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      Genesis HealthCare Reports First Quarter 2015 Results


      News provided by

      Genesis HealthCare

      May 07, 2015, 04:27 ET

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      KENNETT SQUARE, Pa., May 7, 2015 /PRNewswire/ --

      • Solid Quarter With Pro Forma1 Adjusted:
        • EBITDAR of $185.4 Million
        • EBITDA of $66.2 Million
        • Diluted EPS of $0.07
      • Significant Progress Made in Deleveraging Activities and Real Estate Acquisitions
      • Announces Initiative to Expand Therapy Operations to China

      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 ended March 31, 2015. 

      Highlights for the Quarter

      • Generated strong pro forma1 EBITDAR and EBITDA growth of 6.5% and 11.6%, respectively;
      • 2015 adjusted EBITDAR and EBITDA guidance reaffirmed with confidence; EPS guidance adjusted for acquisition accounting;
      • Previously announced expense reductions yield $6.5 million of savings in the quarter; on track to realize $30 to $40 million in 2015;
      • Skilled Healthcare integration is going well. Company reaffirms Skilled synergy estimates of:
        • $25 million (with upside potential) by mid-2016
        • $13 million in 2015
        • Approximately $1 million realized in the first quarter
      • One newly built PowerBack Rehabilitation facility opened and one traditional skilled nursing facility acquired during the quarter; two additional PowerBack-like facilities acquired in May;
      • 120 new therapy contract starts and a 24 rehab outpatient site acquisition expected in July;
      • Non-core asset sales, facility divestitures and closed Real Estate Investment Trust (REIT) transactions resulted in $27.6 million in cash proceeds received in the quarter and $4.7 million in annual rent reductions.

      "I am pleased to report a very strong quarter on a number of fronts," comments George V. Hager, Jr., Chief Executive Officer of Genesis. "First, the operating performance of our core businesses was dramatically improved from the fourth quarter of 2014, particularly in the area of routine expense management.  Second, the integration of Skilled Healthcare operations is going well and we expect to begin benefiting from the previously announced synergies in the second quarter.  Third, and separate from the synergies, we successfully reduced our operating expenses by $6.5 million resulting from the strategy we began implementing in the fourth quarter of 2014.  And last, we believe we've made excellent progress on new business development and deleveraging activities, including non-core asset sales and master lease amendments that will reduce fixed charges and increase facility ownership."

      First Quarter 2015 Results
      (Unaudited)











      Three months ended March 31, 2015


      Three months ended March 31, 2014


      Pro Forma1 Non-GAAP Growth 

      (IN THOUSANDS, EXCEPT PER SHARE DATA)

      GAAP

      Pro Forma1  Non-

      GAAP


      GAAP

      Pro Forma1  Non-

      GAAP


      Dollars

      Percentage

      Net Revenue / Adjusted Net Revenue

      $        1,343,001

      $        1,402,526


      $      1,186,544

      $      1,392,127


      $        10,399

      0.7%

      EBITDAR / Adjusted EBITDAR

      175,347

      185,365


      148,255

      174,025


      11,340

      6.5%

      EBITDA / Adjusted EBITDA

      138,928

      66,221


      115,456

      59,324


      6,897

      11.6%

      Fully Diluted EPS / Adjusted Fully Diluted EPS

      (1.50)

      0.07


       Not provided 




















      1To facilitate comparisons, pro forma results for the three months ended March 31, 2015 and 2014 were prepared on a basis assuming the combination of Skilled Healthcare and Genesis HealthCare occurred at the beginning of the respective period presented rather than as of February 2, 2015, which is the actual date of the combination. See reconciliation of pro forma results to GAAP results in the tables in this release.


      Assuming Genesis and Skilled Healthcare were fully combined in all periods presented, adjusted revenue of $1.403 billion in the current year quarter would have increased $10.4 million or 0.7% over the prior year quarter.  Revenue growth in the current year quarter was negatively impacted $8.0 million by the divestiture of two facilities and by $9.0 million due to the loss of therapy contracts.  Both elements of divested revenue were considered in the Company's full year guidance.  As reported GAAP basis revenue of $1.343 billion in the current year quarter increased $156.5 million or 13.2% over the prior year quarter, principally due to the combination with Skilled Healthcare in February of 2015.

      Also assuming Genesis and Skilled Healthcare were combined in all periods presented, adjusted EBITDAR of $185.4 million in the current year quarter would have increased $11.3 million or 6.5% over the prior year quarter. Adjusted EBITDAR growth in the current year quarter was driven by strong earnings growth in the Company's inpatient segment, offset by an anticipated decline in earnings in the Rehabilitation Therapy segment as a result of divested contracts previously mentioned.  In the current year quarter, the Company estimates it realized $6.5 million of its planned cost reductions and approximately $1.0 million of Skilled Healthcare transaction synergies. GAAP basis loss from continuing operations of $118.4 million in the current year quarter increased $77.6 million or 190% over the prior year quarter principally due to $86.1 million of transaction costs incurred in connection with the Skilled Healthcare combination and other transactions.

      REIT Transactions
      The Company is in varying stages of discussion and agreement with its major REIT partners in connection with a series of facility acquisitions, divestitures, closures and rent-prepayments. The transactions currently contemplated involve 21 facility acquisitions and 12 facility divestitures or closures.  The aggregate invested capital is estimated at $295 million, including $256 million of facility acquisitions, resulting in $35 million in annual rent reductions. The Company intends to finance approximately 60% of the total cost via mortgage financing, with the balance financed with non-core asset sale proceeds and/or capital raising activities.  Upon reaching definitive agreements with our REIT partners, the Company expects the majority of the transactions will close in stages during 2016.  To date, consummated REIT transactions include two facility divestitures and rent-prepayments resulting in no material impact to EBITDAR and $4.7 million in annual rent reductions.

      "We are pleased with the progress made to date," noted Mr. Hager.  "It has been a truly collaborative process and we place tremendous value on our REIT partner relationships. I expect the completed and presently contemplated REIT transactions, along with our HUD refinancing strategy, will improve Genesis' capital structure and provide us more financial flexibility.  When fully completed, these transactions will increase facility ownership from approximately 15% to 20% and improve our fixed charge coverage ratio by approximately 0.10x."

      Business Development and Acquisitions
      In the first quarter of 2015, Genesis opened its second PowerBack Rehabilitation facility in the Denver market.  Located in Lafayette, CO, this newly constructed 99-bed facility provides a rapid recovery alternative for patients requiring post-hospital rehabilitation and medical services related to acute illness, surgery or injury. Also, in the first quarter, we acquired a traditional 140-bed skilled nursing facility in San Antonio, TX.

      On May 1, 2015, Genesis closed a transaction to acquire two PowerBack-like buildings in Texas.  One facility in Richardson, TX was lease financed.  The other is in San Antonio, TX, and was purchased by Genesis for $13 million, including $8 million of assumed HUD debt.  Genesis intends to convert these facilities to the PowerBack Rehabilitation brand over the next several months. 

      During the first quarter of 2015, Genesis Rehab Services (GRS) signed agreements with several large customers, adding a total of 120 new contract sites effective July 1, 2015.  GRS also expects to acquire 24 out-patient clinics with an expected close of July 1, 2015, subject to the satisfaction of customary closing conditions.

      Balance Sheet and Non-Core Asset Sales
      During the first quarter, Genesis sold its interest in a leading provider of diagnostic, laboratory services and hospice care for $26.4 million.  The Company also sold an owned office building for $1.2 million. Proceeds from these transactions were used to repay revolving credit facility debt.  At March 31, 2015, the Company's cash totaled $95.7 million and total net debt was $898 million.

      "Strong cash flow generation was another highlight for the quarter," noted Tom DiVittorio, CFO of Genesis. "Our commitment to reduce fixed charges and pursue accretive business development opportunities is expected to grow our cash flow over time."

      Initiative in China
      Unlike the post-acute care infrastructure in the United States, China has limited post-acute care options for patients requiring rehabilitation after their hospital stay.  As a result, patients tend to stay at the hospital for the duration of their recovery.  In connection with an initiative to participate in this new market, Genesis recently opened a health and wellness Vitality Center in Phoenix City, Zengcheng, China, the first of its kind in China. Genesis plans to open a second facility, Qinhuangdao Spring of Power Center, an in-patient rehabilitation center with the potential for 300 licensed beds in the third quarter of 2015.  Also, on April 9, 2015, Genesis signed a memorandum of understanding with intent to enter into a joint venture agreement with BangEr Orthopedic Hospital Group to open post-acute in-patient and out-patient rehab services in each of its 11 hospitals in China.

      "This is an exciting venture for Genesis and our first expansion outside of the United States," notes Mr. Hager.  "With 14.8% of the Chinese population over the age of 60 and 70 million people in need of rehabilitation services2, there is significant market potential in China.  As one of the largest and most experienced post-acute providers in the United States, it was a natural fit to take our expertise to this new market.  While still small and at this time not material to the overall results of the Company, we are excited by the potential of this new opportunity."

      2015 Guidance
      The Company reaffirms its previously announced 2015 adjusted EBITDAR guidance of $755.0 million to $770.0 million and adjusted EBITDA of $267.6 million to $282.6 million.  The Company is in the process of allocating the fair value of Skilled Healthcare to property, plant and equipment, identifiable intangible assets, net current assets and deferred income taxes based upon preliminary valuation data and estimates. Based upon its preliminary assessment, the Company is increasing its 2015 estimate of non-cash depreciation and amortization expense by $12 million to reflect a higher than expected allocation of value to certain identifiable intangible assets. As a result, the Company is adjusting its previous 2015 adjusted net income from continuing operations on a diluted basis from a range of $0.34 to $0.39 per share to a revised range of $0.29 to $0.34 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, May 8, 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. 

      2 ICAIA Research. Geriatric Rehabilitation Training in China. September 2014.

      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 1,600 healthcare providers in 46 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, divestitures, joint ventures and development opportunities, anticipated deleveraging opportunities. 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 and contracts. These 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 March 31, 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 May 7, 2015. 

      Genesis HealthCare Contact:
      Investor Relations
      610-925-2000

      GENESIS HEALTHCARE, INC.


      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

      (UNAUDITED)


      (IN THOUSANDS, EXCEPT PER SHARE DATA)







      Three months ended March 31,



      2015


      2014












      Net revenues

      $                1,343,001


      $             1,186,544







      Salaries, wages and benefits

      819,938


      746,490


      Other operating expenses

      348,285


      292,698


      Lease expense

      36,419


      32,799


      Depreciation and amortization expense

      59,933


      47,500


      Interest expense

      121,313


      108,750


      Loss on extinguishment of debt

      3,234


      499


      Investment income

      (416)


      (943)


      Transaction costs

      86,069


      2,249


      Other income

      (7,611)


      -


      Equity in net (income) loss of unconsolidated affiliates

      (153)


      44







      Loss before income tax benefit

      (124,010)


      (43,542)


      Income tax benefit

      (5,648)


      (2,754)


      Loss from continuing operations

      (118,362)


      (40,788)


      Income (loss) from discontinued operations, net of taxes

      112


      (3,194)







      Net loss

      (118,250)


      (43,982)


      Less net loss (income) attributable to noncontrolling interests

      5,684


      (185)







      Net loss attributable to Genesis Healthcare, Inc.

      $                 (112,566)


      $                 (44,167)












      Loss per common share:










      Basic and diluted:










      Weighted average shares outstanding for basic and diluted (loss) income from continuing

      operations per share

      75,234


      49,865







      Basic and diluted net (loss) income per common share:





      Loss from continuing operations attributable to Genesis Healthcare, Inc.

      $                       (1.50)


      $                     (0.82)


      Loss from discontinued operations

      0.00


      (0.06)


      Net loss attributable to Genesis Healthcare, Inc.

      $                       (1.50)


      $                     (0.88)


      GENESIS HEALTHCARE, INC.

      CONDENSED CONSOLIDATED BALANCE SHEETS

      (UNAUDITED)

      (IN THOUSANDS)












      March 31, 2015


      December 31, 2014









      Assets:








      Current assets:








      Cash and equivalents





      $                        95,708


      $                     87,548

      Accounts receivable, net of allowances for doubtful accounts


      763,006


      605,830

      Other current assets





      142,242


      202,808

      Total current assets





      1,000,956


      896,186

      Property and equipment, net of accumulated depreciation 



      3,947,941


      3,493,250

      Identifiable intangible assets, net of accumulated amortization


      233,181


      173,112

      Goodwill





      423,387


      169,681

      Other long-term assets





      425,891


      409,179

      Total assets





      $                   6,031,356


      $                5,141,408









      Liabilities and Stockholders' Deficit:






      Current liabilities:








      Accounts payable and accrued expenses



      $                      374,049


      $                   320,339

      Accrued compensation





      255,881


      192,838

      Other current liabilities





      161,745


      147,405

      Total current liabilities




      791,675


      660,582









      Long-term debt





      980,911


      525,728

      Capital lease obligations





      1,005,555


      1,002,762

      Financing obligations





      2,928,998


      2,911,200

      Other long-term liabilities





      529,737


      498,626

      Stockholders' deficit





      (205,520)


      (457,490)

      Total liabilities and stockholders' deficit



      $                   6,031,356


      $                5,141,408

      GENESIS HEALTHCARE, INC.


      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


      (UNAUDITED)


      (IN THOUSANDS)











      Three months ended March 31,





      2015


      2014









      Net cash (used in) provided by operating activities1


      $                     (2,482)


      $                    12,818


      Net cash provided by (used in) investing activities


      6,290


      (28,605)


      Net cash provided by financing activities


      4,352


      13,610









      Net increase (decrease) in cash and equivalents


      8,160


      (2,177)


      Beginning of period



      87,548


      61,413









      End of period



      $                    95,708


      $                    59,236









      1Net cash from operating activities includes a cash use of approximately $29.5 million and $2.0 million from funded

      transactions costs in the three months ended March 31, 2015 and 2014, respectively.





















      GENESIS HEALTHCARE, INC.

      RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

      (UNAUDITED)

      (IN THOUSANDS, EXCEPT PER SHARE DATA)














      As reported


      Adjustments


      As adjusted

      Non-GAAP as adjusted

      Pro forma adjusted


      Three months ended March 31, 2015


      Conversion to cash basis leases (a)


      Newly acquired

      or constructed

      businesses with

      start-up losses

      (b)


      Other

      adjustments (c)


      Three months ended March 31, 2015

      Skilled Healthcare Group, Inc. One month ended January 31, 2015

      Three months ended March 31, 2015





      Net revenues

      $           1,343,001


      $                    -


      $           (12,383)


      $                  620


      $          1,331,238

      $                   71,288

      $            1,402,526













      Salaries, wages and benefits

      819,938


      -


      (7,066)


      (1,683)


      811,189

      43,926

      855,115

      Other operating expenses

      348,285


      -


      (5,470)


      -


      342,815

      19,946

      362,761

      Lease expense

      36,419


      83,908


      (2,949)


      -


      117,378

      1,766

      119,144

      Depreciation and amortization expense

      59,933


      (33,592)


      (1,244)


      -


      25,097

      1,998

      27,095

      Interest expense

      121,313


      (102,334)


      (32)


      -


      18,947

      2,521

      21,468

      Loss on extinguishment of debt

      3,234


      -


      -


      (3,234)


      -

      -

      -

      Other income

      (7,611)


      -


      -


      7,611


      -

      11

      11

      Investment income

      (416)


      -


      -


      -


      (416)

      -

      (416)

      Transaction costs

      86,069


      -


      -


      (86,069)


      -

      -

      -

      Equity in net income of unconsolidated affiliates

      (153)


      -


      -


      -


      (153)

      (146)

      (299)

      (Loss) income before income tax benefit

      $            (124,010)


      $             52,018


      $               4,378


      $             83,995


      $               16,381

      $                     1,266

      $                 17,647

      Income tax (benefit) expense

      (5,648)


      12,074


      1,016


      19,497


      26,939

      494

      27,433

      (Loss) income from continuing operations

      $            (118,362)


      $             39,944


      $               3,362


      $             64,498


      $              (10,558)

      $                        772

      $                 (9,786)

      Loss (income) from discontinued operations, net of taxes

      (112)


      460


      -


      -


      348

      -

      348

      Net (loss) income attributable to noncontrolling interests

      (5,684)


      14,555


      1,225


      23,502


      33,598

      531

      34,129













      Net (loss) income attributable to Genesis Healthcare,

      Inc.

      $            (112,566)


      $             24,929


      $               2,137


      $             40,996


      $              (44,504)

      $                        241

      $               (44,263)













      Depreciation and amortization expense

      59,933


      (33,592)


      (1,244)


      -


      25,097

      1,998

      27,095

      Interest expense

      121,313


      (102,334)


      (32)


      -


      18,947

      2,521

      21,468

      Loss on extinguishment of debt

      3,234


      -


      -


      (3,234)


      -

      -

      -

      Other income

      (7,611)


      -


      -


      7,611


      -

      11

      11

      Transaction costs

      86,069


      -


      -


      (86,069)


      -

      -

      -

      Income tax (benefit) expense

      (5,648)


      12,074


      1,016


      19,497


      26,939

      494

      27,433

      Loss (income) from discontinued operations, net of taxes

      (112)


      460


      -


      -


      348

      -

      348

      Net (loss) income attributable to noncontrolling interests

      (5,684)


      14,555


      1,225


      23,502


      33,598

      531

      34,129













      EBITDA / Adjusted EBITDA

      $              138,928


      $           (83,908)


      $               3,102


      $               2,303


      $               60,425

      $                     5,796

      $                 66,221

      Lease expense

      36,419


      83,908


      (2,949)


      -


      117,378

      1,766

      119,144













      EBITDAR / Adjusted EBITDAR

      $              175,347


      $                      -


      $                  153


      $               2,303


      $             177,803

      $                     7,562

      $               185,365













      (Loss) income per common share:
























      Diluted:
























      Weighted average shares outstanding for diluted (loss) income from continuing operations per share (d)

      75,234










      153,680













      Diluted net (loss) income from continuing operations per share (e)

      $                  (1.50)










      $                     0.07













      See (a), (b), (c), (d) and (e) footnote references contained herein.
























      GENESIS HEALTHCARE, INC.

      RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

      (UNAUDITED)

      (IN THOUSANDS, EXCEPT PER SHARE DATA)














      As reported


      Adjustments


      As adjusted

      Non-GAAP as adjusted

      Pro forma adjusted


      Three months ended March 31, 2014


      Conversion to cash basis leases (a)


      Newly acquired

      or constructed

      businesses with

      start-up losses

      (b)


      Other

      adjustments (c)


      Three months ended March 31, 2014

      Skilled Healthcare Group, Inc. Three months ended March 31, 2014

      Three months ended March 31, 2014





      Net revenues

      $           1,186,544


      $                    -


      $             (2,884)


      $               1,167


      $              1,184,827

      $                 207,300

      $           1,392,127













      Salaries, wages and benefits

      746,490


      -


      (1,742)


      (1,800)


      742,948

      131,427

      874,375

      Other operating expenses

      292,698


      -


      (1,252)


      (119)


      291,327

      53,845

      345,172

      Lease expense

      32,799


      77,563


      (435)


      -


      109,927

      4,774

      114,701

      Depreciation and amortization expense

      47,500


      (31,868)


      (51)


      -


      15,581

      6,085

      21,666

      Interest expense

      108,750


      (95,408)


      -


      -


      13,342

      7,996

      21,338

      Loss on extinguishment of debt

      499


      -


      -


      (499)


      -

      -

      -

      Other income

      -


      -


      -


      -


      -

      (38)

      (38)

      Investment income

      (943)


      -


      -


      -


      (943)

      -

      (943)

      Transaction costs

      2,249


      -


      -


      (2,249)


      -

      -

      -

      Equity in net loss (income) of unconsolidated affiliates

      44


      -


      -


      -


      44

      (546)

      (502)

      (Loss) income before income tax benefit

      $              (43,542)


      $             49,713


      $                  596


      $               5,834


      $                   12,601

      $                     3,757

      $                16,358

      Income tax (benefit) expense

      (2,754)


      3,142


      38


      369


      795

      1,778

      2,573

      (Loss) income from continuing operations

      $              (40,788)


      $             46,571


      $                  558


      $               5,465


      $                   11,806

      $                     1,979

      $                13,785

      Loss (income) from discontinued operations, net of taxes

      3,194


      (1,527)


      -


      -


      1,667

      -

      1,667

      Net loss attributable to noncontrolling interests

      185


      -


      -


      -


      185

      -

      185













      Net (loss) income attributable to Genesis Healthcare, Inc.

      $              (44,167)


      $             48,098


      $                  558


      $               5,465


      $                     9,954

      $                     1,979

      $                11,933













      Depreciation and amortization expense

      47,500


      (31,868)


      (51)


      -


      15,581

      6,085

      21,666

      Interest expense

      108,750


      (95,408)


      -


      -


      13,342

      7,996

      21,338

      Loss on extinguishment of debt

      499


      -


      -


      (499)


      -

      -

      -

      Other income

      -


      -


      -


      -


      -

      (38)

      (38)

      Transaction costs

      2,249


      -


      -


      (2,249)


      -

      -

      -

      Income tax (benefit) expense

      (2,754)


      3,142


      38


      369


      795

      1,778

      2,573

      Loss (income) from discontinued operations, net of taxes

      3,194


      (1,527)


      -


      -


      1,667

      -

      1,667

      Net income attributable to noncontrolling interests

      185


      -


      -


      -


      185

      -

      185













      EBITDA / Adjusted EBITDA

      $              115,456


      $           (77,563)


      $                  545


      $               3,086


      $                   41,524

      $                   17,800

      $                59,324

      Lease expense

      32,799


      77,563


      (435)


      -


      109,927

      4,774

      114,701













      EBITDAR / Adjusted EBITDAR

      $              148,255


      $                      -


      $                  110


      $               3,086


      $                 151,451

      $                   22,574

      $              174,025













      Loss per common share:
























      Diluted:
























      Weighted average shares outstanding for diluted (loss) income from continuing operations per share (d)

      49,865























      Diluted net (loss) income from continuing operations per share (e)

      $                  (0.82)










       Not calculated 













      See (a), (b), (c), (d) and (e) footnote references contained herein.























       

      (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.



      Three months ended March 31, 



      2015


      2014



      (in thousands)

      Lease expense:





      Cash rent - capital leases 


      $            22,925


      $             22,325

      Cash rent - financing obligations


      62,770


      58,535

      Non-cash - operating lease arrangements


      (1,787)


      (3,297)

      Lease expense adjustments


      $            83,908


      $             77,563






      Depreciation and amortization expense:





      Captial lease accounting


      $            (8,779)


      $             (8,999)

      Financing obligation accounting


      (24,813)


      (22,869)

      Depreciation and amortization expense adjustments


      $          (33,592)


      $           (31,868)






      Interest expense:





      Captial lease accounting


      $          (25,486)


      $           (24,122)

      Financing obligation accounting


      (76,848)


      (71,286)

      Interest expense adjustments


      $        (102,334)


      $           (95,408)






      Total pre-tax lease accounting adjustments


      $          (52,018)


      $           (49,713)






      (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.  There were seven acquired or newly constructed businesses eliminated from our reported results when computing adjusted results for the three months ended March 31, 2015 and 2014, respectively.  The results for the three months ended March 31, 2015 were also adjusted for losses incurred in our rehabilitation services start-up activities in China.


      (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.  The following items were realized in the periods presented.



      Three months ended March 31, 



      2015


      2014



      (in thousands)

      Severance and restructuring (1)


      $              1,658


      $               1,481

      Regulatory defense and related costs (2)


      645


      1,455

      New business development costs (3)


      -


      150

      Transaction costs (4)


      86,069


      2,249

      Loss on early extinguishment of debt 


      3,234


      499

      Other income (5)


      (7,611)


      -

      Tax benefit from total adjustments


      (19,497)


      (369)

      Total other adjustments


      $            64,498


      $               5,465

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


      (5)  We realized a net gain on the sale of certain assets.


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


      (e)  Pro forma adjusted income from continuing operations per share assumes an effective tax rate of 40%, and is computed as follows:  Pro forma adjusted income before income taxes of $17.6 million x (1 - 40% tax rate) / 153.7 million diluted weighted average shares on a fully exchanged basis.

      SKILLED HEALTHCARE GROUP, INC.

      RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

      (UNAUDITED)

      (IN THOUSANDS)























      GAAP as reported




      Non-GAAP as adjusted



      GAAP as reported




      Non-GAAP as adjusted






      One month ended

      January 31, 2015


      Adjustments


      One month

      ended January

      31, 2015



      Three months ended March 31, 2014


      Adjustments


      Three months ended March 31, 2014


















      Net revenues





      $                  71,288


      $                     -


      $            71,288



      $                207,300


      $                    -


      $                207,300








      -


      -



      -


      -


      -

      Salaries, wages and benefits





      44,842


      (916)


      43,926



      131,427


      -


      131,427

      Other operating expenses





      20,291


      (345)


      19,946



      54,966


      (1,121)


      53,845

      Lease expense





      1,766


      -


      1,766



      4,774


      -


      4,774

      Depreciation and amortization expense





      1,998


      -


      1,998



      6,085


      -


      6,085

      Interest expense





      2,521


      -


      2,521



      7,996


      -


      7,996

      Other (income) loss





      11


      -


      11



      (38)


      -


      (38)

      Transaction costs





      4,638


      (4,638)


      -



      -


      -


      -

      Equity in net income of unconsolidated affiliates





      (146)


      -


      (146)



      (546)


      -


      (546)

      Income tax (benefit) expense





      (1,807)


      2,301


      494



      1,341


      437


      1,778


















      Net (loss) income 





      (2,826)


      3,598


      772



      1,295


      684


      1,979


















      Depreciation and amortization expense





      1,998


      -


      1,998



      6,085


      -


      6,085

      Interest expense





      2,521


      -


      2,521



      7,996


      -


      7,996

      Other (income) loss





      11


      -


      11



      (38)


      -


      (38)

      Transaction costs





      4,638


      (4,638)


      -



      -


      -


      -

      Income tax (benefit) expense





      (1,807)


      2,301


      494



      1,341


      437


      1,778


















      EBITDA / Adjusted EBITDA





      4,535


      1,261


      5,796



      16,679


      1,121


      17,800

      Lease expense





      1,766


      -


      1,766



      4,774


      -


      4,774


















      EBITDAR / Adjusted EBITDAR





      $                    6,301


      $                1,261


      $              7,562



      $                  21,453


      $               1,121


      $                  22,574


















      The following adjustments represent costs or gains associated with transactions or events that we do not believe are reflective of Skilled Healthcare Group's




      recurring operating business.  









































      One month ended January 31, 2015







      Three months ended March 31, 2014



      Severance and restructuring







      $                1,333







      $                  440



      Regulatory defense and related costs







      41







      314



      Exist costs of divested facilities







      -







      367



      Transaction costs







      4,525







      -



      Tax benefit of total adjustments







      (2,301)







      (437)



      Total adjustments







      $                3,598







      $                  684



      GENESIS HEALTHCARE, INC.

      KEY FINANCIAL PERFORMANCE INDICATORS

      (UNAUDITED)









      Three months ended March 31,




      2015

      2014




      (In thousands)






      Financial Results




      EBITDAR

      $                     175,347

      $                     148,255


      EBITDA

      138,928

      115,456


      Adjusted EBITDAR

      177,803

      151,451


      Adjusted EBITDA

      60,425

      41,524


      Pro forma adjusted EBITDAR

      185,365

      174,025


      Pro forma adjusted EBITDA

      66,221

      59,324






      INPATIENT SEGMENT:






      Three months ended March 31,




      2015

      2014





      Occupancy Statistics - Inpatient




      Available licensed beds in service at end of period

      56,672

      46,499


      Available operating beds in service at end of period

      54,890

      45,077


      Available patient days based on licensed beds

      4,776,173

      4,189,124


      Available patient days based on operating beds

      4,628,881

      4,060,428


      Actual patient days

      4,088,847

      3,632,068


      Occupancy percentage - licensed beds

      85.6%

      86.7%


      Occupancy percentage - operating beds

      88.3%

      89.5%


      Skilled mix

      22.9%

      22.2%


      Average daily census

      45,432

      40,356







      Revenue per patient day (skilled nursing facilities)





      Medicare Part A

      $                            500

      $                            491



      Medicare total (including Part B)

      533

      530



      Insurance

      438

      446



      Private and other

      314

      321



      Medicaid

      215

      213



      Medicaid (net of provider taxes)

      194

      192



      Weighted average (net of provider taxes)

      $                            273

      $                            271






      Patient days by payor (skilled nursing facilities)




      Medicare

      579,898

      530,298


      Insurance

      287,759

      224,287



      Total skilled mix days

      867,657

      754,585


      Private and other

      286,586

      241,623


      Medicaid

      2,646,502

      2,399,760

      Total Days

      3,800,745

      3,395,968







      GENESIS HEALTHCARE, INC.

      KEY FINANCIAL PERFORMANCE INDICATORS

      (UNAUDITED)









      Three months ended March 31,




      2015

      2014















      Patient days as a percentage of total patient days (skilled nursing facilities)



      Medicare

      15.3%

      15.6%


      Insurance

      7.6%

      6.6%



      Skilled mix

      22.9%

      22.2%


      Private and other

      7.5%

      7.1%


      Medicaid

      69.6%

      70.7%

      Total


      100.0%

      100.0%






      Facilities at end of period



      Skilled nursing facilities




      Leased

      382

      357


      Owned

      32

      2


      Joint Venture

      5

      5


      Managed *

      36

      14



      Total skilled nursing facilities

      455

      378



      Total licensed beds

      55,365

      46,106






      Assisted living facilities:




      Leased

      29

      27


      Owned

      22

      1


      Joint Venture

      1

      1


      Managed

      4

      4



      Total assisted living facilities

      56

      33



      Total licensed beds

      3,952

      2,731

      Total facilities

      511

      411






      Total Jointly Owned and Managed– (Unconsolidated)

      18

      17






      REHABILITATION THERAPY SEGMENT:






      Three months ended March 31,




      2015

      2014





      Revenue mix %:



      Company-operated

      39%

      37%

      Non-affiliated

      61%

      63%

      Sites of service (at end of period)

      1,569

      1,385

      Revenue per site

      $                     168,751

      $                     174,095

      Therapist efficiency %

      69%

      70%











      * Includes 20 facilities located in Texas for which the real estate is owned by Genesis.







      GENESIS HEALTHCARE, INC.

      RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

      2015 GUIDANCE - LOW END OF RANGE

      (IN THOUSANDS,  EXCEPT PER SHARE DATA)


















      Adjustments

      As adjusted




      Twelve months

      ended December

      31, 2015


      Conversion to

      cash basis leases

      (a)


      Newly acquired or

      constructed

      businesses with

      start-up losses (b)


      Other adjustments

      (c)


      Twelve months

      ended December

      31, 2015













       Net revenues 



      $           5,744,197


      $                       -


      $              (25,759)


      $                       -


      $           5,718,438













       Salaries, wages and benefits 



      3,566,752


      -


      (16,175)


      -


      3,550,577

       Other operating expenses 



      1,427,595


      -


      (11,734)


      -


      1,415,861

       Lease expense 



      157,874


      334,941


      (5,383)


      -


      487,432

       Depreciation and amortization expense 



      233,834


      (126,525)


      -


      -


      107,309

       Interest expense 



      507,203


      (421,251)


      -


      -


      85,952

       Investment income 



      (2,000)


      -


      -


      -


      (2,000)

       Transaction costs 



      88,989


      -


      -


      (88,989)


      -

       Equity in net income of unconsolidated affiliates 



      (1,050)


      -


      -


      -


      (1,050)

       (Loss) income before income tax expense 



      $            (235,000)


      $              212,835


      $                  7,533


      $                88,989


      $                74,357

       Income tax expense (benefit) 



      (94,000)


      85,134


      3,013


      35,596


      29,743

       Income (loss) from continuing operations 



      $            (141,000)


      $              127,701


      $                  4,520


      $                53,393


      $                44,614













       Earnings (loss) per share, diluted: 



      $                  (0.91)








      $                    0.29

       Weighted-average common shares outstanding, diluted,  












       on a fully exchanged basis 



      154,603








      154,603













      Adjustments to Compute EBITDA/Adjusted EBITDA and EBITDAR / Adjusted EBITDAR







       Depreciation and amortization expense 



      233,834


      (126,525)


      -


      -


      107,309

       Interest expense 



      507,203


      (421,251)


      -


      -


      85,952

       Transaction costs 



      88,989


      -


      -


      (88,989)


      -

       Income tax expense (benefit) 



      (94,000)


      85,134


      3,013


      35,596


      29,743













       EBITDA / Adjusted EBITDA 



      $              595,026


      $            (334,941)


      $                  7,533


      $                       -


      $              267,618

       Lease expense 



      157,874


      334,941


      (5,383)


      -


      487,432

       EBITDAR / Adjusted EBITDAR 



      $              752,900


      $                       -


      $                  2,150


      $                       -


      $              755,050













      See (a), (b), and (c) footnote references contained herein.  The Company's guidance was prepared assuming (1) the Skilled Healthcare Combination occurred effective

      January 1, 2015, (2) the Company's effective tax rate is 40% and (3) diluted weighted average shares outstanding include the shares of currently held noncontrolling

      interests on a fully exchanged basis.


















      GENESIS HEALTHCARE, INC.

      RECONCILIATION OF NET (LOSS) INCOME TO EBITDA, EBITDAR, ADJUSTED EBITDA AND ADJUSTED EBITDAR

      2015 GUIDANCE - HIGH END OF RANGE

      (IN THOUSANDS,  EXCEPT PER SHARE DATA)


















      Adjustments

      As adjusted




      Twelve months

      ended December

      31, 2015


      Conversion to

      cash basis leases

      (a)


      Newly acquired or

      constructed

      businesses with

      start-up losses (b)


      Other adjustments

      (c)


      Twelve months

      ended December

      31, 2015













       Net revenues 



      $           5,824,197


      $                       -


      $              (25,759)


      $                       -


      $           5,798,438













       Salaries, wages and benefits 



      3,614,512


      -


      (16,175)


      -


      3,598,337

       Other operating expenses 



      1,446,798


      -


      (11,734)


      -


      1,435,064

       Lease expense 



      157,874


      334,941


      (5,383)


      -


      487,432

       Depreciation and amortization expense 



      234,554


      (126,525)


      -


      -


      108,029

       Interest expense 



      508,003


      (421,251)


      -


      -


      86,752

       Investment income 



      (3,000)


      -


      -


      -


      (3,000)

       Transaction costs 



      88,989


      -


      -


      (88,989)


      -

       Equity in net income of unconsolidated affiliates 



      (2,000)


      -


      -


      -


      (2,000)

       (Loss) income before income tax expense 



      $            (221,533)


      $              212,835


      $                  7,533


      $                88,989


      $                87,824

       Income tax (benefit) expense 



      (88,613)


      85,134


      3,013


      35,596


      35,130

       Income (loss) from continuing operations 



      $            (132,920)


      $              127,701


      $                  4,520


      $                53,393


      $                52,694













       Earnings (loss) per share, diluted: 



      $                  (0.86)








      $                    0.34

       Weighted-average common shares outstanding, diluted,  












       on a fully exchanged basis 



      154,603








      154,603













      Adjustments to Compute EBITDA/Adjusted EBITDA and EBITDAR / Adjusted EBITDAR







       Depreciation and amortization expense 



      234,554


      (126,525)


      -


      -


      108,029

       Interest expense 



      508,003


      (421,251)


      -


      -


      86,752

       Transaction costs 



      88,989


      -


      -


      (88,989)


      -

       Income tax (benefit) expense 



      (88,613)


      85,134


      3,013


      35,596


      35,130













       EBITDA / Adjusted EBITDA 



      $              610,013


      $            (334,941)


      $                  7,533


      $                       -


      $              282,605

       Lease expense 



      157,874


      334,941


      (5,383)


      -


      487,432

       EBITDAR / Adjusted EBITDAR 



      $              767,887


      $                       -


      $                  2,150


      $                       -


      $              770,037













      See (a), (b), and (c) footnote references contained herein.  The Company's guidance was prepared assuming (1) the Skilled Healthcare Combination occurred effective January 1, 2015, (2) the Company's effective tax rate is 40% and (3) diluted weighted average shares outstanding include the shares of currently held noncontrolling interests on a fully exchanged basis.







































      SOURCE Genesis HealthCare

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