation, the case will proceed to trial beginning on July 15, 2014. Plaintiffs are seeking attorneys' fees, back wages and liquidated damages going back three years from the filing of the complaint under the FLSA.

24

Based on the information the Company has at this time in the Rindfleisch lawsuit, the Company is unable to assess the probable outcome or potential liability, if any, arising from this proceeding on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for this lawsuit at this time. The Company intends to defend itself vigorously in this lawsuit.
On June 11, 2010, a collective and class action complaint entitled Catherine Wilkie, individually and on behalf of all others similarly situated v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of California against the Company in which a former employee alleged wage and hour violations under the FLSA and California law. The complaint alleged that the Company paid some of its employees on both a per visit and hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The complaint further alleged that California employees were subject to violations of state laws requiring meal and rest breaks, overtime pay, accurate wage statements and timely payment of wages. The plaintiff sought class certification, attorneys’ fees, back wages, penalties and damages going back three years on the FLSA claim and four years on the state wage and hour claims. The Company denies the plaintiff's allegations but, following a March 2012 mediation, agreed to pay a total settlement amount of $5 million to settle the collective and class action claims. The federal district court granted final approval of the settlement on March 26, 2013, and funds were disbursed to the participating class members, 99 percent of whom timely negotiated their settlement checks. The unclaimed wages will escheat to the State of California, and any balance remaining will be distributed to a cy pres beneficiary at the conclusion of the escheat process. A status conference is scheduled for June 22, 2015, at which time the parties will present a final accounting of the settlement fund, and the court is expected to approve distribution of the residual to the cy pres beneficiary and dismiss the case.
On July 10, 2013, the Company was served with a complaint captioned United States ex rel. Vicky White v. Gentiva Health Services, Inc., which had been filed on September 8, 2010 as a qui tam action in United States District Court for the Eastern District of Tennessee by a former employee, Vicky White, as relator. The United States had declined to intervene in this action on April 5, 2013. Relator seeks treble damages and civil penalties under the federal False Claims Act for alleged violations by the Company in presenting false claims for payment and receiving Medicare reimbursement for certain home health services it had provided and also seeks damages relating to her alleged retaliatory discharge by the Company. On September 6, 2013, the Company filed a motion to dismiss the action in its entirety, which remains pending. Given the preliminary stage of this action and the limited information that the Company has regarding this matter, the Company is unable to assess the probable outcome or potential liability, if any, arising from this action. The Company intends to defend itself vigorously in this lawsuit.
Federal Securities Class Action Litigation
Between November 2, 2010 and October 25, 2011, five shareholder class actions were filed against Gentiva and certain of its current and former officers and directors in the United States District Court for the Eastern District of New York. Each of these actions asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "1934 Act") in connection with the Company’s participation in the Medicare Home Health Prospective Payment System (“HH PPS”). Following consolidation of the actions and the appointment of Los Angeles City Employees’ Retirement System as lead plaintiff, on April 16, 2012, a consolidated shareholder class action complaint, captioned In re Gentiva Securities Litigation, Civil Action No. 10-CV-5064, was filed in the United States District Court for the Eastern District of New York. The complaint, which named Gentiva and certain current and former officers and directors as defendants, asserted claims under Sections 10(b) and 20(a) of the 1934 Act, as well as Sections 11 and 15 of the Securities Act of 1933 (the "1933 Act"), in connection with the Company’s participation in the HH PPS. The complaint alleged, among other things, that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock during the period between July 31, 2008 and October 4, 2011. On June 15, 2012, defendants filed a motion to dismiss the complaint. On March 25, 2013, the court granted defendants' motion to dismiss with leave to amend the complaint in accordance with the court's rulings as set forth in its March 25 order. On May 10, 2013, lead plaintiff filed a consolidated amended class action complaint, and, on June 24, 2013, defendants filed a motion to dismiss. On September 19, 2013, the court granted in part and denied in part defendants’ motion to dismiss. As a result of the court’s decision, the named current officers and directors were dismissed from the action, and certain claims against Gentiva and a former officer and a former officer/director remained. On October 3, 2013, the remaining defendants moved for partial reconsideration of the court’s September 19 order. On December 10, 2013, the court granted in part and denied in part the remaining defendants' motion for partial reconsideration. As a result of the court's decision, Gentiva and the former officer were dismissed from the action, and only a Section 10(b) claim against the former officer/director remains. On January 9, 2014, the former officer/director filed an answer to the consolidated amended class action complaint. On January 28, 2014, lead plaintiff filed a motion for the entry of final judgment under Rule 54(b) of the Federal Rules of Civil Procedure. On March 3, 2014, the court granted in part and denied in part lead plaintiff's motion under Rule 54(b), granting the motion to the extent lead plaintiff sought final judgment for the claims brought pursuant to the 1933 Act as to all defendants, and denying the motion to the extent lead

25

plaintiff sought final judgment for the claims brought pursuant to the 1934 Act as to all defendants other than the former officer/director. As a result of the court's decision, on March 6, 2014, the court entered final judgment in favor of all defendants on lead plaintiff's claims under Sections 11 and 15 of the 1933 Act.
Given the preliminary stage of the action, the Company is unable to assess the probable outcome or potential liability, if any, arising from the action on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for the action at this time. The defendants intend to defend themselves vigorously in the action.
Shareholder Derivative Litigation
On January 4, 2011 and October 31, 2011, two actions were filed against certain of Gentiva’s current and former directors in Superior Court of DeKalb County in the State of Georgia, alleging, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The actions were consolidated and, on February 9, 2012, plaintiffs filed a consolidated complaint (the “Georgia State Court Action”). The Georgia State Court Action, which named certain of Gentiva’s current and former directors as defendants, alleged, among other things, that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock. On March 26, 2012, defendants filed a motion to dismiss the Georgia State Court Action and further requested a transfer to the Superior Court of Cobb County. On October 12, 2012, the Cobb County court granted defendants' motion to dismiss the consolidated complaint with prejudice. On November 30, 2012, one of the plaintiffs in the Georgia State Court Action made a demand on Gentiva's board of directors to take action to remedy the breaches of fiduciary duty alleged in the Georgia State Court Action. The board of directors formed a committee (the “Committee”) to consider the demand.
On October 7 and October 13, 2011, two actions were filed against certain of Gentiva’s current and former directors and officers in the United States District Court for the Northern District of Georgia, alleging, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The actions also asserted a claim under Section 14(a) of the Securities Exchange Act of 1934. The actions were consolidated and, on March 5, 2012, plaintiffs filed a consolidated complaint (the “Georgia Federal Court Action”). The Georgia Federal Court Action, which named certain of Gentiva’s current and former directors and officers as defendants, alleged, among other things, that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock. The complaint further alleged that the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders was materially false and misleading. On April 16, 2012, defendants filed a motion to dismiss the Georgia Federal Court Action and, on February 11, 2013, the court granted defendants' motion to dismiss with prejudice.  On March 11, 2013, one of the plaintiffs in the Georgia Federal Court Action filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit. On April 10, 2013, that plaintiff and defendants filed a joint motion to dismiss the appeal with prejudice in the Eleventh Circuit. On April 30, 2013, that motion was granted.  On August 2, 2013 and September 24, 2013, respectively, each of the plaintiffs in the Georgia Federal Court Action made a demand on Gentiva’s board of directors to take action to remedy the breaches of fiduciary duty alleged in the Georgia Federal Court Action.  The demands were considered by the Committee along with the November 30, 2012 demand, and, after conducting an investigation of the allegations contained in each of the three demands, the Committee and the Board determined that taking any or all of the demanded actions would not serve the best interests of Gentiva and its shareholders. Accordingly, the Board voted unanimously to reject the demands.
Government Matters
PRRB Appeal
In connection with the audit of the Company’s 1997 cost reports, the Medicare fiscal intermediary made certain audit adjustments related to the methodology used by the Company to allocate a portion of its residual overhead costs. The Company filed cost reports for years subsequent to 1997 using the fiscal intermediary’s methodology. The Company believed the methodology it used to allocate such overhead costs was accurate and consistent with past practice accepted by the fiscal intermediary; as such, the Company filed appeals with the Provider Reimbursement Review Board (“PRRB”) concerning this issue with respect to cost reports for the years 1997, 1998 and 1999. The Company’s consolidated financial statements for the years 1997, 1998 and 1999 had reflected use of the methodology mandated by the fiscal intermediary. In June 2003, the Company and its Medicare fiscal intermediary signed an Administrative Resolution relating to the issues covered by the appeals pending before the PRRB. Under the terms of the Administrative Resolution, the fiscal intermediary agreed to reopen and adjust the Company’s cost reports for the years 1997, 1998 and 1999 using a modified version of the methodology used by

26

the Company prior to 1997. This modified methodology will also be applied to cost reports for the year 2000, which are finalized and being settled. The Administrative Resolution required that the process to (i) reopen all 1997 cost reports, (ii) determine the adjustments to allowable costs through the issuance of Notices of Program Reimbursement and (iii) make appropriate payments to the Company, be completed in early 2004. Cost reports relating to years subsequent to 1997 were to be reopened after the process for the 1997 cost reports was completed.
The fiscal intermediary completed the reopening of all 1997, 1998 and 1999 cost reports and determined that the adjustment to allowable costs aggregated $15.9 million which the Company has received and recorded as adjustments to net revenues in the fiscal years 2004 through 2006. The 2000 cost reports are now finalized and being settled by the Centers for Medicare & Medicaid Services. In connection with the settlements, the Company recorded approximately $4.0 million as a positive adjustment to net revenues in the third quarter of 2013.
Investigations Involving Odyssey
On May 5, 2008, Odyssey HealthCare, Inc. (“Odyssey”) received a letter from the U.S. Department of Justice (“DOJ”) notifying Odyssey that the DOJ was conducting an investigation of VistaCare, Inc. (“VistaCare”) and requesting that Odyssey provide certain information and documents related to the DOJ’s investigation of claims submitted by VistaCare to Medicare, Medicaid and the U.S. government health insurance plan for active military members, their families and retirees, formerly the Civilian Health and Medical Program of the Uniformed Services (“TRICARE”), from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General’s Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit alleges, among other things, that VistaCare submitted false claims to Medicare and Medicaid for hospice services that were not medically necessary and for hospice services that were referred in violation of the anti-kickback statute. The court unsealed the lawsuit on October 5, 2009 and Odyssey was served on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at such time. The Texas Attorney General also filed a notice of non-intervention with the court. These actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. The relator has continued to pursue the qui tam lawsuit. Odyssey and VistaCare filed motions to dismiss the relator’s complaint on March 30, 2010 and April 2, 2012. The court issued orders on the motions to dismiss on March 9, 2011 and July 23, 2012. Consistent with the court’s orders, relator’s false claims act claims based on alleged medically unnecessary hospice services and for hospice services referred in violation of the anti-kickback statute are permitted to proceed to discovery. On or about September 6, 2013, relator filed her fourth amended complaint. This pleading only alleged wrongdoing against VistaCare from January 1, 2003 through December 31, 2012 and did not allege any wrongdoing against Odyssey or the Company and only asserted claims against them as purported successors in interest. On or about September 27, 2013, VistaCare answered the fourth amended complaint, and the Company and Odyssey moved to dismiss the allegations made against them. That motion is pending before the court, and discovery is continuing. The case has been set for trial on September 21, 2015. VistaCare, Odyssey, and the Company deny the allegations made in this qui tam action and will vigorously defend against them. Based on the information available at this time, the Company cannot predict the outcome of the qui tam lawsuit, the governments’ continuing investigation, the DOJ’s or Texas Attorney General’s views of the issues being investigated, other than the DOJ’s and Texas Attorney General’s notice declining to intervene in the qui tam action, or any actions that the DOJ or Texas Attorney General may take.
On February 23, 2010, Odyssey received a subpoena from the Department of Health and Human Services, Office of Inspector General (“OIG”), requesting various documents and certain patient records of one of Odyssey’s hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and has completed its subpoena production. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated or any actions that the OIG may take.
The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made at this time with regard to the above investigations involving Odyssey. Based on the limited information that Odyssey has at this time regarding such investigations, the Company is unable to predict the impact, if any, that such investigations may have on Odyssey’s and the Company’s business, financial condition, results of operations, liquidity or capital resources.
Note 16.
Income Taxes
The Company recorded a minimal benefit for the first quarter of 2014. The Company’s effective income tax rate for the first quarter of 2014 was 45.9 percent. The difference between the federal statutory income tax rate of 35 percent and the

27

Company’s effective rate of 45.9 percent for the first three months of 2014 is primarily due to state income taxes, net of federal benefit (approximately 5.3 percent), increase in tax reserves (approximately 16.1 percent) and other items (approximately 3.8 percent), offset by tax credits (approximately 14.3 percent).
The Company recorded an income tax benefit of $4.8 million for the first quarter of 2013. The Company’s effective income tax rate for the first quarter of 2013 was 2.5 percent. The difference between the federal statutory income tax rate of 35 percent and the Company’s effective rate of 2.5 percent for the first three months of 2013 is primarily due to the impact of impairment of goodwill and other long-lived assets (approximately 32.7 percent) and other items (approximately 0.1 percent), offset by state income taxes, net of federal benefit (approximately 0.3 percent).
As of March 31, 2014 and December 31, 2013, the Company had tax refund receivables of $25.3 million and $21.2 million, respectively. Tax refund receivables are classified in prepaid expenses and other current assets in the Company’s consolidated balance sheets.
Note 17.
Business Segment Information
The Company’s operations involve servicing its patients and customers through its Home Health, Hospice and Community Care segments.
Home Health
The Home Health segment is comprised of direct home nursing and therapy services operations, including specialty programs. The Company conducts direct home nursing and therapy services operations through licensed and Medicare-certified agencies, located in 38 states, from which the Company provides various combinations of skilled nursing and therapy services and paraprofessional nursing services to adult and elder patients. The Company’s direct home nursing and therapy services operations also deliver services to its customers through focused specialty programs that include:
•
Gentiva Orthopedics, which provides individualized home orthopedic rehabilitation services to patients recovering from joint replacement or other major orthopedic surgery;
•
Gentiva Safe Strides®, which provides therapies for patients with balance issues who are prone to injury or immobility as a result of falling;
•
Gentiva Cardiopulmonary, which helps patients and their physicians manage heart and lung health in a home-based environment;
•
Gentiva Neurorehabilitation, which helps patients who have experienced a neurological injury or condition by removing the obstacles to healing in the patient’s home; and
•
Gentiva Senior Health, which addresses the needs of patients with age-related diseases and issues to effectively and safely stay in their homes.
Hospice
The Hospice segment serves terminally ill patients and their families through Medicare-certified providers operating in 30 states. Comprehensive management of the healthcare services and products needed by hospice patients and their families are provided through the use of an interdisciplinary team. Depending on a patient’s needs, each hospice patient is assigned an interdisciplinary team comprised of a physician, nurse(s), home health aide(s), medical social worker(s), chaplain, dietary counselor and bereavement coordinator, as well as other care professionals.
The Hospice segment also delivers services through focused specialty programs that include:
•
Memory Care Specialty Program, which provides an individualized disease management program addressing the physical needs specific to Alzheimer's and dementia patients and support mechanisms for their caregivers; and
•
Cardiac Specialty Program, which helps patients and their physicians aggressively manage symptoms associated with heart disease, focusing on quality of life and pain control.
Community Care
The Community Care segment serves patients who have chronic or long-term disabilities who need help with routine personal care operating in 5 states: Texas, Missouri, Oklahoma, North Carolina and Kansas. These services include help with personal needs, such as bathing and dressing, and household activities, such as laundry and shopping, all of which help enable

28

the patient to remain at home. Community Care services are funded primarily through state Medicaid programs which vary state to state.
Corporate Expenses
Corporate expenses consist of costs relating to executive management and corporate and administrative support functions that are not directly attributable to a specific segment, including equity-based compensation expense. Corporate and administrative support functions represent primarily information services, accounting and finance, tax compliance, risk management, procurement, marketing, clinical administration, training, legal and human resource benefits and administration.
Other Information
The Company’s senior management evaluates performance and allocates resources based on operating contributions of the reportable segments, which exclude corporate expenses, depreciation, amortization and net interest costs, but include revenues and all other costs (including special items) directly attributable to the specific segment. Segment assets represent net accounts receivable, identifiable intangible assets, goodwill, and certain other assets associated with segment activities. All other assets are assigned to corporate assets for the benefit of all segments for the purposes of segment disclosure.
Segment net revenues by major payer source were as follows (in millions): 
 
First Quarter
 
2014
 
2013
 
Home
Health
 
Hospice
 
Community Care
 
Total
 
Home
Health
 
Hospice
 
Total
Medicare
$
208.8

 
$
163.2

 
$
—

 
$
372.0

 
$
193.1

 
$
167.3

 
$
360.4

Medicaid and Local Government
8.5

 
6.2

 
56.4

 
71.1

 
11.2

 
7.0

 
18.2

Commercial Insurance and Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
Paid at episodic rates
15.6

 
—

 
—

 
15.6

 
14.3

 
—

 
14.3

Other
23.1

 
5.0

 
0.7

 
28.8

 
17.5

 
5.2

 
22.7

Total net revenues
$
256.0

 
$
174.4

 
$
57.1

 
$
487.5

 
$
236.1

 
$
179.5

 
$
415.6



29

Segment information about the Company’s operations is as follows (in thousands)
 
Home Health
 
 
Hospice
 
 
Community Care
 
 
Total
 
For the three months ended March 31, 2014 (Restated)
 
 
 
 
 
 
 
 
 
 
 
Net revenue
$
255,976

  
 
$
174,402

  
 
$
57,127

 
 
$
487,505

  
Operating contribution
$
29,603

(1)
 
$
17,544

(1)
 
$
9,279


 
$
56,426

  
Corporate expenses
 
 
 
 
 
 
 
 
 
(24,562
)
(1)
Depreciation and amortization
 
 
 
 
 
 
 
 
 
(7,552
)
 
Interest expense and other, net
 
 
 
 
 
 
 
 
 
(24,498
)
 
Loss before income taxes
 
 
 
 
 
 
 
 
 
$
(186
)
  
Segment assets
$
406,260

 
 
$
349,032

 
 
$
170,607

 
 
$
925,899

  
Corporate assets
 
 
 
 
 
 
 
 
 
298,781

  
Total assets
 
 
 
 
 
 
 
 
 
$
1,224,680

  
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended March 31, 2013 (Revised)
 
 
 
 
 
 
 
 
 
 
 
Net revenue
$
236,061

  
 
$
179,530

  
 
$
—

 
 
$
415,591

  
Operating contribution
$
30,188

 
 
$
27,421

 
 
$
—

 
 
$
57,609

  
Corporate expenses
 
 
 
 
 
 
 
 
 
(18,687
)
(1)
Goodwill and other long-lived asset impairment
 
 
 
 
 
 
 
 
 
(210,672
)
(2)
Depreciation and amortization
 
 
 
 
 
 
 
 
 
(4,781
)
 
Interest expense and other, net
 
 
 
 
 
 
 
 
 
(22,293
)
 
Loss before income taxes
 
 
 
 
 
 
 
 
 
$
(198,824
)
  
Segment assets
$
248,789

 
 
$
646,560

(2)
 
$
—

 
 
$
895,349

  
Corporate assets
 
 
 
 
 
 
 
 
 
356,444

(2)
Total assets
 
 
 
 
 
 
 
 
 
$
1,251,793

  
(1)
For the three months ended March 31, 2014 and 2013, the Company recorded charges relating to cost savings initiatives and acquisition and integration activities of $5.3 million and $0.1 million, respectively. See Note 9 for additional information.
The charges were reflected as follows for segment reporting purposes (in millions): 
 
First Quarter
 
2014
 
2013
Home Health
$
0.6

 
$
—

Hospice
2.8

 
—

Corporate expenses
1.9

 
0.1

Total
$
5.3

 
$
0.1

(2)
At March 31, 2013, the Company performed an interim impairment test of its Hospice reporting unit. Based on the results of the interim impairment test, the Company recorded a non-cash impairment charge relating to goodwill of approximately $207.2 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. See Note 10.
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.
Hospice and corporate assets were reduced by $207.2 million and $3.5 million , respectively, as a result of the impairment.


30

Note 18.
Supplemental Guarantor and Non-Guarantor Financial Information
Gentiva’s guarantor subsidiaries are guarantors to the Company’s debt securities which are registered under the Securities Act of 1933, as amended. The condensed consolidating financial statements presented below are provided pursuant to Rule 3-10 of Regulation S-X. Separate financial statements of each subsidiary guaranteeing Gentiva’s debt securities are not presented because the guarantor subsidiaries are jointly and severally, fully and unconditionally liable under the guarantees, and 100 percent owned by the Company. There are no restrictions on the ability to obtain funds from these subsidiaries by dividends or other means.
The following condensed consolidating financial statements include the balance sheets as of March 31, 2014 and December 31, 2013, statements of comprehensive income for the three months ended March 31, 2014 and 2013 and statements of cash flows for the three months ended March 31, 2014 and 2013 of (i) Gentiva Health Services, Inc. and (ii) its guarantor subsidiaries (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting) and its non-guarantor subsidiaries along with eliminations necessary to arrive at the information for the Company on a consolidated basis.
In connection with the restatement of the Company's audited consolidated financial statements, the Company has restated its condensed consolidated balance sheet, condensed consolidated statement of comprehensive income and condensed consolidated statement of cash flows as of and for the year ended December 31, 2013, due to a correction in the Company's accounting for its licenses related to closed or consolidated locations and to correct certain assumptions used in its valuation models for testing of goodwill and indefinite-lived intangible assets. See Note 2 for additional information.
The Company also restated its condensed consolidated balance sheet as of December 31, 2013 and restated its condensed consolidated statement of comprehensive income and condensed consolidated statement of cash flows March 31, 2013 to appropriately recognize the change in status of one of its non-controlling interests from a non-guarantor subsidiary to a guarantor subsidiary, effective October 18, 2013.
The Company assessed the materiality of the revisions noted above and concluded that they were not material to any of the Company's previously issued financial statements.



31


Condensed Consolidating Balance Sheet
March 31, 2014
(In thousands)
 
As Reported
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
31,002

 
$
—

 
$
31,882

 
$
—

 
$
62,884

Receivables, net
—

 
285,494

 
53,558

 
(47,714
)
 
291,338

Deferred tax assets, net
—

 
22,848

 
3,242

 
—

 
26,090

Prepaid expenses and other current assets
—

 
55,939

 
10,729

 
—

 
66,668

Total current assets
31,002

 
364,281

 
99,411

 
(47,714
)
 
446,980

Notes receivable from CareCentrix
—

 
28,471

 
—

 
—

 
28,471

Fixed assets, net
—

 
46,612

 
576

 
—

 
47,188

Intangible assets, net
—

 
252,132

 
2,600

 
—

 
254,732

Goodwill
—

 
381,150

 
8,931

 
—

 
390,081

Investment in subsidiaries
813,960

 
29,125

 
—

 
(843,085
)
 
—

Other assets
27,012

 
40,463

 
7

 
—

 
67,482

Total assets
$
871,974

 
$
1,142,234

 
$
111,525

 
$
(890,799
)
 
$
1,234,934

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
47,263

 
$
—

 
$
—

 
$
—

 
$
47,263

Accounts payable
—

 
55,670

 
—

 
(43,074
)
 
12,596

Other current liabilities
1,917

 
212,335

 
78,296

 
(4,640
)
 
287,908

Total current liabilities
49,180

 
268,005

 
78,296

 
(47,714
)
 
347,767

Long-term debt
1,118,197

 
—

 
—

 
—

 
1,118,197

Deferred tax liabilities, net
—

 
14,711

 
—

 
—

 
14,711

Other liabilities
6,285

 
45,558

 
—

 
—

 
51,843

Total Gentiva shareholders’ (deficit) equity
(301,688
)
 
813,960

 
29,125

 
(843,085
)
 
(301,688
)
Noncontrolling interests
—

 
—

 
4,104

 
—

 
4,104

Total (deficit) equity
(301,688
)
 
813,960

 
33,229

 
(843,085
)
 
(297,584
)
Total liabilities and equity (deficit)
$
871,974

 
$
1,142,234

 
$
111,525

 
$
(890,799
)
 
$
1,234,934


Restatement Adjustment
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Intangible assets, net
$
—

 
$
(3,660
)
 
$
—

 
$
—

 
$
(3,660
)
Goodwill
—

 
(6,594
)
 
—

 
—

 
(6,594
)
Investment in subsidiaries
(8,490
)
 
—

 
—

 
8,490

 
—

Total assets
$
(8,490
)
 
$
(10,254
)
 
$
—

 
$
8,490

 
$
(10,254
)
Deferred tax liabilities, net
—

 
(1,764
)
 
—

 
—

 
(1,764
)
Total Gentiva shareholders’ equity
(8,490
)
 
(8,490
)
 
—

 
8,490

 
(8,490
)
Total equity
$
(8,490
)
 
$
(8,490
)
 
$
—

 
$
8,490

 
$
(8,490
)
Total liabilities and equity
$
(8,490
)
 
$
(10,254
)
 
$
—

 
$
8,490

 
$
(10,254
)

32

Other Restatement Adjustments
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Cash and cash equivalents
$
310

 
$
—

 
$
(310
)
 
$
—

 
$
—

Receivables, net
—

 
2,530

 
(2,530
)
 
—

 
—

Prepaid expenses and other current assets
—

 
11

 
(11
)
 
—

 
—

Total current assets
310

 
2,541

 
(2,851
)
 
—

 
—

Fixed assets, net
—

 
40

 
(40
)
 
—

 
—

Intangible assets, net
—

 
—

 
—

 
—

 
—

Goodwill
—

 
2,457

 
(2,457
)
 
—

 
—

Investment in subsidiaries
(310
)
 
(5,020
)
 
—

 
5,330

 
—

Total assets
—

 
18

 
(5,348
)
 
5,330

 
—

Other current liabilities
—

 
328

 
(328
)
 
—

 
—

Total current liabilities
—

 
328

 
(328
)
 
—

 
—

Deferred tax liabilities, net
—

 
—

 
—

 
—

 
—

Total Gentiva shareholders’ equity
—

 
(310
)
 
(5,020
)
 
5,330

 
—

Total equity
—

 
(310
)
 
(5,020
)
 
5,330

 
—

Total liabilities and equity
$
—

 
$
18

 
$
(5,348
)
 
$
5,330

 
$
—



33

As Restated
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
31,312

 
$
—

 
$
31,572

 
$
—

 
$
62,884

Receivables, net
—

 
288,024

 
51,028

 
(47,714
)
 
291,338

Deferred tax assets, net
—

 
22,848

 
3,242

 
—

 
26,090

Prepaid expenses and other current assets
—

 
55,950

 
10,718

 
—

 
66,668

Total current assets
31,312

 
366,822

 
96,560

 
(47,714
)
 
446,980

Notes receivable from CareCentrix
—

 
28,471

 
—

 
—

 
28,471

Fixed assets, net
—

 
46,652

 
536

 
—

 
47,188

Intangible assets, net
—

 
248,472

 
2,600

 
—

 
251,072

Goodwill
—

 
377,013

 
6,474

 
—

 
383,487

Investment in subsidiaries
805,160

 
24,105

 
—

 
(829,265
)
 
—

Other assets
27,012

 
40,463

 
7

 
—

 
67,482

Total assets
$
863,484

 
$
1,131,998

 
$
106,177

 
$
(876,979
)
 
$
1,224,680

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
47,263

 
$
—

 
$
—

 
$
—

 
$
47,263

Accounts payable
—

 
55,670

 
—

 
(43,074
)
 
12,596

Other current liabilities
1,917

 
212,663

 
77,968

 
(4,640
)
 
287,908

Total current liabilities
49,180

 
268,333

 
77,968

 
(47,714
)
 
347,767

Long-term debt
1,118,197

 
—

 
—

 
—

 
1,118,197

Deferred tax liabilities, net
—

 
12,947

 
—

 
—

 
12,947

Other liabilities
6,285

 
45,558

 
—

 
—

 
51,843

Total Gentiva shareholders’ (deficit) equity
(310,178
)
 
805,160

 
24,105

 
(829,265
)
 
(310,178
)
Noncontrolling interests
—

 
—

 
4,104

 
—

 
4,104

Total (deficit) equity
(310,178
)
 
805,160

 
28,209

 
(829,265
)
 
(306,074
)
Total liabilities and equity (deficit)
$
863,484

 
$
1,131,998

 
$
106,177

 
$
(876,979
)
 
$
1,224,680



34

Condensed Consolidating Balance Sheet
December 31, 2013
(In thousands)
 
 
Gentiva Health
Services, Inc. (Restated)
 
Guarantor
Subsidiaries (Restated)
 
Non-Guarantor
Subsidiaries (Restated)
 
Eliminations (Restated)
 
Consolidated
Total (Restated)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
55,388

 
$
—

 
$
31,569

 
$
—

 
$
86,957

Receivables, net
—

 
284,637

 
33,878

 
(28,610
)
 
289,905

Deferred tax assets, net
—

 
25,845

 
2,308

 
—

 
28,153

Prepaid expenses and other current assets
—

 
52,971

 
11,775

 
—

 
64,746

Total current assets
55,388

 
363,453

 
79,530

 
(28,610
)
 
469,761

Note receivable from CareCentrix
—

 
28,471

 
—

 
—

 
28,471

Fixed assets, net
—

 
48,855

 
520

 
—

 
49,375

Intangible assets, net
—

 
251,127

 
2,600

 
—

 
253,727

Goodwill
—

 
379,880

 
3,607

 
—

 
383,487

Investment in subsidiaries
782,470

 
23,493

 
—

 
(805,963
)
 
—

Other assets
28,266

 
40,375

 
6

 
—

 
68,647

Total assets
$
866,124

 
$
1,135,654

 
$
86,263

 
$
(834,573
)
 
$
1,253,468

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
45,325

 
$
—

 
$
—

 
$
—

 
$
45,325

Accounts payable
—

 
15,377

 
282

 
—

 
15,659

Other current liabilities
—

 
283,483

 
59,613

 
(28,610
)
 
314,486

Total current liabilities
45,325

 
298,860

 
59,895

 
(28,610
)
 
375,470

Long-term debt
1,124,432

 
—

 
—

 
—

 
1,124,432

Deferred tax liabilities, net
—

 
8,483

 
—

 
—

 
8,483

Other liabilities
7,243

 
45,841

 
—

 
—

 
53,084

Total Gentiva shareholders’ (deficit) equity
(310,876
)
 
782,470

 
23,493

 
(805,963
)
 
(310,876
)
Noncontrolling interests
—

 
—

 
2,875

 
—

 
2,875

Total (deficit) equity
(310,876
)
 
782,470

 
26,368

 
(805,963
)
 
(308,001
)
Total liabilities and equity (deficit)
$
866,124

 
$
1,135,654

 
$
86,263

 
$
(834,573
)
 
$
1,253,468


35

Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended March 31, 2014
(In thousands)
 
As Reported
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net revenues
$
—

 
$
474,694

 
$
17,945

 
$
(5,134
)
 
$
487,505

Cost of services sold
—

 
266,093

 
12,109

 
(5,134
)
 
273,068

Gross profit
—

 
208,601

 
5,836

 
—

 
214,437

Selling, general and administrative expenses
—

 
(183,887
)
 
(5,133
)
 
—

 
(189,020
)
Interest (expense) and other, net
(24,550
)
 
—

 
52

 
—

 
(24,498
)
Equity in earnings of subsidiaries
15,911

 
254

 
—

 
(16,165
)
 
—

(Loss) income before income taxes
(8,639
)
 
24,968

 
755

 
(16,165
)
 
919

Income tax benefit (expense)
8,953

 
(9,057
)
 
(317
)
 
—

 
(421
)
Net income
314

 
15,911

 
438

 
(16,165
)
 
498

Noncontrolling interests
—

 
—

 
(184
)
 
—

 
(184
)
Net income attributable to Gentiva shareholders
$
314

 
$
15,911

 
$
254

 
$
(16,165
)
 
$
314

Total comprehensive income
$
314

 
$
15,911

 
$
438

 
$
(16,165
)
 
$
498


Restatement Adjustments
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Selling, general and administrative expenses
—

 
(1,105
)
 
—

 
—

 
(1,105
)
Equity in earnings of subsidiaries
(683
)
 
—

 
—

 
683

 
—

Loss from continuing operations before income taxes
(683
)
 
(1,105
)
 
—

 
683

 
(1,105
)
Income tax benefit
—

 
422

 
—

 
—

 
422

Net loss
(683
)
 
(683
)
 
—

 
683

 
(683
)
Net loss attributable to Gentiva shareholders
(683
)
 
(683
)
 
—

 
683

 
(683
)
Comprehensive loss
(683
)
 
(683
)
 
—

 
683

 
(683
)

Other Restatement Adjustments
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net revenues
—

 
951

 
(951
)
 
—

 
—

Cost of services sold
—

 
501

 
(501
)
 
—

 
—

Gross profit
—

 
450

 
(450
)
 
—

 
—

Selling, general and administrative expenses
—

 
(234
)
 
234

 
—

 
—

Equity in earnings of subsidiaries
—

 
(130
)
 
—

 
130

 
—

Income (loss) from continuing operations before income taxes
—

 
86

 
(216
)
 
130

 
—

Income tax (expense) benefit
—

 
(86
)
 
86

 
—

 
—

Net loss
—

 
—

 
(130
)
 
130

 
—

Net loss attributable to Gentiva shareholders
—

 
—

 
(130
)
 
130

 
—

Comprehensive loss
—

 
—

 
(130
)
 
130

 
—


36

As Restated
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net revenues
$
—

 
$
475,645

 
$
16,994

 
$
(5,134
)
 
$
487,505

Cost of services sold
—

 
266,594

 
11,608

 
(5,134
)
 
273,068

Gross profit
—

 
209,051

 
5,386

 
—

 
214,437

Selling, general and administrative expenses
—

 
(185,226
)
 
(4,899
)
 
—

 
(190,125
)
Interest (expense) and other, net
(24,550
)
 
—

 
52

 
—

 
(24,498
)
Equity in earnings of subsidiaries
15,228

 
124

 
—

 
(15,352
)
 
—

(Loss) income before income taxes
(9,322
)
 
23,949

 
539

 
(15,352
)
 
(186
)
Income tax benefit (expense)
8,953

 
(8,721
)
 
(231
)
 
—

 
1

Net (loss) income
(369
)
 
15,228

 
308

 
(15,352
)
 
(185
)
Noncontrolling interests
—

 
—

 
(184
)
 
—

 
(184
)
Net (loss) income attributable to Gentiva shareholders
$
(369
)
 
$
15,228

 
$
124

 
$
(15,352
)
 
$
(369
)
Total comprehensive (loss) income
$
(369
)
 
$
15,228

 
$
308

 
$
(15,352
)
 
$
(185
)


37

Condensed Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2013
(In thousands)
As Reported
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net revenues
$
—

 
$
403,144

 
$
15,626

 
$
(3,179
)
 
$
415,591

Cost of services sold
—

 
213,202

 
11,550

 
(3,179
)
 
221,573

Gross profit
—

 
189,942

 
4,076

 
—

 
194,018

Selling, general and administrative expenses
—

 
(155,249
)
 
(4,628
)
 
—

 
(159,877
)
Goodwill and other long-lived asset impairment
—

 
(224,320
)
 
—

 
—

 
(224,320
)
Interest (expense) and other, net
(22,310
)
 
—

 
17

 
—

 
(22,293
)
Equity in earnings of subsidiaries
(193,791
)
 
(397
)
 
—

 
194,188

 
—

Loss before income taxes
(216,101
)
 
(190,024
)
 
(535
)
 
194,188

 
(212,472
)
Income tax benefit (expense)
8,924

 
(3,767
)
 
259

 
—

 
5,416

Net loss
(207,177
)
 
(193,791
)
 
(276
)
 
194,188

 
(207,056
)
Noncontrolling interests
—

 
—

 
(121
)
 
—

 
(121
)
Net loss attributable to Gentiva shareholders
$
(207,177
)
 
$
(193,791
)
 
$
(397
)
 
$
194,188

 
$
(207,177
)
Total comprehensive loss
$
(207,177
)
 
$
(193,791
)
 
$
(276
)
 
$
194,188

 
$
(207,056
)
Revision Adjustments
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Goodwill and other long-lived asset impairment
$
—

 
$
13,648

 
$
—

 
$
—

 
$
13,648

Equity in earnings of subsidiaries
13,039

 
—

 
—

 
(13,039
)
 
—

Loss before income taxes
13,039

 
13,648

 
—

 
(13,039
)
 
13,648

Income tax benefit (expense)
—

 
(609
)
 
—

 
—

 
(609
)
Net loss
13,039

 
13,039

 
—

 
(13,039
)
 
13,039

Net loss attributable to Gentiva shareholders
13,039

 
13,039

 
—

 
(13,039
)
 
13,039

Total comprehensive loss
13,039

 
13,039

 
—

 
(13,039
)
 
13,039

As Revised
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net revenues
$
—

 
$
403,144

 
$
15,626

 
$
(3,179
)
 
$
415,591

Cost of services sold
—

 
213,202

 
11,550

 
(3,179
)
 
221,573

Gross profit
—

 
189,942

 
4,076

 
—

 
194,018

Selling, general and administrative expenses
—

 
(155,249
)
 
(4,628
)
 
—

 
(159,877
)
Goodwill and other long-lived asset impairment
—

 
(210,672
)
 
—

 
—

 
(210,672
)
Interest (expense) and other, net
(22,310
)
 
—

 
17

 
—

 
(22,293
)
Equity in earnings of subsidiaries
(180,752
)
 
(397
)
 
—

 
181,149

 
—

Loss before income taxes
(203,062
)
 
(176,376
)
 
(535
)
 
181,149

 
(198,824
)
Income tax benefit (expense)
8,924

 
(4,376
)
 
259

 
—

 
4,807

Net loss
(194,138
)
 
(180,752
)
 
(276
)
 
181,149

 
(194,017
)
Noncontrolling interests
—

 
—

 
(121
)
 
—

 
(121
)
Net loss attributable to Gentiva shareholders
$
(194,138
)
 
$
(180,752
)
 
$
(397
)
 
$
181,149

 
$
(194,138
)
Total comprehensive loss
$
(194,138
)
 
$
(180,752
)
 
$
(276
)
 
$
181,149

 
$
(194,017
)
 


38


 

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2014
(In thousands)
 
As Reported
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
$
(11,806
)
 
$
(5,012
)
 
$
(597
)
 
$
(328
)
 
$
(17,743
)
INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchase of fixed assets
—

 
(3,104
)
 
(54
)
 
—

 
(3,158
)
Proceeds from sale of assets
—

 
191

 
—

 
—

 
191

Net cash used in investing activities
—

 
(2,913
)
 
(54
)
 
—

 
(2,967
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common stock
597

 
—

 
—

 
—

 
597

Windfall tax benefits associated with equity-based compensation
6

 
—

 
—

 
—

 
6

Repayment of long-term debt
(4,581
)
 
—

 
—

 
—

 
(4,581
)
Minority interest capital contributions
—

 
—

 
1,160

 


 
1,160

Distribution to minority interests
—

 
—

 
(115
)
 


 
(115
)
Distribution to majority interests
—

 
—

 
(328
)
 
328

 
—

Other
(337
)
 
(28
)
 
(65
)
 
—

 
(430
)
Net payments related to intercompany financing
(7,953
)
 
7,953

 
—

 
—

 
—

Net cash (used in) provided by financing activities
(12,268
)
 
7,925

 
652

 
328

 
(3,363
)
Net change in cash and cash equivalents
(24,074
)
 
—

 
1

 
—

 
(24,073
)
Cash and cash equivalents at beginning of period
55,076

 
—

 
31,881

 
—

 
86,957

Cash and cash equivalents at end of period
$
31,002

 
$
—

 
$
31,882

 
$
—

 
$
62,884


Other Restatement Adjustments
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net cash provided by (used in) by operating activities
$
—

 
$
157

 
$
(157
)
 
$
—

 
$
—

Purchase of fixed assets
—

 
(15
)
 
15

 
—

 
—

Net cash used in investing activities
—

 
(15
)
 
15

 
—

 
—

Other
(144
)
 
—

 
144

 
—

 
—

Net payments related to intercompany financing
142

 
(142
)
 
—

 
—

 
—

Net cash used in financing activities
(2
)
 
(142
)
 
144

 
—

 
—

Net change in cash and cash equivalents
(2
)
 
—

 
2

 
—

 
—

Cash and cash equivalents at beginning of period
312

 
—

 
(312
)
 
—

 
—

Cash and cash equivalents at end of period
310

 
—

 
(310
)
 
—

 
—


39

As Restated
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
(11,806
)
 
(4,855
)
 
(754
)
 
(328
)
 
(17,743
)
INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchase of fixed assets
—

 
(3,119
)
 
(39
)
 
—

 
(3,158
)
Proceeds from sale of assets
—

 
191

 
—

 
—

 
191

Net cash used in investing activities
—

 
(2,928
)
 
(39
)
 
—

 
(2,967
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common stock
597

 
—

 
—

 
—

 
597

Windfall tax benefits associated with equity-based compensation
6

 
—

 
—

 
—

 
6

Repayment of long-term debt
(4,581
)
 
—

 
—

 
—

 
(4,581
)
Minority interest capital contributions
—

 
—

 
1,160

 
—

 
1,160

Distribution to minority interests
—

 
—

 
(115
)
 
—

 
(115
)
Distribution to majority interests
—

 
—

 
(328
)
 
328

 
—

Other
(481
)
 
(28
)
 
79

 
—

 
(430
)
Net payments related to intercompany financing
(7,811
)
 
7,811

 
—

 
—

 
—

Net cash (used in) provided by financing activities
(12,270
)
 
7,783

 
796

 
328

 
(3,363
)
Net change in cash and cash equivalents
(24,076
)
 
—

 
3

 
—

 
(24,073
)
Cash and cash equivalents at beginning of period
55,388

 
—

 
31,569

 
—

 
86,957

Cash and cash equivalents at end of period
31,312

 
—

 
31,572

 
—

 
62,884




40

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2013
(In thousands)
 
 
Gentiva Health
Services, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(8,314
)
 
$
(13,821
)
 
$
1,575

 
$
—

 
$
(20,560
)
INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchase of fixed assets
—

 
(2,646
)
 
(52
)
 
—

 
(2,698
)
Net cash used in investing activities
—

 
(2,646
)
 
(52
)
 
—

 
(2,698
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common stock
992

 
—

 
—

 
—

 
992

Windfall tax benefits associated with equity-based compensation
72

 
—

 
—

 
—

 
72

Repayment of long-term debt
(25,000
)
 
—

 
—

 
—

 
(25,000
)
Debt issuance costs
—

 
—

 
—

 
—

 
—

Distribution to minority interests
387

 
(28
)
 
(599
)
 
—

 
(240
)
Other
(23
)
 
—

 
—

 
—

 
(23
)
Net payments related to intercompany financing
(16,495
)
 
16,495

 
—

 
—

 
—

Net cash (used in) provided by financing activities
(40,067
)
 
16,467

 
(599
)
 
—

 
(24,199
)
Net change in cash and cash equivalents
(48,381
)
 
—

 
924

 
—

 
(47,457
)
Cash and cash equivalents at beginning of period
166,140

 
—

 
40,912

 
—

 
207,052

Cash and cash equivalents at end of period
$
117,759

 
$
—

 
$
41,836

 
$
—

 
$
159,595




41

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Quarterly Report on Form 10-Q/A, 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. Such factors include, among others, the following:
•
general economic and business conditions;
•
demographic changes;
•
changes in, or failure to comply with, existing governmental regulations;
•
impact on the 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 severe weather conditions, 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 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.
Forward-looking statements are found throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q/A. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”), the Company does not have any intention or obligation to publicly release any revisions to forward-looking statements to reflect unforeseen or other events after the date of this report. The Company has provided a detailed discussion of risk factors in its Annual Report on Form 10-K/A for the year ended December 31, 2013 and in various other filings with the SEC. The reader is encouraged to review these risk factors and filings.
General
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of Gentiva’s results of operations and financial position. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this report.
The Company’s results of operations are impacted by various regulations and other matters that are implemented from time to time in its industry, some of which are described in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2013 and in other filings with the SEC.

42

Overview
Gentiva Health Services, Inc. (“Gentiva” or the “Company”) is a leading provider of home health services, hospice services and community care services serving patients through approximately 500 locations in 40 states.
The Company provides 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. Gentiva’s revenues are generated from federal and state government programs, commercial insurance and individual consumers.
The federal and state government programs under which the Company generates a majority of its net revenues are subject to legislative and other risk factors that can make it difficult to determine future reimbursement rates for Gentiva’s services to its patients. In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act (“Affordable Care Act”), which represents a $39.5 billion reduction in Medicare home health spending over an extended period. The law phases in the reductions over seven years, including rebasing of Medicare reimbursement rates over a four year period beginning in 2014, with reductions resulting from rebasing not to exceed 3.5 percent in any one year. The Company anticipates that many of the provisions of the Affordable Care Act may be subject to further clarification and modification through the rule-making process.
The commercial insurance industry is continually seeking ways to control the cost of services to patients that it covers. One of the ways it seeks to control costs is to require greater efficiencies from its providers, including home healthcare companies. Various states have addressed budget pressures by considering or implementing reductions in various healthcare programs, including reductions in rates or changes in patient eligibility requirements. The Company has also decided to reduce participation in certain Medicaid and other state and county programs.
The Company believes that several marketplace factors can contribute to its future growth. First, the Company is a leader in a highly fragmented home healthcare and hospice industry populated by more than 16,000 Medicare certified providers of varying size and resources. Second, the cost of a home healthcare visit to a patient can be significantly lower than the cost of an average day in a hospital or skilled nursing institution and third, the demand for home care is expected to grow, primarily due to an aging U.S. population. In addition, the Company expanded its service offerings in 2013 to include community care services through its Harden acquisition in order to expand it presence along the continuum of care. The Company expects to capitalize on these factors through a determined set of strategic priorities, as follows: growing revenues from services provided to the geriatric population, with a particular emphasis on expanding the penetration of the Company’s innovative specialty programs; focusing on clinical associate recruitment, retention and productivity; evaluating and closing opportunistic acquisitions; seeking further operating leverage through more efficient utilization of existing resources; implementing technology to support the Company’s various initiatives; and strengthening the Company’s balance sheet to support future growth. The Company anticipates executing these strategies by continuing to expand its sales presence, making operational improvements and deploying new technologies, providing employees with leadership training and instituting retention initiatives, ensuring strong ethics and corporate governance, and focusing on shareholder value.
Management intends the discussion of the Company’s financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect the Company’s financial statements.
The Company’s operations involve servicing its patients and customers through its Home Health, Hospice and Community Care segments. This presentation aligns financial reporting with the manner in which the Company manages its business operations with a focus on the strategic allocation of resources and separate branding strategies between the business segments. See Note 17 to the Company's consolidated financial statements for a description of the Company's reporting segments.
Restatement and Revision of Previously Reported Consolidated Financial Information

This "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" has been amended and restated to give effect to the restatement of our unaudited consolidated financial statements for the quarter ended March 31, 2013 and as of December 31, 2013 for our consolidated balance sheet and has revised, where necessary, financial and related information for the quarter ended March 31, 2013, due to a correction in the Company's accounting for its licenses related to closed or consolidated locations and to correct certain assumptions used in its valuation models for testing goodwill and indefinite-lived intangible assets. See Note 2 to the Company's consolidated financial statements for additional information.

43

Results of Operations
The comparison of results of operations between 2014 and 2013 has been impacted significantly by the following items:
•
The Company recorded net charges relating to restructuring, acquisition and integration activities of $5.3 million for first quarter of 2014 and $0.1 million in the first quarter of 2013.
•
The Company completed a significant acquisition and closed a significant number of branch operations affecting the reporting periods presented as follows:
•
The Company completed the acquisition of Harden Healthcare Holdings, Inc. and its home health, hospice and community care businesses on October 18, 2013. Annualized net revenues of Harden at acquisition date approximated $145 million from home health, $110 million from hospice and $221 million from community care. Net revenues specific to Harden for the first quarter of 2014 are not available as subsequent to the acquisition date the Company has undertaken significant consolidations and closures of Harden branches in overlapping and smaller markets for which reporting of separate results is no longer available.
•
During the fourth quarter of 2013 and continuing through the first quarter of 2014, the Company undertook a branch rationalization initiative to review under performing branches and has closed or consolidated 94 branches through the first quarter of 2014. As a result of the branch rationalization activities, the Company’s net revenues comparisons were negatively impacted for the first quarter of 2014 by approximately $8.0 million as compared to the corresponding period of 2013.
•
At March 31, 2013, the Company performed an interim impairment test of its Hospice reporting unit. Based on the results of the interim impairment test, the Company recorded a non-cash impairment charge relating to goodwill of approximately $207.2 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.
Net Revenues
A summary of the Company’s net revenues by segment follows (in millions):
 
First Quarter
 
2014
 
2013
 
Percentage
Variance
Home Health
$
256.0

 
$
236.1

 
8.4
 %
Hospice
174.4

 
179.5

 
(2.9
)%
Community Care
57.1

 
—

 
—
 %
Total net revenues
$
487.5

 
$
415.6

 
17.3
 %
Net revenues by major payer source are as follows (in millions): 
 
First Quarter
 
2014
 
2013
 
Home
Health
 
Hospice
 
Community Care
 
Total
 
Home
Health
 
Hospice
 
Total
Medicare
$
208.8

 
$
163.2

 
$
—

 
$
372.0

 
$
193.1

 
$
167.3

 
$
360.4

Medicaid and Local Government
8.5

 
6.2

 
56.4

 
71.1

 
11.2

 
7.0

 
18.2

Commercial Insurance and Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
Paid at episodic rates
15.6

 
—

 
—

 
15.6

 
14.3

 
—

 
14.3

Other
23.1

 
5.0

 
0.7

 
28.8

 
17.5

 
5.2

 
22.7

Total net revenues
$
256.0

 
$
174.4

 
$
57.1

 
$
487.5

 
$
236.1

 
$
179.5

 
$
415.6

 

44

For the first quarter of 2014 as compared to the first quarter of 2013, net revenues increased by $71.9 million, or 17.3 percent, to $487.5 million from $415.6 million, primarily related to the acquisition of Harden on October 18, 2013.
Home Health
Home Health segment revenues are derived from all three payer groups: Medicare, Medicaid and Local Government and Commercial Insurance and Other. First quarter 2014 net revenues were $256.0 million, an increase of $19.9 million, or 8.4 percent, from $236.1 million in the prior year period. The increase is primarily attributable to the Harden acquisition partially offset by (i) the net decrease in Medicare reimbursement rates, effective January 1, 2014 and (ii) the effect of the 2 percent Medicare rate reduction, known as sequestration, effective April 1, 2013.
The Company’s episodic revenues increased 8.2 percent for the first quarter of 2014. A summary of the Company’s combined Medicare and non-Medicare Prospective Payment System (“PPS”) business paid at episodic rates follows (in millions): 
 
First Quarter
 
2014

2013

Percentage
Variance
Home Health





Medicare
$
208.8

 
$
193.1


8.1
%
Non-Medicare PPS
15.6

 
14.3


9.4
%
Total
$
224.4

 
$
207.4


8.2
%
Key Company statistics related to episodic revenues were as follows: 
 
First Quarter
 
2014

2013

Percentage
Variance
Episodes:
 
 
 
 
 
   Medicare
75,500

 
67,300

 
12.1
 %
   Non-Medicare PPS
7,100

 
4,900

 
31.0
 %
Total episodes
82,600

 
72,200

 
14.5
 %
 
 
 
 
 
 
Revenue per episode
$
2,715

 
$
2,875

 
(5.5
)%
Episode volume for the first quarter of 2014 increased 14.5 percent as compared to the corresponding period of 2013. Admissions increased by 8.0 percent for the first quarter, from 50,400 in the first quarter of 2013 to 54,400 in the first quarter of 2014. There were approximately 1.52 and 1.43 episodes for each admission during the first quarter of 2014 and 2013, respectively.
Revenues generated from Medicare were $208.8 million during the first quarter of 2014, an increase of 8.1 percent as compared to $193.1 million in the corresponding period of 2013. Medicare revenues represented approximately 82 percent of total Home Health revenues for both the first quarter of 2014 and 2013. In both the first quarter of 2014 and 2013, Medicare and non-Medicare PPS revenues as a percent of total Home Health revenues were 88 percent.
Revenues from Medicaid and Local Government payer sources were $8.5 million in the first quarter of 2014 as compared to $11.2 million in the first quarter of 2013. Revenues from Commercial Insurance and Other payer sources, excluding non-Medicare PPS revenues, were $23.1 million and $17.5 million for the first quarter of 2014 and 2013, respectively.
Hospice
Hospice revenues are derived from all three payer groups: Medicare, Medicaid and Local Government and Commercial Insurance and Other. First quarter of 2014 net revenues were $174.4 million as compared to $179.5 million in the corresponding period of 2013. The decrease is primarily attributable to lower average daily census, partially offset by the acquisition of Harden and an increase in the average length of stay for the first quarter of 2014 as compared to the first quarter of 2013
Key Company statistics relating to Hospice were as follows: 

45

 
First Quarter
 
2014
 
2013
 
Percentage
Variance
Patient days (in thousands)
1,168

 
1,146

 
1.9
 %
Revenue per Patient Day
$
149

 
$
157

 
(4.7
)%
For the first quarter of 2014, Average Daily Census (“ADC”) approximated 13,000 patients as compared to 12,700 patients for the first quarter of 2013. The average length of stay of patients at discharge was 104 days for the first quarter of 2014 versus 99 days for the first quarter of 2013.
Medicare revenues were $163.2 million in the first quarter of 2014 as compared to $167.3 million in the corresponding period of 2013. Medicaid revenues were $6.2 million for the first quarter of 2014 as compared to $7.0 million for the corresponding period of 2013. Commercial Insurance and Other revenues in the first quarter of 2014 were $5.0 million as compared to $5.2 million in the corresponding period of 2013.
Community Care
Community Care segment revenues are derived from two payer groups: Medicaid and Local Government and Commercial Insurance and Other. Net revenues for the first quarter of 2014 were $57.1 million consisting of $56.4 million of Medicaid and Local Government and $0.7 million of Commercial Insurance and Other. Billed hours for the first quarter of 2014 were 4,200 and revenue per billed hour was $14.
Gross Profit
The following table reflects gross profit by business segment for 2014 and 2013 (in millions): 
 
First Quarter
 
2014
 
2013
 
Variance
Gross Profit:
 
 
 
 
 
Home Health
$
123.7

 
$
114.8

 
$
8.9

Hospice
73.9

 
79.2

 
(5.3
)
Community Care
16.8

 
—

 
16.8

Total
$
214.4

 
$
194.0

 
$
20.4

As a percent of revenue:
 
 
 
 
 
Home Health
48.3
%
 
48.6
%
 
(0.3
)%
Hospice
42.4
%
 
44.2
%
 
(1.8
)%
Community Care
29.5
%
 
—
%
 
29.5
 %
Total
44.0
%
 
46.7
%
 
(2.7
)%
Gross profit increased by $20.4 million, or 10.5 percent, for the first quarter of 2014 as compared to the first quarter of 2013. As a percentage of revenues, gross profit of 44.0 percent in the first quarter of 2014 represented a 2.7 percentage point decrease as compared to the first quarter of 2013, primarily driven by the lower gross margin associated with the Company's Community Care business and declines in the Hospice gross margins as noted below.
For the first quarter of 2014, gross profit as a percentage of revenues within the Home Health segment declined by 0.3 percent as compared to the corresponding period of 2013. The decrease resulted primarily from the net decrease in Medicare reimbursement rates for 2014 and the effect of the 2 percent Medicare rate reduction, known as sequestration, effective April 1, 2013.
Hospice gross profit as a percentage of revenues decreased 1.8 percentage points for the first quarter of 2014 as compared to the first quarter of 2013. The decrease was primarily due to higher labor costs and increased pharmacy expenses as compared to the prior year period.
Gross profit was impacted by depreciation expense of approximately $0.2 million in the first quarter of both 2014 and 2013.

46

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 18.9 percent, or $30.2 million, to $190.1 million for the first quarter of 2014, as restated, as compared to $159.9 million for the first quarter of 2013, as revised.
If charges, as noted below, relating to cost savings initiatives and acquisition and integration activities of $5.3 million in the first quarter of 2014 and $0.1 million in the first quarter of 2013 were excluded, the increase in selling, general and administrative expenses would have been approximately 15.7 percent, or $25.0 million, for the first quarter of 2014, as compared to the first quarter of 2013. The increase in selling, general and administrative expenses is primarily associated with the Harden acquisition.
The increase in the first quarter of 2014, as compared to the first quarter of 2013, was primarily attributable to (i) Home Health field operating, selling and administrative costs ($7.9 million), (ii) Community Care field operating, selling and administrative costs ($7.5 million), (iii) cost savings initiatives and other restructuring costs ($5.2 million), (iv) corporate administrative expenses ($3.6 million), (v) Hospice field operating, selling and administrative costs ($1.8 million), (vi) depreciation and amortization ($2.8 million), (vii) increase in provision for doubtful accounts ($1.0 million) and (viii) equity-based compensation expense ($0.4 million).
Depreciation and amortization expense included in selling, general and administrative expenses was $7.4 million in the first quarter of 2014, as restated, as compared to $4.6 million for the corresponding period of 2013, as revised.
Goodwill and Other Long-Lived Asset Impairment
During the first quarter of 2013, the Company recorded non-cash charges of $210.7 million related to goodwill and other long lived assets.
At March 31, 2013, the Company determined that a triggering event had occurred due to lower than expected average daily census and higher than expected discharge rates during the quarter and performed an interim impairment test of its Hospice reporting unit. Based on the results of the interim impairment test, the Company's Hospice reporting unit had an estimated fair value of approximately $552 million. As such, the Company recorded a non-cash impairment charge relating to goodwill of approximately $207.2 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. The non-cash impairment charge is reflected in goodwill and other long-lived asset impairment in the Company's consolidated financial statements for the three months ended March 31, 2013.
Interest Income and Interest Expense and Other
For the first quarter of 2014 and 2013, net interest expense and other was approximately $24.5 million and $22.3 million, respectively, consisting primarily of interest expense and other of $25.1 million and $23.1 million, respectively, associated with the term loan borrowings, fees associated with the Company’s credit agreement and outstanding letters of credit, and amortization of debt issuance costs and debt discounts. The Company's interest expense and other was partially offset by interest income of $0.6 million and $0.8 million, respectively, earned on investments and existing cash balances.
Income Tax (Expense) Benefit
The Company recorded a minimal benefit for the first quarter of 2014. The Company’s effective income tax rate for the first quarter of 2014 was 45.9 percent. The difference between the federal statutory income tax rate of 35.0 percent and the Company’s effective rate of 45.9 percent for the first three months of 2014 is primarily due to state income taxes, net of federal benefit (approximately 5.3 percent), increase in tax reserves (approximately 16.1 percent) and other items (approximately 3.8 percent) offset by tax credits (approximately 14.3 percent).
The Company recorded an income tax benefit of $4.8 million for the first quarter of 2013. The Company’s effective income tax rate for the first quarter of 2013 was 2.5 percent. The difference between the federal statutory income tax rate of 35.0 percent and the Company’s effective rate of 2.5 percent for the first three months of 2013 was primarily due to the impact of impairment of goodwill and other long-lived assets (approximately 32.7 percent) and other items (approximately 0.1 percent), offset by state income taxes, net of federal benefit (approximately 0.3 percent).

47

Net Income (Loss) Attributable to Gentiva Shareholders
For the first quarter of 2014, net income attributable to Gentiva shareholders was $0.4 million, or $0.01 per diluted share, compared with net loss of $194.1 million, or $6.31 per diluted share, for the corresponding period of 2013.
The Company uses adjusted income attributable to Gentiva shareholders, a non-GAAP financial measure, as a supplemental measure of Company performance. The Company defines adjusted income attributable to Gentiva shareholders as income attributable to Gentiva shareholders, excluding (i) charges relating to cost savings initiatives and acquisition and integration activities, (ii) goodwill and other long-lived asset impairment and (iii) EBITDA impact of closed locations. The Company considers adjusted income attributable to Gentiva shareholders to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of the Company’s business on a consistent basis across reporting periods, as it eliminates the effect of items that are not indicative of the Company’s core operating performance. Management uses adjusted income attributable to Gentiva shareholders to evaluate overall performance and compare current operating results with other companies in the healthcare industry and 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. Since adjusted income attributable to Gentiva shareholders 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.
After adjusting for certain items which include cost savings initiatives and acquisition and integration activities, goodwill and other long-lived asset impairment and impact of closed locations as noted in the table below, adjusted income attributable to Gentiva shareholders was $4.8 million, or $0.13 per diluted share, for the first quarter of 2014 as compared to $7.1 million, or $0.23 per diluted share, for the corresponding period of 2013.
A reconciliation of adjusted income attributable to Gentiva shareholders to net loss, the most directly comparable GAAP financial measure, follows (in thousands, except per share amounts): 
 
For the Three Months Ended
 
March 31, 2014 (Restated)
 
March 31, 2013 (Revised)
 
Gross
 
Net of Tax
 
Per
Diluted Share
 
Gross
 
Net of Tax
 
Per
Diluted Share
Adjusted income attributable to Gentiva shareholders
 
 
$
4,799

 
$
0.13

 
 
 
$
7,107

 
$
0.23

Cost savings initiatives and acquisition and integration activities
(5,341
)
 
(3,302
)
 
(0.09
)
 
(141
)
 
(86
)
 
—

Goodwill and other long-lived asset impairment
—

 
—

 
—

 
(210,672
)
 
(201,159
)
 
(6.54
)
Impact of closed locations
(2,981
)
 
(1,866
)
 
(0.05
)
 
—

 
—

 
—

Loss attributable to Gentiva shareholders
 
 
(369
)
 
(0.01
)
 
 
 
(194,138
)
 
(6.31
)
Add back: Net income attributable to noncontrolling interests
 
 
184

 
—

 
 
 
121

 
—

Net loss
 
 
$
(185
)
 
$
(0.01
)
 
 
 
$
(194,017
)
 
$
(6.31
)
Liquidity and Capital Resources
Liquidity
The Company’s principal source of liquidity is the collection of its accounts receivable. For healthcare services, the Company grants credit without collateral to its patients, most of whom are insured under governmental payer or third party commercial arrangements. Additional liquidity is provided from existing cash balances and the Company’s credit arrangements, principally through its revolving credit facility, and could be provided in the future through the issuance of up to $300 million of debt or equity securities under a universal shelf registration statement filed with the SEC in November 2013 and generally effective until December 2016. Any issuance of securities under the shelf registration statement would be subject to compliance with applicable strict limitations and requirements under the Company's credit arrangements and indenture covering its senior notes.
The Company’s credit agreement provides for $925.0 million in senior secured credit facilities for the Company, comprising term loan facilities aggregating $825.0 million and a revolving credit facility of $100 million. See Note 12 to the Company’s consolidated financial statements for additional information.
During the first three months of 2014, net cash used in operating activities was $17.7 million. In addition, the Company used $4.6 million for the repayment of debt, and $3.2 million for capital expenditures. During the three months ended March

48

31, 2014, the Company had proceeds of $0.6 million from purchases under the Company’s Employee Stock Purchase Plan (“ESPP”).
Net cash used in operating activities decreased by $2.8 million, from $20.6 million for the first three months of 2013 to $17.7 million for the first three months of 2014. The decrease was primarily due to the decline in current liabilities ($6.9 million) and accounts receivable ($1.4 million), partially offset by the change in net cash provided by operations prior to changes in assets and liabilities ($1.7 million), prepaid expenses and other current assets ($1.8 million) and other ($2.0 million).
Adjustments to add back non-cash items affecting net loss are summarized as follows (in thousands): 
 
For the Three Months Ended
 
March 31, 2014 (Restated)
 
March 31, 2013 (Revised)
 
Variance
OPERATING ACTIVITIES:
 
 
 
 
 
Net loss
$
(185
)
 
$
(194,017
)
 
$
193,832

Adjustments to add back non-cash items affecting net loss:
 
 
 
 
 
Depreciation and amortization
7,552

 
4,781

 
2,771

Amortization of debt issuance costs
1,576

 
3,331

 
(1,755
)
Provision for doubtful accounts
1,999

 
1,007

 
992

Equity-based compensation expense
2,221

 
1,813

 
408

Windfall tax benefits associated with equity-based compensation
(6
)
 
(72
)
 
66

Goodwill and other long-lived asset impairment
—

 
210,672

 
(210,672
)
Deferred income tax expense (benefit)
3,879

 
(8,751
)
 
12,630

Total cash provided by operations prior to changes in assets and liabilities
$
17,036

 
$
18,764

 
$
(1,728
)
The $1.7 million difference in “Total cash provided by operations prior to changes in assets and liabilities” between the 2014 and 2013 periods is primarily related to net loss, after adjusting for components of income that do not have an impact on cash, such as depreciation and amortization, equity-based compensation expense, goodwill and other long-lived asset impairment and deferred income taxes.
A summary of the changes in current liabilities, excluding the current portion of long-term debt, impacting cash flow from operating activities follows (in thousands): 
 
For the Three Months Ended
 
March 31, 2014
 
March 31, 2013
 
Variance
OPERATING ACTIVITIES:
 
 
 
 
 
Changes in current liabilities:
 
 
 
 
 
Accounts payable
$
(3,063
)
 
$
(193
)
 
$
(2,870
)
Payroll and related taxes
(14,636
)
 
(10,977
)
 
(3,659
)
Deferred revenue
5,038

 
2,376

 
2,662

Medicare liabilities
(1,762
)
 
210

 
(1,972
)
Obligations under insurance programs
(3,558
)
 
(1,991
)
 
(1,567
)
Accrued nursing home costs
(1,250
)
 
602

 
(1,852
)
Other accrued expenses
(9,121
)
 
(25,285
)
 
16,164

Total changes in current liabilities
$
(28,352
)
 
$
(35,258
)
 
$
6,906

The primary drivers for the $6.9 million difference resulting from changes in current liabilities that impacted cash flow from operating activities include:
•
Accounts payable, which had a negative impact of $2.9 million between the 2014 and 2013 reporting periods, primarily related to timing of payments and increased volume related to the Harden acquisition in the 2014 period as compared to the 2013 period.

49

•
Payroll and related taxes, which had a negative impact of $3.7 million between the 2014 and 2013 reporting periods, primarily due to timing of the Company’s payroll processing and the impact of the addition of a significant number of employees acquired in the Harden transaction.
•
Deferred revenue, which had a positive impact of $2.7 million between the 2014 and 2013 reporting periods.
•
Medicare liabilities, which had a negative impact of $2.0 million between the 2014 and 2013 reporting periods.
•
Obligations under insurance programs, which had a negative impact on the change in operating cash flow of $1.6 million between the 2014 and 2013 reporting periods, related to timing of payments under the Company’s insurance programs.
•
Accrued nursing home costs, which had a negative impact on the change in operating cash flow of $1.8 million between the 2014 and 2013 reporting periods, due to the timing of payments.
•
Other accrued expenses, which had a positive impact on the change in operating cash flow of $16.2 million between the 2014 and 2013 reporting periods, due primarily to increased incentive compensation and acquisition and integration reserves in the 2014 period as compared to the 2013 period.
Working capital at March 31, 2014 was approximately $99 million, an increase of $5 million as compared to approximately $94 million at December 31, 2013, primarily due to:
•
a $24 million decrease in cash and cash equivalents;
•
a $2 million increase in prepaid expenses and other current assets;
•
a $1 million increase in accounts receivable;
•
a $2 million decrease in deferred tax assets; and
•
a $28 million decrease in current liabilities, consisting of decreases in payroll and related taxes ($15 million), obligations under insurance programs ($4 million), other accrued expenses ($10 million), accounts payable ($3 million), nursing home costs ($1 million) and Medicare liabilities ($2 million), partially offset by increases in deferred revenue ($5 million) and current portion of long-term debt ($2 million). The changes in current liabilities are described above in the discussion on net cash provided by operating activities.
As of March 31, 2014, Days Sales Outstanding (“DSO”) was 50 days, an increase of 1 day from December 31, 2013.
At the commencement of an episode of care under the Medicare and non-Medicare PPS for Home Health, the Company records accounts receivable and deferred revenue based on an expected reimbursement amount. Accounts receivable is adjusted upon the receipt of cash and deferred revenue is amortized into revenue over the average patient treatment period. For informational purposes, if net accounts receivable and deferred revenue were combined for purposes of determining an alternative DSO calculation, which measures open net accounts receivable divided by average daily recognized revenues, the alternative DSO would have been 42 days at both March 31, 2014 and December 31, 2013.
Accounts receivable attributable to major payer sources of reimbursement at March 31, 2014 and December 31, 2013 were as follows (in thousands): 
 
March 31, 2014
 
Total
 
0 - 90 days
 
91 - 180 days
 
181 - 365 days
 
Over 1 year
Medicare
$
215,797

 
$
188,533

 
$
18,957

 
$
4,922

 
$
3,385

Medicaid and Local Government
49,731

 
44,278

 
4,621

 
777

 
55

Commercial Insurance and Other
34,775

 
27,342

 
5,041

 
1,889

 
503

Self - Pay
2,934

 
1,740

 
787

 
358

 
49

Gross Accounts Receivable
$
303,237

 
$
261,893

 
$
29,406

 
$
7,946

 
$
3,992

 
 
December 31, 2013
 
Total
 
0 - 90 days
 
91 - 180 days
 
181 - 365 days
 
Over 1 year
Medicare
$
214,366

 
$
186,154

 
$
20,601

 
$
5,552

 
$
2,059

Medicaid and Local Government
48,183

 
44,234

 
3,251

 
637

 
61

Commercial Insurance and Other
35,659

 
28,072

 
5,807

 
1,789

 
(9
)
Self - Pay
2,377

 
1,413

 
669

 
241

 
54

Gross Accounts Receivable
$
300,585

 
$
259,873

 
$
30,328

 
$
8,219

 
$
2,165


50

The Company participates in Medicare, Medicaid and other federal and state healthcare programs. Revenue mix by major payer classifications by segment was as follows: 
 
First Quarter
 
2014
 
2013
 
Home
Health
 
Hospice
 
Community Care
 
Total
 
Home
Health
 
Hospice
 
Total
Medicare
82
%
 
94
%
 
—
%
 
76
%
 
82
%
 
93
%
 
87
%
Medicaid and Local Government
3

 
4

 
99

 
15

 
5

 
4

 
4

Commercial Insurance and Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
Paid at episodic rates
6

 
—

 
—

 
3

 
6

 
—

 
3

Other
9

 
3

 
1

 
6

 
7

 
3

 
5

Total net revenues
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
Home Health
The Centers for Medicare & Medicaid Services ("CMS") has implemented various payment updates to the base rates for Medicare home health including (i) annual market basket updates, (ii) annual reductions in rates to reduce aggregate case mix increases that CMS believes are unrelated to patients’ health status (“case mix creep adjustment”), (iii) adjustments to rates associated with changes to the home health outlier policy, (iv) wage index and other changes and (v) adjustments for defined rural areas of the country.
On November 22, 2013, the CMS issued the final rule for 2014 home health prospective payment system rates, which included (i) a market basket increase of 2.3 percent, (ii) rebasing of Medicare reimbursement rates, with annual reductions of 3.5 percent for each of the next four years beginning January 2014, (iii) changes in the Wage Index with no overall impact and (iv) rebasing all case mix weights to 1.0 from an average case mix weight of 1.3464 in 2012, as provided for under the Affordable Care Act. CMS has provided that the case mix weight rebasing is offset by increasing the base episodic rate by a similar amount which will increase the base episodic rate for 2014 to $2,869 from the 2013 rate of $2,138. The rule also provided for changes in low utilization payments amounts (“LUPAs”) and the removal of 170 diagnosis codes, among other changes. CMS predicts that, on average, home health agencies will experience an approximate 1.05 percent reduction in reimbursement for 2014. On April 1, 2013, the automatic reductions in Federal spending, known as "sequestration" were put in place, which mandated an additional 2 percent reduction in Medicare home health payments.

Actual episodic rates will vary from the base episodic rates due to (i) the determination of case mix which reflects the clinical condition, functional abilities and service needs of each individual patient and (ii) wage indices applicable to the geographic region where the services are performed and other adjustments provided for under the CMS regulations.
Hospice
On May 2, 2014, CMS released a preliminary rule, effective for hospice services provided October 1, 2014 through September 30, 2015, which provides for a 1.3 percent increase for Medicare hospice rates, consisting of a 2.7 percent market basket increase, offset by a 0.7 percent budget neutrality adjustment factor and estimated wage index changes of 0.7 percent.
In August 2013, CMS released a final rule, effective for hospice services provided October 1, 2013 through September 30, 2014, which provides for a 1.0 percent increase for Medicare hospice rates, consisting of a 2.5 percent market basket increase, offset by a 0.8 percent budget neutrality adjustment factor and estimated wage index changes of 0.7 percent. In addition, on April 1, 2013, the automatic reductions in Federal spending, known as "sequestration," were put in place, which mandated an additional 2 percent reduction in Medicare hospice payments.
Community Care
Reimbursement for community care services that we provide is primarily through Medicaid and managed care providers and rates can vary state by state. There are currently various legislative efforts under way to increase minimum wage laws that could significantly impact the wage rates for personal care attendants the Company utilizes to provide such services.
 
There are certain standards and regulations that the Company must adhere to in order to continue to participate in Medicare, Medicaid and other federal and state healthcare programs. As part of these standards and regulations, the Company is

51

subject to periodic audits, examinations and investigations conducted by, or at the direction of, governmental investigatory and oversight agencies. Periodic and random audits conducted or directed by these agencies could result in a delay in or adjustment to the amount of reimbursements received under these programs. Violation of the applicable federal and state health care regulations can result in our exclusion from participating in these programs and can subject the Company to substantial civil and/or criminal penalties. The Company believes that it is currently in compliance with these standards and regulations.
Credit Arrangements
At March 31, 2014, the Company’s credit arrangements included a senior secured credit agreement providing (i) a six-year $670 million Term Loan B facility, (ii) a five-year $155 million Term Loan C facility and (iii) a five-year $100 million revolving credit facility (collectively, the “Credit Agreement”), and $325 million aggregate principal amount of 11.5 percent Senior Notes due 2018 (the “Senior Notes”). The Credit Agreement’s revolving credit facility also includes borrowing capacity of $80 million available for letters of credit and $15 million for borrowings on same-day notice, referred to as swing line loans.
As of March 31, 2014, advances under the revolving credit facility may be made, and letters of credit may be issued, up to the $100 million borrowing capacity of the facility at any time prior to the facility expiration date of October 18, 2018. Outstanding letters of credit were $51.6 million and $52.0 million at March 31, 2014 and December 31, 2013, respectively. The letters of credit were issued to guarantee payments under the Company’s workers’ compensation program and for certain other commitments. As of March 31, 2014, the Company’s unused and available borrowing capacity under the Credit Agreement was $21.4 million. As governed by the indenture covering the Company's unsecured senior notes, the Company has a maximum permitted borrowing capacity, as defined, under its Credit Agreement which may limit the Company's ability to borrow up to the full capacity of the revolving credit facility.
The Term Loan B facility is subject to mandatory principal payments of $6.7 million per year, payable in equal quarterly installments, with the remaining balance of the original $670 million loan payable on October 18, 2019. The Term Loan C facility is subject to annual mandatory principal payments, payable in equal quarterly installments. The mandatory principal payments for 2014 are $11.6 million and increase each year through the maturity date of the loan, October 18, 2018.
As of March 31, 2014, the mandatory aggregate principal payments of long-term debt were $20.3 million due during the twelve months ending March 31, 2015, $27.0 million due during the twelve months ending March 31, 2016, $31.9 million due during the twelve months ending March 31, 2017, $45.5 million due during the twelve months ending March 31, 2018, $60.9 million due during the twelve months ending March 31, 2019 and $634.8 million thereafter under the Credit Agreement, and $325.0 million due in September 2018 under the Senior Notes. The weighted average cash interest rate on outstanding borrowings was 7.7 percent per annum at March 31, 2014 and 8.2 percent per annum at December 31, 2013.
Debt Covenants
The Company's Credit Agreement requires the Company to maintain a maximum consolidated leverage ratio and contains certain customary affirmative covenants and events of default.
Four Fiscal Quarters Ending
Maximum Consolidated
Leverage Ratio
March 31, 2014 to March 31, 2015
≤ 6.75:1
June 30, 2015 to March 31, 2016
≤ 6.50:1
June 30, 2016 to March 31, 2017
≤ 6.25:1
June 30, 2017 to December 31, 2017
≤ 6.00:1
March 31, 2018 and each fiscal quarter thereafter
≤ 5.75:1
As of March 31, 2014, the Company’s consolidated leverage ratio was 5.8x. As of March 31, 2014, the Company was in compliance with all covenants in the Credit Agreement. See Note 12 to the Company's consolidated financial statements for further information on the Company's debt covenants.
Insurance Programs
The Company may be subject to workers’ compensation claims and lawsuits alleging negligence or other similar legal claims. The Company maintains various insurance programs to cover these risks with insurance policies subject to substantial deductibles and retention amounts. The Company recognizes its obligations associated with these programs in the period the claim is incurred. The Company estimates the cost of both reported claims and claims incurred but not reported, up to specified

52

deductible limits and retention amounts, based on its own specific historical claims experience and current enrollment statistics, industry statistics and other information. These estimates and the resulting reserves are reviewed and updated periodically.
The Company is responsible for the cost of individual workers’ compensation claims and individual professional liability claims up to $500 thousand per incident which occurred prior to March 15, 2002 and $1 million per incident thereafter. The Company also maintains excess liability coverage relating to professional liability and casualty claims which provides insurance coverage for individual claims of up to $25 million in excess of the underlying coverage limits. Payments under the Company’s workers’ compensation program are guaranteed by letters of credit.
Capital Expenditures
The Company’s capital expenditures for the three months ended March 31, 2014 were $3.2 million as compared to $2.7 million for the three months ended March 31, 2013. The Company intends to make investments and other expenditures to upgrade its computer technology and system infrastructure and comply with regulatory changes in the industry, among other things. In this regard, management expects that capital expenditures will range between $14 million and $16 million for the remainder of 2014. Management expects that the Company’s capital expenditure needs will be met through operating cash flow and available cash reserves.
Cash Resources and Obligations
The Company had cash and cash equivalents of approximately $62.9 million as of March 31, 2014, including operating funds of approximately $4.4 million exclusively relating to a non-profit hospice operation managed in Florida.
The Company anticipates that repayments to Medicare for (i) payments received in excess of hospice cap limits, (ii) partial episode payments and (iii) prior year cost report settlements will be made periodically. These amounts are included in Medicare liabilities in the accompanying consolidated balance sheets.
The Company has no other off-balance sheet arrangements and has not entered into any transactions involving unconsolidated, limited purpose entities or commodity contracts.
Management expects that the Company’s working capital needs for 2014 will be met through operating cash flow and existing cash resources. The Company may also consider other alternative uses of cash including, among other things, acquisitions, voluntary prepayments on the term loans, additional share repurchases and cash dividends. These uses of cash may require the approval of the Company’s Board of Directors and may require the approval of its lenders. If cash flows from operations, cash resources or availability under the Credit Agreement fall below expectations, the Company may be forced to delay planned capital expenditures, reduce operating expenses, seek additional financing, pursue the sale of certain assets or other investments or consider other alternatives designed to enhance liquidity.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Generally, the fair market value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. The Company is exposed to market risk from fluctuations in interest rates. The interest rate on the Company’s borrowings under the Credit Agreement can fluctuate based on both the interest rate option (i.e., base rate or Eurodollar rate plus applicable margins) and the interest period. As of March 31, 2014, the total amount of outstanding debt subject to interest rate fluctuations was $840.5 million. A hypothetical 100 basis point change in short-term interest rates as of that date would result in an increase or decrease in interest expense of $8.4 million per year, assuming a similar capital structure.
Item 4.
Controls and Procedures
Evaluation of disclosure controls and procedures.
In connection with the filing of the Company's Original Form 10-Q on May 12, 2014, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of March 31, 2014, the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of such period to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure.

53

Subsequent to that evaluation, in connection with the restatement discussed in Note 2 - "Restatement and Revision of Previously Reported Consolidated Financial Statements" to our consolidated financial statements, management, including the Company’s Chief Executive Officer and Chief Financial Officer, re-evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2014 and our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weakness identified in the Company's internal control over financial reporting discussed below, the Company's disclosure controls and procedures were not effective as of March 31, 2014. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Management concluded that effective controls were not maintained over the accounting for goodwill and indefinite-lived intangible assets. Specifically, the Company’s controls were not effectively designed and did not operate at the appropriate level of precision to ensure completeness and accuracy of assumptions used in its valuation models for goodwill and indefinite-lived intangible assets and to reassess the lives of indefinite-lived intangible assets related to closed or consolidated locations. These control deficiencies resulted in the restatement of the Company’s consolidated financial statements for the year ended December 31, 2013 and the quarter ended March 31, 2014 and the revision of the Company’s consolidated financial statements for the year ended December 31, 2011 and the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013. Additionally, these control deficiencies could result in misstatements of the aforementioned accounts and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected. Accordingly, management concluded that these control deficiencies constitute a material weakness.
Remediation
Management has re-assessed the design of the controls and modified processes related to the monitoring and oversight of key assumptions used in its valuation models for goodwill and indefinite-lived intangibles as well as enhanced monitoring and oversight controls in the application of applicable accounting guidance related to reassessing the lives of indefinite-lived intangible assets related to closed or consolidated locations. Management believes that these initiatives will remediate the material weakness in internal control over financial reporting described above. The Company will test the ongoing operating effectiveness of the revised controls in future periods. The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in internal control over financial reporting.
As required by Exchange Act Rule 13a-15(d), the Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s internal control over financial reporting to determine whether any change occurred during the quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during such quarter.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
Terminated Proceeding
On December 29, 2011, Odyssey HealthCare, Inc. was served with a complaint captioned United States of America and the State of Illinois ex rel. Laurie Geschrey and Laurie Janus v. Generations Healthcare, LLC, Odyssey HealthCare, Inc., Narayan Ponakala and Catherine Ponakala , which was filed on April 19, 2010 as a qui tam action in the United States District Court for the Northern District of Illinois, Eastern Division, Case No. 10 C 2413, under the provisions of the federal False Claims Act, the Illinois Whistleblower Reward and Protection Act and the Illinois Whistleblower Act. The plaintiffs, two former employees of Generations Healthcare, LLC, a hospice company whose assets were acquired by Odyssey on December 31, 2009, were the relators and alleged that defendants committed fraud against the United States and the State of Illinois by, among other things, recruiting and certifying patients as being eligible for hospice care when they were known not to be eligible and falsifying patients’ medical records in support of the claims for reimbursement. Relators further alleged that Odyssey was aware of Generations Healthcare’s alleged fraudulent business practices. Both the United States and the State of Illinois declined to intervene in the action, and the complaint was unsealed on December 1, 2011. Relators sought statutory damages, which are three times the amount of any actual damages suffered by the United States and the State of Illinois, the maximum statutory civil penalty due under the statutes plus all costs and attorneys fees. Additionally, relators sought back pay plus interest and other damages because of defendants’ alleged retaliation against relators. Odyssey sought indemnification from Generations Healthcare and its owners, who were defendants in this action. The action has been settled and all parties

54

have signed a confidential settlement agreement. A stipulation of dismissal was filed on February 11, 2014, dismissing the case in its entirety, with prejudice.
 
See Note 15 Legal Matters to the consolidated financial statements included in this report for a description of certain legal matters and pending legal proceedings, which description is incorporated herein by reference.
Item 1A.
Risk Factors
There have been no material changes from the risk factors as updated in our Annual Report on Form 10-K/A for the year ended December 31, 2013.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.

55

Item 6.
Exhibits
 
Exhibit
Number
  
Description
3.1
  
Amended and Restated Certificate of Incorporation of Company. (1)
3.2
  
Amended and Restated By-Laws of Company. (2)
4.1
  
Specimen of common stock. (3)
4.2
  
Form of Certificate of Designation of Series A Cumulative Non-Voting Redeemable Preferred Stock. (4)
4.3
  
Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (5)
4.4
  
Form of 11.5% Senior Note. (5)
4.5
  
First Supplemental Indenture, dated as of August 17, 2012, among Gentiva, Odyssey HealthCare of Augusta, LLC, the other Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (6)
4.6
 
Second Supplemental Indenture, dated as of November 15, 2013, among Gentiva, the guaranteeing subsidiaries signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (7)
31.1
  
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).*
31.2
  
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).*
32.1
  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2
  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS
  
XBRL Instance Document.*
101.SCH
  
XBRL Taxonomy Extension Schema Document.*
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
  
XBRL Taxonomy Definition Linkbase Document.*
101.LAB
  
XBRL Taxonomy Extension Labels Linkbase Document.*
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document.*
 
 
(1)
Incorporated herein by reference to Form 8-K of Company dated and filed May 12, 2008.
(2)
Incorporated herein by reference to Form 8-K of Company dated and filed November 7, 2011.
(3)
Incorporated herein by reference to Amendment No. 4 to the Registration Statement of Company on Form S-4 dated February 9, 2000 (File No. 333-88663).
(4)
Incorporated herein by reference to Amendment No. 3 to the Registration Statement of Company on Form S-4 dated February 4, 2000 (File No. 333-88663).
(5)
Incorporated herein by reference to Form 8-K of Company dated and filed August 17, 2010.
(6)
Incorporated herein by reference to Form 10-Q of Company for the quarterly period ended September 30, 2012.
(7)
Incorporated herein by reference to Form 10-K of Company for the fiscal year ended December 31, 2013.

*
Filed herewith
**
Furnished herewith




56

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 thereunto duly authorized.
 
 
 
GENTIVA HEALTH SERVICES, INC.
(Registrant)
 
 
Date: November 14, 2014
 
/s/ Tony Strange
 
 
Tony Strange
 
 
Chief Executive Officer
 
 
Date: November 14, 2014
 
/s/ Eric R. Slusser
 
 
Eric R. Slusser
 
 
Executive Vice President,
 
 
Chief Financial Officer and Treasurer


57

EXHIBIT INDEX
 
Exhibit
Number
  
Description
3.1
  
Amended and Restated Certificate of Incorporation of Company. (1)
3.2
  
Amended and Restated By-Laws of Company. (2)
4.1
  
Specimen of common stock. (3)
4.2
  
Form of Certificate of Designation of Series A Cumulative Non-Voting Redeemable Preferred Stock. (4)
4.3
  
Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (5)
4.4
  
Form of 11.5% Senior Note. (5)
4.5
  
First Supplemental Indenture, dated as of August 17, 2012, among Gentiva, Odyssey HealthCare of Augusta, LLC, the other Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (6)
4.6
 
Second Supplemental Indenture, dated as of November 15, 2013, among Gentiva, the guaranteeing subsidiaries signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (7)
31.1
  
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).*
31.2
  
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).*
32.1
  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2
  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS
  
XBRL Instance Document.*
101.SCH
  
XBRL Taxonomy Extension Schema Document.*
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
  
XBRL Taxonomy Definition Linkbase Document.*
101.LAB
  
XBRL Taxonomy Extension Labels Linkbase Document.*
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document.*
 
 
(1)
Incorporated herein by reference to Form 8-K of Company dated and filed May 12, 2008.
(2)
Incorporated herein by reference to Form 8-K of Company dated and filed November 7, 2011.
(3)
Incorporated herein by reference to Amendment No. 4 to the Registration Statement of Company on Form S-4 dated February 9, 2000 (File No. 333-88663).
(4)
Incorporated herein by reference to Amendment No. 3 to the Registration Statement of Company on Form S-4 dated February 4, 2000 (File No. 333-88663).
(5)
Incorporated herein by reference to Form 8-K of Company dated and filed August 17, 2010.
(6)
Incorporated herein by reference to Form 10-Q of Company for the quarterly period ended September 30, 2012.
(7)
Incorporated herein by reference to Form 10-K of Company for the fiscal year ended December 31, 2013.

*
Filed herewith
**
Furnished herewith




58




EXHIBIT 31.1
CERTIFICATIONS
I, Tony Strange, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Gentiva Health Services, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2014
 
 
 
/s/ Tony Strange
 
Tony Strange
 
Chief Executive Officer








EXHIBIT 31.2
CERTIFICATIONS
I, Eric R. Slusser, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Gentiva Health Services, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 14, 2014
 
 
 
 
/s/ Eric R. Slusser
 
Eric R. Slusser
 
Executive Vice President,
 
Chief Financial Officer and Treasurer






Exhibit 32.1
Furnished (but not filed) as an exhibit to the periodic report identified in the Certification.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gentiva Health Services, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Tony Strange, Chief Executive Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: November 14, 2014
 
/s/ Tony Strange
 
 
Tony Strange
 
 
Chief Executive Officer






Exhibit 32.2
Furnished (but not filed) as an exhibit to the periodic report identified in the Certification.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gentiva Health Services, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Eric R. Slusser, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: November 14, 2014
 
/s/ Eric R. Slusser
 
 
Eric R. Slusser
 
 
Executive Vice President,
Chief Financial Officer and Treasurer


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