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Genesis HealthCare Reports Fourth Quarter And Fiscal Year End 2015 Results


News provided by

Genesis HealthCare

Feb 22, 2016, 09:00 ET

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KENNETT SQUARE, Pa., Feb. 22, 2016 /PRNewswire/ -- 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 fourth quarter and fiscal year ended December 31, 2015.  Overall results are consistent with the preliminary results issued by the Company on January 25, 2016.

Highlights

  • Fiscal 2015 Pro forma Adjusted EBITDA of $249.7 million grew 11.6% over the prior year and fourth quarter 2015 Pro Forma Adjusted EBITDA of $39.7 million grew 14.2% over the prior year quarter;
  • Fiscal 2015 Pro forma Adjusted EBITDAR margins of approximately 13.0% grew 60 bps over fiscal year 2014;
  • Fiscal 2015 fixed charge coverage ratio of 1.31x grew from 1.20x in fiscal year 2014; fixed charge coverage of 1.35x is anticipated at the mid-point of 2016 guidance;
  • On December 1, 2015, Genesis completed the acquisition of 19 Revera, Inc. skilled nursing facilities and Revera's contract rehabilitation business.

"We are pleased to report EBITDA growth in excess of 10% for the fourth consecutive quarter," commented George V. Hager, Jr., Chief Executive Officer of Genesis. "Despite negative industry pressures, Genesis continues generating positive earnings growth, producing strong free cash flow and improving its fixed charge coverage ratio."

Mr. Hager continued, "As we look ahead, we remain focused on the long-term drivers of our business – providing high-quality, outcome-oriented care, effectively managing our costs, leveraging our scale through strategic growth opportunities and positioning Genesis to succeed in a world that rewards value based providers."

Fourth Quarter and Full Year 2015 Results






















Three months ended
December 31, 2015


Three months ended 
December 31, 2014


Pro Forma1
Non-GAAP Growth 







Pro Forma1





Pro Forma1







(IN THOUSANDS, EXCEPT PER SHARE DATA)


GAAP


 Non-GAAP


GAAP


 Non-GAAP


Dollars


Percentage


Net Revenues / Adjusted Net Revenues


$

1,440,721


$

1,427,223


$

1,193,267


$

1,397,740


$

29,483


2.1%


EBITDAR / Adjusted EBITDAR



155,740



161,031



76,302



153,590



7,441


4.8%


EBITDA / Adjusted EBITDA



118,497



39,682



43,033



34,754



4,928


14.2%


Fully Diluted EPS / Adjusted Fully Diluted EPS



(2.98)



(0.05)



Not applicable as Genesis was privately held






















Twelve months ended
December 31, 2015


Twelve months ended 
December 31, 2014


Pro Forma1
Non-GAAP Growth 






Pro Forma1





Pro Forma1






(IN THOUSANDS, EXCEPT PER SHARE DATA)


GAAP


 Non-GAAP


GAAP


 Non-GAAP


Dollars


Percentage

Net Revenues / Adjusted Net Revenues


$

5,619,224


$

5,645,287


$

4,768,080


$

5,585,152


$

60,135


1.1%

EBITDAR / Adjusted EBITDAR



697,827



733,150



532,537



692,887



40,263


5.8%

EBITDA / Adjusted EBITDA



547,551



249,666



400,639



223,688



25,978


11.6%

Fully Diluted EPS / Adjusted Fully Diluted EPS



(4.96)



0.23



Not applicable as Genesis was privately held











1 - To facilitate comparisons, pro forma results for the three and twelve months ended December 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, Genesis' adjusted revenue of $1,427.2 million in the fourth quarter of 2015 would have increased $29.5 million or 2.1% over the prior year quarter.  Revenue growth in the fourth quarter of 2015 was positively impacted by approximately $23.0 million due to the acquisition of the 19 Revera facilities on December 1, 2015.  As reported, GAAP basis revenue of $1,440.7 million in the fourth quarter of 2015 increased $247.5 million or 20.7% 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 $5,645.3 million in the full year ended December 31, 2015 would have increased $60.1 million or 1.1% over the prior year period.  As was the case for the fourth quarter, revenue growth in the year ended December 31, 2015 was positively impacted by approximately $23.0 million due to the acquisition of the 19 Revera facilities on December 1, 2015.  As reported, GAAP basis revenue of $5,619.2 million in the year ended December 31, 2015 increased $851.1 million or 17.9% 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 $161.0 million in the fourth quarter of 2015 would have increased $7.4 million or 4.8% over the prior year quarter. GAAP basis loss from continuing operations of $313.0 million in the fourth quarter of 2015 increased $186.1 million principally due to the establishment of a $217.3 million valuation allowance against our net deferred tax assets, as realization of such assets is no longer more likely than not.

Assuming Genesis and Skilled Healthcare were combined in all periods presented, adjusted EBITDAR of $733.2 million in the year ended December 31, 2015 would have increased $40.3 million or 5.8% over the prior year period. GAAP basis loss from continuing operations of $525.5 million in the year ended December 31, 2015 increased $284.4 million over the prior year period principally due to the establishment of the $217.3 million deferred tax valuation allowance previously noted, with the balance due to transaction costs incurred in the Skilled Healthcare combination and other transactions.

Recurring free cash flow in the year ended December 31, 2015 was approximately $58.0 million, derived from adjusted EBITDA of $249.7 million less $77.0 million of cash interest, $70.0 million of recurring capital expenditures and $45.0 million of recurring cash taxes. Recurring free cash flow in the year ended December 31, 2014 was approximately $33.0 million.

Business Development, Acquisitions and Divestitures

During the fourth quarter, Genesis completed its previously announced acquisition of 19 Revera skilled nursing facilities (15 facilities acquired and four facilities leased) and its contract rehabilitation business for approximately $158.0 million.  Genesis expects to acquire the real estate of five additional facilities for approximately $40.0 million upon receipt of regulatory approvals in the state of Vermont, which are still pending. Genesis has committed financing to complete the Revera transaction. In the meantime, Genesis is managing the operations of the five Vermont facilities.  The acquisition, excluding consolidation of the Vermont facilities, is expected to contribute $220.0 million and $24.0 million of year-over-year net revenue and EBITDA, respectively, in 2016.

On January 1, 2016, Genesis sold 18 Assisted Living Facilities in Kansas for $67 million and used the sale proceeds to repay $54.2 million of real estate bridge loan debt. The 18 facilities had 807 beds and aggregate revenue and EBITDA of approximately $23.0 million and $7.3 million, respectively, in 2015.

Genesis continues to look to monetize other non-strategic assets that are expected to generate $100 million to $150 million of after tax cash proceeds.  Genesis intends to use non-strategic asset sale proceeds to repay indebtedness. 

Financing Activities

The Company is focused on two near term capital strengthening priorities:  refinancing approximately $440.0 million of real estate bridge loans by the end of 2016 with lower cost HUD guaranteed mortgages or other permanent financing; and reducing the Company's overall indebtedness with a combination of non-strategic asset sale proceeds and free cash flow.

"Refinancing real estate bridge loans with more attractive long-term financing will serve to extend maturities significantly and grow our fixed charge coverage," notes Genesis Chief Financial Officer, Tom DiVittorio.  "Our HUD financing activities are on track and we expect to close on the first series of loans near the end of the first quarter of 2016."

2016 Guidance

The Company reaffirms its previously announced 2016 adjusted net revenue guidance of $5,700.0 million to $5,800.0 million,  adjusted EBITDAR guidance of $765.0 million to $795.0 million, adjusted EBITDA guidance of $267.0 million to $297.0 million, and adjusted net income guidance from continuing operations on a diluted basis of $0.19 to $0.29 per share.   

Recurring free cash flow in 2016 is projected to be approximately $64.0 million.  Projected recurring free cash flow is derived from the mid-point of the Company's 2016 adjusted EBITDA guidance of $282.0 million further adjusted by projected cash interest of $81.0 million, recurring capital expenditures of $85.0 million and cash taxes of $52.0 million.  Cash income taxes assume tax depreciation and amortization expense of approximately $72.0 million and a tax rate of 40%, which further assumes all outstanding stock units are exchanged for common stock.

The 2016 guidance assumes 156.1 million diluted weighted average common shares outstanding and common stock equivalents on a fully-exchanged basis.  The 2016 guidance is prepared on the same basis as the Company's non-GAAP financial information and therefore assumes the conversion of leases to cash basis leases and excludes the income or loss of newly acquired or constructed businesses with start-up losses or newly divested businesses.   It also excludes transaction related costs, severance and restructuring costs, regulatory defense and related costs, non-cash stock based compensation expense and non-cash impairment charges.

Conference Call

Genesis HealthCare will hold a conference call at 8:30 a.m. Eastern Time on Tuesday, February 23, 2016 to discuss financial results for the fourth quarter and fiscal year ended 2015.  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. 

2016 RBC Capital Markets Global Healthcare Conference

Genesis also announced today that George V. Hager, Jr., Chief Executive Officer, and Tom DiVittorio, Chief Financial Officer, are scheduled to conduct a fireside chat at the 2016 RBC Capital Markets Global Healthcare Conference on Wednesday, February 24, 2016 at 3:35 p.m. Eastern Time.  A live webcast and replay will also be available on the Company's website at www.genesishcc.com/investor-relations.

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, anticipated cost management, anticipated acquisitions, anticipated divestitures, anticipated refinancing opportunities and anticipated synergies. 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 revenues, financial condition and results of operations;
  • continued efforts of federal and state governments to contain growth in Medicaid expenditures could adversely affect our revenues 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 executives and personnel;
  • it can be difficult to attract and retain qualified nurses, therapists, healthcare professionals and other key personnel, which, along with a growing number of minimum wage and compensation related regulations, can increase our costs related to these employees;
  • 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 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, including our results of operations, liquidity and financial condition;
  • 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 coverages, including professional liability 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;
  • completed and future acquisitions may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities and integration risks;
  • we lease a significant number of our facilities and may experience risks relating to lease termination, lease expense escalators, lease extensions and special charges;
  • our substantial indebtedness, scheduled maturities and disruptions in the financial markets could affect our ability to obtain financing or to extend or refinance debt as it matures, which could negatively impact our results of operations, liquidity, financial condition and the market price of our common stock;
  • we are subject to numerous covenants and requirements under our various credit and leasing agreements and a breach of any such covenants or requirements could, unless timely and effectively remediated, lead to default and potential cross default under such agreements;
  • the holders of a majority of the voting power of Genesis' common stock have entered into a voting agreement, and the voting group's interests may conflict with the interests of other holders;
  • some of our directors are significant stockholders or representatives of significant stockholders, which may present issues regarding 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 Annual Report on Form 10-K for the year ended December 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 its forward-looking statements or any of the information contained in this release. Investors are cautioned not to place undue reliance on these forward-looking statements.

GENESIS HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

















Three months ended 
December 31,


Twelve months ended 
December 31,




2015


2014


2015


2014






























Net revenues


$

1,440,721


$

1,193,267


$

5,619,224


$

4,768,080


Salaries, wages and benefits



844,527



742,030



3,289,820



2,904,094


Other operating expenses



365,268



311,267



1,358,983



1,109,699


General and administrative costs



44,983



38,876



175,889



147,063


Provision for losses on accounts receivable



31,666



24,789



100,521



77,670


Lease expense



37,243



33,269



150,276



131,898


Depreciation and amortization expense



61,574



48,544



237,617



193,675


Interest expense



131,573



111,953



507,809



442,724


Loss on extinguishment of debt



—



453



130



1,133


Investment income



(477)



(552)



(1,677)



(3,399)


Other loss (income)



6,121



499



(1,400)



(138)


Transaction costs



4,358



8,070



96,374



13,353


Long-lived asset impairment



28,546



31,399



28,546



31,399


Skilled Healthcare loss contingency expense



—



—



31,500



—


Equity in net (income) loss of unconsolidated affiliates



(986)



555



(2,139)



416


Loss before income tax expense (benefit)



(113,675)



(157,885)



(353,025)



(281,507)


Income tax expense (benefit)



199,317



(34,655)



172,524



(44,022)


Loss from continuing operations



(312,992)



(123,230)



(525,549)



(237,485)


Income (loss) from discontinued operations, net of taxes



352



(8,483)



(1,219)



(14,044)


Net loss



(312,640)



(131,713)



(526,768)



(251,529)


Less net loss (income) attributable to noncontrolling interests



47,149



(1,086)



100,573



(2,456)


Net loss attributable to Genesis Healthcare, Inc.


$

(265,491)


$

(132,799)


$

(426,195)


$

(253,985)
















Loss per common share:














Basic and diluted:














Weighted average shares outstanding for basic and diluted loss from continuing operations per share



89,197



49,865



85,755



49,865


Basic and diluted net loss per common share:














Loss from continuing operations attributable to Genesis Healthcare, Inc.


$

(2.98)


$

(2.49)


$

(4.96)


$

(4.81)


Income (loss) from discontinued operations



-



(0.17)



(0.01)



(0.28)


Net loss attributable to Genesis Healthcare, Inc.


$

(2.98)


$

(2.66)


$

(4.97)


$

(5.09)


GENESIS HEALTHCARE, INC.

SELECTED BALANCE SHEET DATA

(UNAUDITED)

(IN THOUSANDS)











December 31, 2015


December 31, 2014










Cash and cash equivalents


$

61,543


$

87,548


Total assets



6,091,470



5,141,408


Long-term debt, including current maturities



1,230,157



538,246


Total liabilities



6,710,858



5,598,898


GENESIS HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)











Twelve months ended 
December 31,




2015


2014










Net cash provided by operating activities (1)


$

8,618


$

107,652


Net cash used in investing activities



(119,384)



(95,675)


Net cash provided by financing activities



84,761



14,158


Net (decrease) increase in cash and equivalents



(26,005)



26,135


Beginning of period



87,548



61,413


End of period


$

61,543


$

87,548











(1) - Net cash provided by operating activities in the twelve months ended December 31, 2015 include approximately $71 million of cash payments for transaction related costs.

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




Three months 
ended 
December 31, 
2015


Conversion to 
cash basis 
leases (a)


Newly acquired or 
constructed 
businesses with 
start-up losses and 
newly divested 
facilities (b)


Other 
adjustments (c)


Total 
adjustments


Three months 
ended 
December 31, 
2015







Net revenues


$

1,440,721


$

—


$

(13,498)


$

—


$

(13,498)


$

1,427,223


Salaries, wages and benefits



844,527



—



(6,761)



(2,734)



(9,495)



835,032


Other operating expenses



365,268



—



(6,749)



(68)



(6,817)



358,451


General and administrative costs



44,983



—



—



(2,074)



(2,074)



42,909


Provision for losses on accounts receivable



31,666



—



(403)



—



(403)



31,263


Lease expense



37,243



86,464



(2,358)



—



84,106



121,349


Depreciation and amortization expense



61,574



(34,181)



(1,456)



—



(35,637)



25,937


Interest expense



131,573



(105,662)



(122)



—



(105,784)



25,789


Other loss (income)



6,121



—



(16)



(6,105)



(6,121)



—


Investment income



(477)



—



—



—



—



(477)


Transaction costs



4,358



—



(6)



(4,352)



(4,358)



—


Long-lived asset impairment



28,546



—



—



(28,546)



(28,546)



—


Equity in net income of unconsolidated affiliates



(986)



—



—



—



—



(986)


(Loss) income before income tax expense (benefit)


$

(113,675)


$

53,379


$

4,373


$

43,879


$

101,631


$

(12,044)


Income tax expense (benefit)



199,317



12,390



1,015



(207,152)



(193,747)



5,570


(Loss) income from continuing operations


$

(312,992)


$

40,989


$

3,358


$

251,031


$

295,378


$

(17,614)


(Income) loss from discontinued operations, net of taxes



(352)



201



—



—



201



(151)


Net (loss) income attributable to noncontrolling interests



(47,149)



22,403



(1,007)



16,093



37,489



(9,660)


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


$

(265,491)


$

18,385


$

4,365


$

234,938


$

257,688


$

(7,803)


Depreciation and amortization expense



61,574



(34,181)



(1,456)



—



(35,637)



25,937


Interest expense



131,573



(105,662)



(122)



—



(105,784)



25,789


Other loss (income)



6,121



—



(16)



(6,105)



(6,121)



—


Transaction costs



4,358



—



(6)



(4,352)



(4,358)



—


Long-lived asset impairment



28,546



—



—



(28,546)



(28,546)



—


Income tax expense (benefit)



199,317



12,390



1,015



(207,152)



(193,747)



5,570


(Income) loss from discontinued operations, net of taxes



(352)



201



—



—



201



(151)


Net (loss) income attributable to noncontrolling interests



(47,149)



22,403



(1,007)



16,093



37,489



(9,660)


EBITDA / Adjusted EBITDA


$

118,497


$

(86,464)


$

2,773


$

4,876


$

(78,815)


$

39,682


Lease expense



37,243



86,464



(2,358)



—



84,106



121,349


EBITDAR / Adjusted EBITDAR


$

155,740


$

—


$

415


$

4,876


$

5,291


$

161,031


(Loss) income per common share:




















Diluted:




















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



89,197















153,671


Diluted net loss from continuing operations per share (e)


$

(2.98)














$

(0.05)






















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
December 31, 
2014


Conversion to 
cash basis 
leases (a)


Newly acquired or 
constructed 
businesses with 
start-up losses and 
newly divested 
facilities (b)


Other 
adjustments (c)


Three months 
ended
December 31, 
2014


Skilled Healthcare 
Group, Inc. three 
months ended
December 31, 
2014


Three months 
ended
December 31, 
2014













Net revenues


$

1,193,267


$

—


$

(7,815)


$

3,093


$

1,188,545


$

209,195


$

1,397,740


Salaries, wages and benefits



742,030



—



(7,745)



(565)



733,720



133,630



867,350


Other operating expenses



311,267



—



(3,575)



(42,238)



265,454



40,510



305,964


General and administrative costs



38,876



—



—



—



38,876



4,176



43,052


Provision for losses on accounts receivable



24,789



—



—



—



24,789



3,213



28,002


Lease expense



33,269



81,801



(1,392)



—



113,678



5,158



118,836


Depreciation and amortization expense



48,544



(33,702)



(319)



—



14,523



6,082



20,605


Interest expense



111,953



(99,706)



—



—



12,247



7,765



20,012


Loss (gain) on extinguishment of debt



453



—



—



(453)



—



—



—


Other loss (income)



499



—



—



(499)



—



(443)



(443)


Investment income



(552)



—



—



—



(552)



—



(552)


Transaction costs



8,070



—



—



(8,070)



—



—



—


Long-lived asset impairment



31,399



—



—



(31,399)



—



—



—


Equity in net loss of unconsolidated affiliates



555



—



—



—



555



(221)



334


(Loss) income before income tax (benefit) expense


$

(157,885)


$

51,607


$

5,216


$

86,317


$

(14,745)


$

9,325


$

(5,420)


Income tax (benefit) expense



(34,655)



11,327



1,145



18,946



(3,237)



2,995



(242)


(Loss) income from continuing operations


$

(123,230)


$

40,280


$

4,071


$

67,371


$

(11,508)


$

6,330


$

(5,178)


Loss from discontinued operations, net of taxes



8,483



544



—



—



9,027



—



9,027


Net loss attributable to noncontrolling interests



1,086



—



—



—



1,086



—



1,086


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


$

(132,799)


$

39,736


$

4,071


$

67,371


$

(21,621)


$

6,330


$

(15,291)


Depreciation and amortization expense



48,544



(33,702)



(319)



—



14,523



6,082



20,605


Interest expense



111,953



(99,706)



—



—



12,247



7,765



20,012


Loss (gain) on extinguishment of debt



453



—



—



(453)



—



—



—


Other loss (income)



499



—



—



(499)



—



(443)



(443)


Transaction costs



8,070



—



—



(8,070)



—



—



—


Long-lived asset impairment



31,399



—



—



(31,399)



—



—



—


Income tax (benefit) expense



(34,655)



11,327



1,145



18,946



(3,237)



2,995



(242)


Loss from discontinued operations, net of taxes



8,483



544



—



—



9,027



—



9,027


Net income attributable to noncontrolling interests



1,086



—



—



—



1,086



—



1,086


EBITDA / Adjusted EBITDA


$

43,033


$

(81,801)


$

4,897


$

45,896


$

12,025


$

22,729


$

34,754


Lease expense



33,269



81,801



(1,392)



—



113,678



5,158



118,836


EBITDAR / Adjusted EBITDAR


$

76,302


$

—


$

3,505


$

45,896


$

125,703


$

27,887


$

153,590

























Loss per common share:























Diluted:























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



49,865




















Diluted net income from continuing operations per share (e)


$

(2.49)


















Not calculated

























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




Twelve months 
ended 
December 31, 
2015


Conversion to 
cash basis 
leases (a)


Newly acquired or 
constructed 
businesses with 
start-up losses and  
newly divested 
facilities (b)


Other 
adjustments (c)


Twelve months 
ended 
December 31, 
2015


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


Twelve months 
ended 
December 31, 
2015













Net revenues


$

5,619,224


$

—


$

(45,613)


$

388


$

5,573,999


$

71,288


$

5,645,287


Salaries, wages and benefits



3,289,820



—



(25,890)



(3,211)



3,260,719



43,926



3,304,645


Other operating expenses



1,358,983



—



(22,742)



(10,602)



1,325,639



17,141



1,342,780


General and administrative costs



175,889



—



—



(9,530)



166,359



1,516



167,875


Provision for losses on accounts receivable



100,521



—



(1,011)



—



99,510



1,289



100,799


Lease expense



150,276



341,030



(9,588)



—



481,718



1,766



483,484


Depreciation and amortization expense



237,617



(135,472)



(5,919)



—



96,226



1,998



98,224


Interest expense



507,809



(417,033)



(162)



—



90,614



2,521



93,135


Loss on extinguishment of debt



130



—



—



(130)



—



—



—


Other income (loss)



(1,400)



—



(55)



1,455



—



11



11


Investment income



(1,677)



—



—



—



(1,677)



—



(1,677)


Transaction costs



96,374



—



(69)



(96,305)



—



—



—


Long-lived asset impairment



28,546



—



—



(28,546)



—



—



—


Skilled Healthcare loss contingency expense



31,500



—



—



(31,500)



—



—



—


Equity in net income of unconsolidated affiliates



(2,139)



—



—



—



(2,139)



(146)



(2,285)


(Loss) income before income tax benefit


$

(353,025)


$

211,475


$

19,823


$

178,757


$

57,030


$

1,266


$

58,296


Income tax expense (benefit)



172,524



49,088



4,601



(175,844)



50,369



494



50,863


(Loss) income from continuing operations


$

(525,549)


$

162,387


$

15,222


$

354,601


$

6,661


$

772


$

7,433


Loss from discontinued operations, net of taxes



1,219



1,283



—



—



2,502



—



2,502


Net (loss) income attributable to noncontrolling interests



(100,573)



29,591



2,088



27,911



(40,983)



531



(40,452)


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


$

(426,195)


$

131,513


$

13,134


$

326,690


$

45,142


$

241


$

45,383

























Depreciation and amortization expense



237,617



(135,472)



(5,919)



—



96,226



1,998



98,224


Interest expense



507,809



(417,033)



(162)



—



90,614



2,521



93,135


Loss on extinguishment of debt



130



—



—



(130)



—



—



—


Other income (loss)



(1,400)



—



(55)



1,455



—



11



11


Transaction costs



96,374



—



(69)



(96,305)



—



—



—


Long-lived asset impairment



28,546



—



—



(28,546)



—



—



—


Skilled Healthcare loss contingency expense



31,500



—



—



(31,500)



—



—



—


Income tax expense (benefit)



172,524



49,088



4,601



(175,844)



50,369



494



50,863


Loss from discontinued operations, net of taxes



1,219



1,283



—



—



2,502



—



2,502


Net (loss) income attributable to noncontrolling interests



(100,573)



29,591



2,088



27,911



(40,983)



531



(40,452)


EBITDA / Adjusted EBITDA


$

547,551


$

(341,030)


$

13,618


$

23,731


$

243,870


$

5,796


$

249,666


Lease expense



150,276



341,030



(9,588)



—



481,718



1,766



483,484


EBITDAR / Adjusted EBITDAR


$

697,827


$

—


$

4,030


$

23,731


$

725,588


$

7,562


$

733,150

























(Loss) income per common share:























Diluted:























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



85,755


















153,671


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


$

(4.96)

















$

0.23

























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




Twelve months 
ended 
December 31, 
2014


Conversion to 
cash basis 
leases (a)


Newly acquired or 
constructed
businesses with
start-
up losses and
newly divested 
facilities (b)


Other 
adjustments (c)


Twelve months 
ended 
December 31, 
2014


Skilled Healthcare 
Group, Inc. twelve 
months ended 
December 31, 
2014


Twelve months 
ended 
December 31, 
2014













Net revenues


$

4,768,080


$

—


$

(18,526)


$

4,260


$

4,753,814


$

831,338


$

5,585,152


Salaries, wages and benefits



2,904,094



—



(16,233)



(2,579)



2,885,282



522,357



3,407,639


Other operating expenses



1,109,699



—



(8,372)



(44,361)



1,056,966



165,644



1,222,610


General and administrative costs



147,063



—



—



—



147,063



28,265



175,328


Provision for losses on accounts receivable



77,670



—



—



—



77,670



13,428



91,098


Lease expense



131,898



320,306



(3,005)



—



449,199



20,000



469,199


Depreciation and amortization expense



193,675



(132,326)



(434)



—



60,915



24,322



85,237


Interest expense



442,724



(391,962)



—



—



50,762



31,240



82,002


Loss (gain) on extinguishment of debt



1,133



—



—



(1,133)



—



—



—


Other (income) loss



(138)



—



—



138



—



(579)



(579)


Investment income



(3,399)



—



—



—



(3,399)



—



(3,399)


Transaction costs



13,353



—



—



(13,353)



—



—



—


Long-lived asset impairment



31,399



—



—



(31,399)



—



—



—


Equity in net income of unconsolidated affiliates



416



—



—



—



416



(1,427)



(1,011)


(Loss) income before income tax (benefit) expense


$

(281,507)


$

203,982


$

9,518


$

96,947


$

28,940


$

28,088


$

57,028


Income tax (benefit) expense



(44,022)



31,899



1,488



15,161



4,526



10,548



15,074


(Loss) income from continuing operations


$

(237,485)


$

172,083


$

8,030


$

81,786


$

24,414


$

17,540


$

41,954


Loss (income) from discontinued operations, net of taxes



14,044



(2,041)



—



—



12,003



—



12,003


Net loss attributable to noncontrolling interests



2,456



—



—



—



2,456



—



2,456


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


$

(253,985)


$

174,124


$

8,030


$

81,786


$

9,955


$

17,540


$

27,495


Depreciation and amortization expense



193,675



(132,326)



(434)



—



60,915



24,322



85,237


Interest expense



442,724



(391,962)



—



—



50,762



31,240



82,002


Loss (gain) on extinguishment of debt



1,133



—



—



(1,133)



—



—



—


Other (income) loss



(138)



—



—



138



—



(579)



(579)


Transaction costs



13,353



—



—



(13,353)



—



—



—


Long-lived asset impairment



31,399



—



—



(31,399)



—



—



—


Income tax (benefit) expense



(44,022)



31,899



1,488



15,161



4,526



10,548



15,074


Loss (income) from discontinued operations, net of taxes



14,044



(2,041)



—



—



12,003



—



12,003


Net income attributable to noncontrolling interests



2,456



—



—



—



2,456



—



2,456


EBITDA / Adjusted EBITDA


$

400,639


$

(320,306)


$

9,084


$

51,200


$

140,617


$

83,071


$

223,688


Lease expense



131,898



320,306



(3,005)



—



449,199



20,000



469,199


EBITDAR / Adjusted EBITDAR


$

532,537


$

—


$

6,079


$

51,200


$

589,816


$

103,071


$

692,887

























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)


$

(4.81)


















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 December 31, 


Twelve months ended December 31, 




2015


2014


2015


2014





(in thousands)


Lease expense:














Cash rent - capital leases


$

22,989


$

22,602


$

91,899


$

89,683


Cash rent - financing obligations



65,550



61,911



257,121



242,918


Non-cash - operating lease arrangements



(2,075)



(2,712)



(7,990)



(12,295)


Lease expense adjustments


$

86,464


$

81,801


$

341,030


$

320,306
















Depreciation and amortization expense:














Capital lease accounting


$

(8,974)


$

(8,257)


$

(35,544)


$

(35,385)


Financing obligation accounting



(25,207)



(25,445)



(99,928)



(96,941)


Depreciation and amortization expense adjustments


$

(34,181)


$

(33,702)


$

(135,472)


$

(132,326)
















Interest expense:














Capital lease accounting


$

(26,514)


$

(26,350)


$

(104,660)


$

(100,846)


Financing obligation accounting



(79,148)



(73,356)



(312,373)



(291,116)


Interest expense adjustments


$

(105,662)


$

(99,706)


$

(417,033)


$

(391,962)
















Total pre-tax lease accounting adjustments


$

(53,379)


$

(51,607)


$

(211,475)


$

(203,982)


(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.

















Three months ended December 31,


Twelve months ended December 31,




2015


2014


2015


2014





(in thousands)


Severance and restructuring (1)


$

364


$

6,762


$

3,485


$

8,975


Regulatory defense and related costs (2)



2,237



3,124



4,992



5,085


New business development costs (3)



—



511



—



1,641


Self-insurance adjustment (4)



—



35,499



10,500



35,499


Transaction costs (5)



4,352



8,070



96,305



13,353


Long-lived asset impairment (9)



28,546



31,399



28,546



31,399


Skilled Healthcare loss contingency expense (8)



—



—



31,500



—


Loss on early extinguishment of debt



—



453



130



1,133


Other loss (income) (6)



6,105



499



(1,455)



(138)


Stock based compensation (7)



2,275



—



4,754



—


Tax benefit from total adjustments



(10,185)



(18,946)



(41,493)



(15,161)


Deferred tax valuation allowance adjustment (10)



217,337



—



217,337



—


Total other adjustments


$

251,031


$

67,371


$

354,601


$

81,786


















(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)

In the twelve months ended December 31, 2015, we incurred a self-insured program adjustment of $10.5 million for the actuarially developed GLPL and worker's compensation claims related to policy periods 2014 and prior.  In the three and twelve months ended December 31, 2014 we incurred a self-insured program adjustment of $35.5 million for the actuarial developed GLPL and workers' compensation claims related to prior policy years specifically related to the Sun Healthcare business acquired in December 2012.

(5)

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

(6)

We realized net gains and losses on the sale of certain assets in the years ended December 31, 2015 and 2014.

(7)

We incurred 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.

(9)

We incurred non-cash charges in connection with long-lived asset impairment testing.

(10)

We established a valuation allowance against our net deferred tax assets, as realization of such assets is no longer more likely than not.

(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.

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


GAAP as
reported





Non-GAAP as
adjusted




One month
ended
January 31, 
2015


Adjust


One month 
ended 
January 31, 
2015


Three months
ended 
December 31, 
2014


Adjust


Three months
ended
December 31, 
2014


Twelve months
ended
December 31, 
2014


Adjust


Twelve months
ended
December 31, 
2014































Net revenues


$

71,288


$

—


$

71,288


$

210,359


$

(1,164)


$

209,195


$

833,256


$

(1,918)


$

831,338








—



—






—



—






—



—


Salaries, wages and benefits



44,842



(916)



43,926



134,121



(491)



133,630



523,565



(1,208)



522,357


Other operating expenses



17,486



(345)



17,141



42,005



(1,495)



40,510



183,801



(18,157)



165,644


General and administrative costs



1,516



—



1,516



13,838



(9,662)



4,176



39,989



(11,724)



28,265


Provision for losses on accounts receivable



1,289



—



1,289



3,213



—



3,213



13,575



(147)



13,428


Lease expense



1,766



—



1,766



5,158



—



5,158



20,000



—



20,000


Depreciation and amortization expense



1,998



—



1,998



6,082



—



6,082



24,322



—



24,322


Interest expense



2,521



—



2,521



7,765



—



7,765



31,240



—



31,240


Loss on extinguishment of debt



—



—



—



—



—



—



843



(843)



—


Impairment of long-lived assets



—



—



—



—



—



—



82



(82)



—


Other (income) loss



11



—



11



(443)






(443)



(579)



—



(579)


Transaction costs



4,638



(4,638)



—



—



—



—



—



—



—


Equity in net income of unconsolidated affiliates



(146)



—



(146)



(221)



—



(221)



(1,427)



—



(1,427)


Income tax (benefit) expense



(1,807)



2,301



494



(1,094)



4,089



2,995


-

(1,247)



11,795



10,548































Net (loss) income



(2,826)



3,598



772



(65)



6,395



6,330



(908)



18,448



17,540






















-









Depreciation and amortization expense



1,998



—



1,998



6,082



—



6,082



24,322



—



24,322


Interest expense



2,521



—



2,521



7,765



—



7,765



31,240



—



31,240


Loss on extinguishment of debt



—



—



—



—



—



—



843



(843)



—


Transaction costs



4,638



(4,638)



—



—



—



—



—



—



—


Impairment of long-lived assets



—



—



—



—



—



—



82



(82)



—


Other (income) loss



11



—



11



(443)



—



(443)



(579)



—



(579)


Income tax (benefit) expense



(1,807)



2,301



494



(1,094)



4,089



2,995



(1,247)



11,795



10,548































EBITDA / Adjusted EBITDA



4,535



1,261



5,796



12,245



10,484



22,729



53,753



29,318



83,071


Lease expense



1,766



—



1,766



5,158



—



5,158



20,000



—



20,000































EBITDAR / Adjusted EBITDAR


$

6,301


$

1,261


$

7,562


$

17,403


$

10,484


$

27,887


$

73,753


$

29,318


$

103,071


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 
December 31, 2014



Twelve months
ended 
December 31, 2014


Severance and restructuring


$

1,220


$

162


$

1,592


Regulatory defense and related costs



41



—



—


Exist costs of divested facilities



—



—



397


Professional fees related to non-routine matters



—



8,086



21,982


Losses at skilled nursing facility not at full operation



—



442



1,025


Loss on disposal of asset



—



—



68


Loss on extinguishment of debt



—



—



843


Non-cash stock compensation



371



1,794



4,254


Impairment of long-lived assets



—



—



82


Transaction costs



4,267



—



—


Tax benefit of total adjustments



(2,301)



(4,089)



(11,795)


Total adjustments


$

3,598


$

6,395


$

18,448


GENESIS HEALTHCARE, INC.

KEY FINANCIAL PERFORMANCE INDICATORS

(UNAUDITED)

















Three months ended December 31,


Twelve months ended December 31,




2015


2014


2015


2014





(In thousands)



(In thousands)


Financial Results














Net revenues


$

1,440,721


$

1,193,267


$

5,619,224


$

4,768,080


EBITDAR



155,740



76,302



697,827



532,537


EBITDA



118,497



43,033



547,551



400,639


Adjusted EBITDAR



161,031



125,703



725,588



589,816


Adjusted EBITDA



39,682



12,025



243,870



140,617


Pro forma adjusted EBITDAR



161,031



153,590



733,150



692,887


Pro forma adjusted EBITDA



39,682



34,754



249,666



223,688
















INPATIENT SEGMENT:


Three months ended December 31,


Twelve months ended December 31,




2015


2014


2015


2014










Occupancy Statistics - Inpatient














Available licensed beds in service at end of period



58,841



46,407



58,841



46,407


Available operating beds in service at end of period



57,325



45,058



57,325



45,058


Available patient days based on licensed beds



5,121,285



4,256,802



20,216,691



16,967,951


Available patient days based on operating beds



5,010,717



4,134,842



19,663,712



16,463,613


Actual patient days



4,310,058



3,665,213



17,061,645



14,679,338


Occupancy percentage - licensed beds



84.2

%


86.1

%


84.4

%


86.5

%

Occupancy percentage - operating beds



86.0

%


88.6

%


86.8

%


89.2

%

Skilled mix



20.3

%


21.4

%


21.4

%


21.7

%

Average daily census



46,848



39,839



46,744



40,217
















Revenue per patient day (skilled nursing facilities)














Medicare Part A


$

510


$

495


$

504


$

492


Medicare total (including Part B)



553



532



543



530


Insurance



447



450



448



450


Private and other



295



312



295



316


Medicaid



217



215



216



213


Medicaid (net of provider taxes)



196



194



195



193


Weighted average (net of provider taxes)


$

268


$

269


$

270


$

270
















Patient days by payor (skilled nursing facilities)














Medicare



522,488



501,239



2,214,184



2,076,272


Insurance



289,540



230,073



1,172,776



900,663


Total skilled mix days



812,028



731,312



3,386,960



2,976,935


Private and other



297,293



243,004



1,160,070



971,500


Medicaid



2,880,344



2,444,435



11,272,487



9,759,092


Total Days



3,989,665



3,418,751



15,819,517



13,707,527
















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














Medicare



13.1

%


14.7

%


14.0

%


15.1

%

Insurance



7.2

%


6.7

%


7.4

%


6.6

%

Skilled mix



20.3

%


21.4

%


21.4

%


21.7

%

Private and other



7.5

%


7.1

%


7.3

%


7.1

%

Medicaid



72.2

%


71.5

%


71.3

%


71.2

%

Total



100.0

%


100.00

%


100.0

%


100.0

%















Facilities at end of period














Skilled nursing facilities














Leased



381



359



381



359


Owned



49



2



49



2


Joint Venture



5



5



5



5


Managed *



40



14



40



14


Total skilled nursing facilities



475



380



475



380


Total licensed beds



58,046



46,204



58,046



46,204
















Assisted living facilities:














Leased



30



28



30



28


Owned



22



1



22



1


Joint Venture



1



1



1



1


Managed



3



4



3



4


Total assisted living facilities



56



34



56



34


Total licensed beds



3,985



2,762



3,985



2,762


Total facilities



531



414



531



414
















Total Jointly Owned and Managed– (Unconsolidated)



22



17



22



17
















REHABILITATION THERAPY SEGMENT:


Three months ended December 31,


Twelve months ended December 31,




2015


2014


2015


2014


Revenue mix %:














Company-operated



37

%


38

%


38

%


37

%

Non-affiliated



63

%


62

%


62

%


63

%

Sites of service (at end of period)



1,670



1,358



1,670



1,358


Revenue per site


$

165,622


$

163,218


$

672,296


$

687,782


Therapist efficiency %



68

%


65

%


69

%


68

%









































* In 2015, includes 20 facilities located in Texas for which the real estate is owned by Genesis.











Genesis HealthCare Contact: 
Investor Relations
610-925-2000

SOURCE Genesis HealthCare

Related Links

http://www.genesishcc.com

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