Genesis HealthCare Reports Third Quarter 2015 Results

KENNETT SQUARE, Pa., Nov. 5, 2015 /PRNewswire/ -- 

• Strong Third Quarter Performance and Growth With Pro Forma¹ Adjusted:
  • EBITDAR of $188.8 Million, up 6.3% from Prior Year Quarter
  • EBITDA of $67.2 Million, up 13.1% from Prior Year Quarter
  • Diluted EPS of $0.07
• Recent HUD Financing Approval Advances Balance Sheet Restructuring Initiatives; Expected to Improve Annual Free Cash Flow $25 - $30 Million

Genesis HealthCare (Genesis, or the Company) (NYSE: GEN), one of the largest post-acute care providers in the United States, today announced operating results for the quarter and nine month periods ended September 30, 2015. 

Highlights

• Previously announced expense reductions yield $10.2 million of savings in the third quarter and $25.7 million of savings through the first nine months of 2015; on track to realize $35 million in 2015;
• Skilled Healthcare integration continues as planned; approximately $4.1 million of transaction synergies realized in the third quarter and $8.1 million through the first nine months of 2015; on track to realize $13 million in 2015;
• Pro forma EBITDAR margins of approximately 13.4% grew 60 bps over the prior year quarter;
• Genesis received formal portfolio credit approval from the U.S. Department of Housing and Urban Development Program (HUD);
• Genesis' planned acquisition of Revera Inc.'s 24 skilled nursing facilities and contract rehabilitation business is on track to close by year end, subject to regulatory and licensing approvals and other customary conditions.

"We are pleased to report EBITDA growth in excess of 10% for the third consecutive quarter, exceeding our own expectations," comments George V. Hager, Jr., Chief Executive Officer of Genesis. "Our success managing costs and leveraging our scale through acquisition were the drivers behind our 60 basis points of year-over-year EBITDAR margin expansion. Our focus remains on areas of the business where we can position Genesis for growth, including operational execution, expansion of our rehabilitation therapy segment, and integration of newly acquired and developed inpatient facilities. In the near term, we expect our M&A pipeline, incremental realization of Skilled Healthcare synergies and execution on our other strategic initiatives to position us to sustain our earnings growth rate."

Third Quarter 2015 Results
(Unaudited)

Assuming Genesis and Skilled Healthcare were fully combined in all periods presented, Genesis' adjusted revenue of $1,405.3 million in the third quarter of 2015 would have increased $13.4 million or 1.0% over the prior year quarter.  Revenue growth in the third quarter of 2015 was negatively impacted $14.0 million by the divestiture of six facilities and $8.0 million due to the loss of certain therapy contracts.  As reported GAAP basis revenue of $1,416.0 million in the third quarter of 2015 increased $228.4 million or 19.2% over the prior year quarter, principally due to the combination with Skilled Healthcare in February 2015.

Assuming Genesis and Skilled Healthcare were fully combined in all periods presented, Genesis' adjusted revenue of $4,218.1 million in the nine months ended September 30, 2015 would have increased $30.7 million or 0.7% over the prior year period.  Revenue growth in the nine months ended September 30, 2015 was negatively impacted $32.0 million by the divestiture of six facilities and by $24.6 million due to the loss of therapy contacts.  As reported GAAP basis revenue of $4,178.5 million in the nine months ended September 30, 2015 increased $603.7 million or 16.9% over the prior year period, principally due to the combination with Skilled Healthcare in February 2015.

Assuming Genesis and Skilled Healthcare were combined in all periods presented, adjusted EBITDAR of $188.8 million in the third quarter of 2015 would have increased $11.2 million or 6.3% over the prior year quarter. Adjusted EBITDAR growth in the third quarter of 2015 was driven by $10.2 million of planned cost reductions and approximately $4.1 million of Skilled Healthcare transaction synergies. GAAP basis loss from continuing operations of $61.0 million in the third quarter of 2015 increased $18.4 million or 43% over the prior year quarter.

Assuming Genesis and Skilled Healthcare were combined in all periods presented, adjusted EBITDAR of $572.1 million in the nine months ended September 30, 2015 would have increased $32.8 million or 6.1% over the prior year period. Adjusted EBITDAR growth in the nine months ended September 30, 2015 was driven by $25.7 million of planned cost reductions and approximately $8.1 million of Skilled Healthcare transaction synergies. GAAP basis loss from continuing operations of $212.6 million in the nine months ended September 30, 2015 increased $98.3 million over the prior year period principally due to transaction costs incurred in the Skilled combination and other transactions, offset by the incremental earnings generated by the combined business.

Business Development, Acquisitions and Divestitures
Effective July 1, 2015, as previously announced, Genesis Rehab Services (GRS) signed 91 new therapy contracts with four key customers and acquired 22 outpatient sites.  GRS now provides contract therapy services for more than 1,700 locations across 46 states, the District of Columbia and China. The integration of these new contracts is running smoothly and is on target to contribute an additional $7.5 million in annual EBITDAR.

Genesis previously announced its planned acquisition of Revera Inc.'s 24 skilled nursing facilities and contract rehabilitation business for $240 million.  The acquisition is on track to close by year end, subject to regulatory and licensing approvals and other customary conditions.  The acquisition is expected to contribute $34.0 million in annual EBITDAR.

Genesis continues to look strategically to monetize non-strategic assets and either redeploy the capital to investments providing greater return to shareholders or to repay Genesis' most expensive debt. Over the next nine months, Genesis looks to sell certain non-strategic assets having the potential to produce $100 million to $150 million of net cash proceeds.

Balance Sheet Restructuring
Genesis received formal portfolio credit approval from the U.S. Department of Housing and Urban Development Program (HUD) in October 2015.  Genesis received approval to finance $360 million in HUD insured loans secured by certain facilities previously owned by Skilled Healthcare and $400 million of additional HUD insured loans conditioned upon the submission to and acceptance by HUD of additional qualifying assets. Proceeds from the initial $360 million of HUD insured loan borrowings will be used to refinance a real estate bridge loan at an estimated 400 basis point per annum savings. Individual HUD guaranteed mortgages are expected to close over the course of the first and second quarters of 2016. The Company intends to utilize the additional $400 million of HUD insured loan capacity to refinance 20 properties to be acquired in the previously announced Revera transaction, 20 facility buybacks with its REIT partners and future unidentified transactions.  

"We are keenly focused on increasing our facility ownership and reducing our overall cost of capital," notes Genesis Chief Financial Officer, Tom DiVittorio.  "Our ability to access HUD guaranteed financing, having attractive fixed rates of approximately 4% and 30 year maturities, is a key milestone in this repositioning strategy.  Combined with our announced transactions with our REIT partners, we expect it will increase annual after-tax free cash flow between $25 million and $30 million, a nearly 40% increase off the midpoint of our 2015 guidance."

Skilled Healthcare Loss Contingency Reserve
The Company is engaged in discussions with representatives of the Department of Justice in an effort to reach mutually acceptable resolution of two investigations involving therapy matters and staffing matters related to the former Skilled Healthcare business that combined with the Company effective February 2, 2015.  Discussions have progressed to a point where Genesis believes it is appropriate to accrue an estimated loss contingency reserve of $30.0 million.  Recognition of the loss contingency reserve is not an admission of liability or fault by the Company or any of its subsidiaries.  Because these discussions are ongoing, there can be no certainty about the timing or likelihood of a definitive resolution.  As these discussions proceed and additional information becomes available, the amount of the estimated loss contingency reserve may need to be increased or decreased to reflect this new information.

2015 Guidance
The Company reaffirms its previously announced 2015 adjusted EBITDAR guidance of $755.0 million to $770.0 million, adjusted EBITDA of $267.6 million to $282.6 million, and net income from continuing operations on a diluted basis of $0.34 to $0.39 per share.

The 2015 guidance is based on 154.6 million diluted weighted average common shares outstanding and common stock equivalents on a fully exchanged basis. The Company's earnings guidance was prepared on a pro forma basis to reflect full year estimates assuming the operations of Skilled Healthcare were combined with those of Genesis HealthCare as of January 1, 2015.

Genesis also reaffirms its 2015 recurring free cash flow guidance of approximately $70.0 million. Projected recurring free cash flow is derived from the mid-point of the Company's 2015 adjusted EBITDA guidance of $275.0 million further adjusted for projected cash interest of $72.0 million, recurring capital expenditures of $76.0 million and recurring cash income taxes of $56.0 million.  Cash income taxes assume tax depreciation and amortization expense of approximately $62.0 million and a tax rate of 40%.

Conference Call
Genesis HealthCare will hold a conference call at 8:30 a.m. Eastern Time on Friday, November 6, 2015 to discuss financial results for the first quarter.  Investors can access the conference call by calling (855) 849-2198 or live via a listen-only webcast through the Genesis web site at http://www.genesishcc.com/investor-relations/, where a replay of the call will also be posted for one year. 

About Genesis HealthCare
Genesis HealthCare (NYSE: GEN) is a holding company with subsidiaries that, on a combined basis, comprise one of the nation's largest post-acute care providers with more than 500 skilled nursing centers and assisted/senior living communities in 34 states nationwide. Genesis subsidiaries also supply rehabilitation and respiratory therapy to more than 1,700 healthcare providers in 45 states, the District of Columbia and China.  References made in this release to "Genesis," "the Company," "we," "us" and "our" refer to Genesis HealthCare and each of its wholly-owned companies. Visit our website at www.genesishcc.com.

Forward-Looking Statements
This release includes "forward-looking statements" within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue, "plans" or "prospect," or the negative or other variations thereof or comparable terminology. They include, but are not limited to, statements about Genesis' expectations and beliefs regarding its future financial performance, its anticipated synergy cost savings from the Skilled Healthcare combination, anticipated operating expense reductions, anticipated acquisitions, anticipated divestitures, anticipated development opportunities, anticipated deleveraging opportunities, anticipated balance sheet restructuring and resolution of government investigations. These forward-looking statements are based on current expectations and projections about future events, including the assumptions stated in this release, and there can be no assurance that they will be achieved or occur, in whole or in part, in the timeframes anticipated by the Company or at all.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Genesis may differ materially from that expressed or implied by such forward-looking statements.

These risks and uncertainties include, but are not limited to the following:

• reductions in Medicare reimbursement rates, or changes in the rules governing the Medicare program could have a material adverse effect on our revenue, financial condition and results of operations;
• continued efforts of federal and state governments to contain growth in Medicaid expenditures could adversely affect our revenue and profitability;
• recent federal government proposals could limit the states' use of provider tax programs to generate revenue for their Medicaid expenditures, which could result in a reduction in our reimbursement rates under Medicaid;
• revenue we receive from Medicare and Medicaid is subject to potential retroactive reduction;
• our success is dependent upon retaining key executive and personnel;
• health reform legislation could adversely affect our revenue and financial condition;
• annual caps that limit the amounts that can be paid for outpatient therapy services rendered to any Medicare beneficiary may negatively affect our results of operations;
• we are subject to a Medicare cap amount for our hospice business. Our net patient service revenue and profitability could be adversely affected by limitations on Medicare payments;
• we are subject to extensive and complex laws and government regulations. If we are not operating in compliance with these laws and regulations or if these laws and regulations change, we could be required to make significant expenditures or change our operations in order to bring our facilities and operations into compliance;
• we face inspections, reviews, audits and investigations under federal and state government programs, such as the Department of Justice, and contracts. These investigations and audits could have adverse findings that may negatively affect our business;
• significant legal actions, which are commonplace in our professions, could subject us to increased operating costs and substantial uninsured liabilities, which would materially and adversely affect our results of operations, liquidity and financial condition;
• insurance coverage may become increasingly expensive and difficult to obtain for health care companies, and our self-insurance may expose us to significant losses;
• we may be unable to reduce costs to offset decreases in our patient census levels or other expenses completely;
• future acquisitions may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities;
• we lease a significant number of our facilities and may experience risks relating to lease termination, lease extensions and special charges;
• our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our financial obligations;
• following the combination of FC-GEN Operations Investment LLC and Skilled Healthcare Group, Inc., we may not be able to continue to successfully integrate our operations, which could adversely affect us and the market price of our common stock;
• we have incurred substantial costs and expect to incur additional transaction and integration costs in connection with the combination of FC-GEN Operations Investment LLC and Skilled Healthcare Group, Inc;
• the holders of a majority of the voting power of Genesis' common stock have entered into a voting agreement, and the control group's interests may conflict with yours;
• some of our directors are significant stockholders or representatives of significant stockholders, which may result in the diversion of corporate opportunities and other potential conflicts; and
• we are a "controlled company" within the meaning of NYSE rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements.

The Company's Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the U.S. Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 when it is filed, discuss the foregoing risks as well as other important risks and uncertainties of which investors should be aware. Any forward-looking statements contained herein are made only as of the date of this release. Genesis disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.

Note Regarding Use of Non-GAAP Financial Measures
For a discussion of the reasons why the Company utilizes non-GAAP financial measures and believes that the presentation of such measures provides useful information to investors regarding the Company's financial condition and results of operations, see the Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission on November 5, 2015.                                                                

 

(a)  Our leases are classified as either operating leases, capital leases or financing obligations pursuant to applicable guidance under U.S. GAAP.  We view the primary provisions and economics of these leases, regardless of their accounting treatment, as being nearly identical.  Virtually all of our leases are structured with triple net terms, have fixed annual rent escalators and have long-term initial maturities with renewal options.  Accordingly, in connection with our evaluation of the financial performance of the Company, we reclassify all of our leases to operating lease treatment and reflect lease expense on a cash basis.  This approach allows us to better understand the relationship in each reporting period of our operating performance, as measured by EBITDAR and Adjusted EBITDAR, to the cash basis obligations to our landlords in that reporting period, regardless of the lease accounting treatment.  This presentation and approach is also consistent with the financial reporting and covenant compliance requirements contained in all of our major lease and loan agreements.  The following table summarizes the reclassification adjustments necessary to present all leases as operating leases on a cash basis.

(b)  The acquisition and construction of new businesses has become an important element of our growth strategy.  Many of the businesses we acquire have a history of operating losses and continue to generate operating losses in the months that follow our acquisition.  Newly constructed or developed businesses also generate losses while in their start-up phase.  We view these losses as both temporary and an expected component of our long-term investment in the new venture.  We adjust these losses when computing Adjusted EBITDAR and Adjusted EBITDA in order to better evaluate the performance of our core business.  The activities of such businesses are adjusted when computing Adjusted EBITDAR and Adjusted EBITDA until such time as a new business generates positive Adjusted EBITDA.  The operating performance of new businesses are no longer adjusted when computing Adjusted EBITDAR and Adjusted EBITDA beginning the period in which a new business generates positive Adjusted EBITDA and all periods thereafter.  The divestiture of underperforming or non-strategic facilities has also become an important element of our earnings optimization strategy.  We eliminate the results of divested facilities beginning in the quarter in which they become divested.  We view the losses associated with the wind down of such divested facilities as non-recurring and not indicative of the performance of our core business.

(c)  Other adjustments represent costs or gains associated with transactions or events that we do not believe are reflective of our core recurring operating business.  Other adjustments also include the effect of expensing non-cash stock-based compensation related to restricted stock units.  The following items were realized in the periods presented.

(1)  We incurred costs related to the termination, severance and restructuring of certain components of the Company's business.

(2)  We incurred legal defense and other related costs in connection with certain matters in dispute or under appeal with regulatory agencies.

(3)  We incurred business development costs in connection with the evaluation and start-up of services outside our existing service offerings.

(4) We incurred a self-insured program adjustment for the actuarially developed GLPL and worker's compensation claims related to policy periods 2014 and prior.  The Company also recorded approximately $6 million of incremental development related to the first nine months of 2015, which has not been excluded from our non-GAAP results.

(5)  We incurred costs associated with transactions including the combination with Skilled Healthcare Group, Inc. and other transactions.

(6)  We realized a net gain on the sale of certain assets in the nine months ended September 30, 2015.

(7)  We incurred $2.0 million of non-cash stock-based compensation related to restricted stock units.

(8) We recognized $31.5 million of loss contingency expense associated with three Skilled Healthcare regulatory matters.

(d)  Assumes 153.7 million diluted weighted average common shares outstanding and common stock equivalents on a fully exchanged basis.

(e)  Pro forma adjusted income from continuing operations per share assumes a calculated tax rate of 40%, and is computed as follows:  Pro forma adjusted income before income taxes x (1 - 40% tax rate) / diluted weighted average shares on a fully exchanged basis.

Genesis HealthCare Contact:   
Investor Relations 
610-925-2000

SOURCE Genesis HealthCare