SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Earliest Event Reported: January 4, 1999
Date of Report: March 13, 2000
Olsten Corporation
(Exact name of registrant as specified in charter)
Delaware 1-8279 13-2610512
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification No.)
175 Broad Hollow Road, Melville, NY 11747
(Address of principal executive offices) (Zip Code)
(631) 844-7800
(Registrant's telephone number, including area code)
<PAGE>
-2-
Item 5: Other Events
Attached hereto and incorporated herein by reference as though part hereof
is a press release dated March 10, 2000 announcing financial results for the
fiscal year ended January 2, 2000 of Gentiva Health Services, Inc., a subsidiary
of Olsten Corporation ("Olsten"), which subsidiary will be split off to Olsten's
stockholders concurrently with the anticipated merger of Olsten with Adecco SA.
Item 7: Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed herewith and incorporated
herein by reference:
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
99.1 Press release
<PAGE>
-3-
Pursuant to the requirements of the Securities Exchange Act of 1934, Olsten
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OLSTEN CORPORATION
By: /s/ Edward A. Blechschmidt
------------------------------------------
Name: Edward A. Blechschmidt
Title: President and Chief Executive Officer
Dated: March 13, 2000
EXHIBIT 99.1
[GRAPHIC OMITTED - COMPANY'S LOGO]
Media Contact: Kimberly Herman
Vice President, Marketing and
Strategic Planning
Gentiva Health Services
(631) 844-7080
[email protected]
Investor Relations: John J. Collura
Executive Vice President,
Chief Financial Officer
and Treasurer
Gentiva Health Services
(631) 844-7437
FOR IMMEDIATE RELEASE
Gentiva Health Services
Reports Fiscal 1999 and 4th Quarter Results
Melville, New York -- March 10, 2000 -- Gentiva Health Services, North
America's largest home health care company and a subsidiary of Olsten
Corporation, today reported fiscal 1999 and fourth quarter results. These
results are reported as if Gentiva were an independent, stand-alone company.
In August 1999, Olsten Corporation announced plans to merge its staffing
and information technology services businesses with Adecco S.A. and to split off
its health services
<PAGE>
-2-
business as an independent public company -- Gentiva Health Services. Olsten
Health Services changed its name to Gentiva Health Services on February 1, 2000.
Gentiva is expected to begin trading publicly (Nasdaq: GTIV) on March 16, 2000.
Full-year financial information about the company will be available in the
annual report on Form 10-K anticipated to be filed with the Securities and
Exchange Commission (SEC) on or before April 3, 2000.
1999 Financial Performance
For the year ended January 2, 2000, the Company reported a 12 percent
increase in net revenue to $1.49 billion, compared to $1.33 billion in 1998.
Excluding non-recurring charges and other adjustments, earnings before interest,
taxes, depreciation and amortization (EBITDA) for the year was $44.6 million,
compared with EBITDA of $22.3 million for 1998. Including non-recurring charges
and other adjustments, EBITDA for 1999 was $29.4 million, compared to a loss of
$99.7 million for 1998. Gentiva also reported a net loss of $15.1 million for
1999, compared to a net loss of $101.5 million for the previous year.
Gentiva's revenue growth during the year was driven primarily by Specialty
Pharmaceutical Services, Staffing Services and the Company's November 1998
re-entry into the Florida nursing market. EBITDA improvement for 1999 reflects
operating efficiencies, facility consolidations and the realignment of business
operations.
Net revenue for the fourth quarter increased 3 percent to $372 million,
compared to $362 million for the same quarter in 1998. EBITDA (before
non-recurring charges and other adjustments) for the fourth quarter was $4.7
million, compared with EBITDA of $8.7 million for the same period in 1998. The
reduction in EBITDA was primarily attributed to an increased provision for
doubtful accounts. Net loss for the fourth quarter 1999 was $2.2 million,
compared to a net loss of $43.0 million for the same period in 1998.
"While 1999 demonstrated a significant improvement over 1998, we will
continue our major turnaround efforts during 2000 to help us maintain our
industry leadership position as a public company," said Edward A. Blechschmidt,
chairman, chief executive officer and presi-
<PAGE>
-3-
dent of Gentiva Health Services. "We have set 'improving cash flow' as a primary
goal for the company, and the realignment of our business units has further
positioned us to improve operating efficiencies. In addition, the Company will
review all of its operations, practices and policies in light of our status as
an independent health care company."
Gentiva Health Services is North America's largest provider of home health
care and related services. A leader in specialty pharmaceutical services and
nursing services solutions, the company has more than 400 locations in North
America. The company also provides marketing and distribution solutions for
pharmaceutical, biotechnology and medical device firms as well as home infusion
therapies, health care network management services, skilled nursing services and
medical staffing solutions.
Information contained in this news release, other than historical
information, should be considered forward-looking, and is subject to various
risk factors and uncertainties. For instance, the Company's strategies and
operations involve risks of competition, changing market conditions, changes in
laws and regulations affecting our industries and numerous other factors
discussed in this release and in the Company's filings with the Securities and
Exchange Commission. Accordingly, actual results may differ materially from
those anticipated in any forward-looking statements.
<PAGE>
<TABLE>
<CAPTION>
GENTIVA HEALTH SERVICES
Statement of Operations
(in thousands)
4th Quarter Fiscal Year
----------------------------------- ----------------------------------------
1998 1999 1998 1999
--------------- ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Net Revenues $ 362,018 $ 371,777 $ 1,330,303 $ 1,489,822
Cost of Services Sold 237,631 244,345 908,896 984,396
-------------- ---------------- ----------------- -----------------
Gross Profit 124,387 127,432 421,407 505,426
Provision for Doubtful Accounts 7,238 14,353 24,046 38,687
SG&A Expenses 172,784 114,678 528,482 470,971
-------------- ---------------- ----------------- -----------------
Operating Profit (Loss) (55,635) (1,599) (131,121) (4,232)
Interest Expense, net 1,111 911 4,414 3,969
Interest Expense on Intercompany Debt 3,250 3,250 13,000 13,000
-------------- ---------------- ----------------- -----------------
Income (Loss) before Income Taxes (59,996) (5,766) (148,535) (21,207)
Income Tax Benefit 17,002 3,532 47,070 6,121
-------------- ---------------- ----------------- -----------------
Net Income (Loss) $ (42,994) $ (2,234) $ (101,465) $ (15,086)
============== ================ ================= =================
GENTIVA HEALTH SERVICES
Supplemental Information
(in thousands)
4th Quarter Fiscal Year
----------------------------------- ----------------------------------------
1998 1999 1998 1999
--------------- ---------------- ------------------ ------------------
EBITDA before Non-Recurring Charges and Other
Adjustments $ 8,688 $ 4,728 $ 22,280 $ 44,593
Non-Recurring Charges and Other Adjustments
56,000 (1,500) 122,000 15,200
-------------- --------------- ----------------- -----------------
EBITDA (47,312) 6,228 (99,720) 29,393
Depreciation and Amortization 8,323 7,827 31,401 33,625
-------------- --------------- ----------------- -----------------
Operating Profit (Loss) $ (55,635) $ (1,599) $ (131,121) $ (4,232)
============== =============== ================= =================
</TABLE>
