Exhibit 99.1
FOR IMMEDIATE RELEASE
Genesis HealthCare Contact:
Investor Relations
610-925-2000
GENESIS HEALTHCARE
REPORTS FIRST QUARTER 2015 RESULTS
· Solid Quarter With Pro Forma(1) 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
KENNETT SQUARE, PA — (May 7, 2015) — 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 forma(1) 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, |
| Three months ended March 31, |
| Pro Forma(1) Non-GAAP |
| |||||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA) |
| GAAP |
| Pro Forma(1) Non- |
| GAAP |
| Pro Forma(1) Non- |
| 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 |
|
|
|
|
| |||||||
(1)To 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 services(2), 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, 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 activities (1) |
| $ | (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 |
|
(1) Net 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 |
| Pro forma |
| |||||||||||
|
| Three months |
| Conversion to |
| Newly |
| Other |
| Three months |
| Skilled |
| Three months |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
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 |
| Pro forma |
| |||||||||||
|
| Three months |
| Conversion to |
| Newly |
| Other |
| Three months |
| Skilled |
| Three months |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
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 × (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 |
|
|
| Non-GAAP as |
|
| GAAP as |
|
|
| Non-GAAP as |
|
|
| One month |
| Adjustments |
| One month |
|
| Three months |
| Adjustments |
| Three months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
| Three months |
| ||
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 |
| Conversion to |
| Newly acquired |
| Other |
| Twelve months |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
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 |
| Conversion to |
| Newly acquired |
| Other |
| Twelve months |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
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.