Genesis Healthcare (GENN) 10-Q 10 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 07, 2015
Document and Entity Information [Line Items]
Entity Registrant Name	Genesis Healthcare, Inc.
Entity Central Index Key	1,351,051
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Current Reporting Status	Yes
Class A Common Stock
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		73,591,665
Class B Common Stock
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		15,511,603
Common Class C [Member]
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		64,449,380

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 82,963	$ 87,548
Restricted cash and investments in marketable securities	50,111	38,211
Accounts receivable, net of allowance for doubtful accounts of $145,166 and $133,529 at June 30, 2015 and December 31, 2014	753,563	605,830
Prepaid expenses	48,961	72,873
Other current assets	40,573	33,511
Deferred income taxes	2,657	58,213
Total current assets	978,828	896,186
Property and equipment, net of accumulated depreciation of $535,203 and $502,176 at June 30, 2015 and December 31, 2014	3,995,294	3,493,250
Restricted cash and investments in marketable securities	126,496	108,529
Other long-term assets	172,144	140,119
Deferred income taxes	173,156	160,531
Identifiable intangible assets, less accumulated amortization of $55,743 and $42,661 at June 30, 2015 and December 31, 2014	225,945	173,112
Goodwill	431,515	169,681
Total assets	6,103,378	5,141,408
Current liabilities:
Current installments of long-term debt	12,889	12,518
Less current portion	1,826	2,875
Financing obligations	1,062	1,138
Accounts payable	205,586	194,508
Accrued expenses	155,370	125,831
Accrued compensation	226,745	192,838
Self-insurance reserves	146,884	130,874
Total current liabilities	750,362	660,582
Long-term liabilities:
Long-term debt	1,031,626	525,728
Long-term capital lease obligation	1,044,208	1,002,762
Financing obligations	2,965,326	2,911,200
Deferred income taxes		19,215
Self-insurance reserves	428,793	355,344
Other long-term liabilities	$ 127,605	$ 124,067
Commitments and contingencies
Stockholders' equity:
Additional paid-in-capital	$ 298,899	$ 143,492
Accumulated deficit	(437,160)	(603,254)
Accumulated other comprehensive income	318	515
Total stockholders' deficit before noncontrolling interests	(137,789)	(459,197)
Noncontrolling interests	(106,753)	1,707
Total stockholders' deficit	(244,542)	(457,490)
Total liabilities and stockholders' deficit	6,103,378	5,141,408
Class A Common Stock
Stockholders' equity:
Common stock	74	$ 50
Class B Common Stock
Stockholders' equity:
Common stock	16
Common Class C [Member]
Stockholders' equity:
Common stock	$ 64

Consolidated Balance Sheets (U3

Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Allowance for doubtful accounts	$ 145,166	$ 133,529
Other assets:
Accumulated depreciation on property and equipment	535,203	502,176
Accumulated amortization on intangible assets	$ 55,743	$ 42,661
Class A Common Stock
Stockholders' equity:
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	175,000,000	175,000,000
Common stock, shares, issued (in shares)	73,591,665	49,864,878
Common stock, shares, outstanding (in shares)	73,591,665	49,864,878
Class B Common Stock
Stockholders' equity:
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares, issued (in shares)	15,511,603	0
Common stock, shares, outstanding (in shares)	15,511,603	0
Common Class C [Member]
Stockholders' equity:
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares, issued (in shares)	64,449,380	0
Common stock, shares, outstanding (in shares)	64,449,380	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Net revenues	$ 1,419,475	$ 1,200,651	$ 2,762,476	$ 2,387,195
Salaries, wages and benefits	820,926	717,215	1,611,659	1,438,477
Other operating expenses	348,236	269,603	660,797	533,149
General and administrative	44,983	35,980	86,516	71,844
Provision for losses on accounts receivable	22,113	17,080	45,509	35,596
Lease expense	38,959	32,909	75,378	65,708
Depreciation and amortization expense	53,605	48,930	113,538	96,430
Interest expense	126,385	109,900	247,698	218,650
Loss on early extinguishment of debt		181	3,234	680
Investment income	(431)	(436)	(847)	(1,379)
Other loss (income)	50	(667)	(7,560)	(667)
Transaction costs	2,642	1,298	88,710	3,547
Equity in net (income) loss of unconsolidated affiliates	(360)	(390)	(513)	(346)
Loss before income tax benefit	(37,633)	(30,952)	(161,643)	(74,494)
Income tax benefit	(4,419)	(96)	(10,067)	(2,850)
Loss from continuing operations	(33,214)	(30,856)	(151,576)	(71,644)
Income (loss) from discontinued operations, net of taxes	(1,722)	(1,176)	(1,610)	(4,370)
Net loss	(34,936)	(32,032)	(153,186)	(76,014)
Less net loss (income) attributable to noncontrolling interests	15,750	(224)	21,434	(409)
Net loss attributable to Genesis Healthcare, Inc	$ (19,186)	$ (32,256)	$ (131,752)	$ (76,423)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share	89,211	49,865	82,279	49,865
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$ (0.20)	$ (0.63)	$ (1.58)	$ (1.44)
Income (loss) from discontinued operations	(0.02)	(0.02)	(0.02)	(0.09)
Net loss attributable to Genesis Healthcare, Inc.	$ (0.22)	$ (0.65)	$ (1.60)	$ (1.53)

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Net loss	$ (34,936)	$ (32,032)	$ (153,186)	$ (76,014)
Net unrealized (loss) gain on marketable securities, net of tax	(539)	252	33	384
Comprehensive loss	(35,475)	(31,780)	(153,153)	(75,630)
Comprehensive (loss) income attributable to noncontrolling interests	15,976	(224)	21,358	(409)
Comprehensive loss attributable to Genesis Healthcare, Inc.	$ (19,499)	$ (32,004)	$ (131,795)	$ (76,039)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Stockholders' deficit	Common StockClass A Common Stock	Common StockClass B Common Stock	Common StockCommon Class C [Member]	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) income	Noncontrolling interests	Total
Balance, beginning of period at Dec. 31, 2013	$ (186,699)	$ 50			$ 161,452	$ (349,269)	$ 1,068	$ 2,818	$ (183,881)
Balance, beginning of period (in shares) at Dec. 31, 2013		49,865
Comprehensive (loss) income:
Net loss	(253,985)					(253,985)		2,456	(251,529)
Net unrealized (loss) gain on marketable securities, net of tax	(553)						(553)		(553)
Distributions to stockholders	(17,960)				(17,960)				(17,960)
Distributions to noncontrolling interests								(3,567)	(3,567)
Balance, end of period at Dec. 31, 2014	(459,197)	$ 50			143,492	(603,254)	515	1,707	(457,490)
Balance, end of period (in shares) at Dec. 31, 2014		49,865
Increase (decrease) in stockholders' deficit
Combination share conversion	428,326	$ 24	$ 16	$ 64	130,530	297,846	(154)	(80,186)	348,140
Combination share conversion (in shares)		23,727	15,512	64,449
Comprehensive (loss) income:
Net loss	(131,752)					(131,752)		(21,434)	(153,186)
Net unrealized (loss) gain on marketable securities, net of tax	(43)						(43)	76	33
Stock-based compensation	24,877				24,877				24,877
Distributions to noncontrolling interests								(6,916)	(6,916)
Balance, end of period at Jun. 30, 2015	$ (137,789)	$ 74	$ 16	$ 64	$ 298,899	$ (437,160)	$ 318	$ (106,753)	$ (244,542)
Balance, end of period (in shares) at Jun. 30, 2015		73,592	15,512	64,449

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows from Operating Activities
Net loss	$ (153,186)	$ (76,014)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Non-cash interest and leasing arrangements, net	47,605	43,302
Other non-cash charges and gains, net	(7,345)	3,027
Share based compensation	25,903
Depreciation and amortization	113,693	98,947
Provision for losses on accounts receivable, including discontinued operations	45,509	36,141
Equity in net income of unconsolidated affiliates	(513)	(346)
Provision for deferred taxes	(23,306)	(13,099)
Changes in operating assets and liabilities:
Accounts receivable	(78,695)	(40,955)
Accounts payable and other accrued expenses and other	22,606	(14,642)
Net cash (used in) provided by operating activities	(7,729)	36,361
Cash Flows from Investing Activities
Capital expenditures	(36,858)	(38,898)
Purchases of marketable securities	(21,836)	(20,761)
Proceeds on maturity or sale of marketable securities	17,423	14,713
Net change in restricted cash and equivalents	(5,475)	(3,580)
Sale of investment in joint venture	26,358
Sales of assets	1,263	1,949
Purchases of assets	(9,703)	(590)
Other, net	(39)	(328)
Net cash provided by (used in) investing activities	(28,867)	(47,495)
Cash Flows from Financing Activities
Borrowings under revolving credit facility	366,500	294,000
Repayments under revolving credit facility	(328,000)	(274,000)
Proceeds from issuance of long-term debt	360,000
Proceeds from tenant improvement draws under lease arrangements	95	3,914
Repayments of long-term debt	(341,893)	(6,696)
Debt issuance costs	(17,775)	(3,854)
Distributions to noncontrolling interests	(6,916)	(12,016)
Net cash provided by financing activities	32,011	1,348
Net increase (decrease) in cash and cash equivalents	(4,585)	(9,786)
Beginning of period	87,548	61,413
End of period	82,963	51,627
Supplemental disclosure of cash flow information
Interest paid	200,087	181,674
Taxes paid	13,669	5,043
Non-cash financing activities:
Capital leases	43,322	13,405
Financing obligations	26,479	$ 62,873
Assumptions of long-term debt	$ 436,776

General Information

General Information	6 Months Ended
	Jun. 30, 2015
General Information
Description of Business	(1) General Informatio n Description of Business Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company) owns and operates skilled nursing facilities, assisted living facilities, hospices, home health providers and a rehabilitation therapy business. The Company has an administrative service company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. The Company provides inpatient services through 514 skilled nursing, assisted living and behavioral health centers located in 34 states. Revenues of the Company’s owned, leased and otherwise consolidated centers constitute approximately 85% of its revenues. The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 12% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing services, hospice and home health services, and other healthcare related services, which comprise the balance of the Company’s revenues. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) . In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructi ons for Form 10-Q of Regulation S-X and do not include all of the disc losures normally required by U.S. GAAP or those normally required in annual reports on Form 10-K. Accordingly, t hese financial statements should be read in conjunction with the audited consolidat ed financial statements of the C ompany for the year ended De cember 31, 2014 filed with the S ecurities and Exchange Commission (the SEC) on Form 8-K on July 24, 2015. The accompanying consolidated balance sheet at December 31, 2014 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP . Certain prior year amounts have been reclassified to conform to current period presentation, the effect of which was not material. The Company’s membership interest at December 31, 2014 has been recast as common stock and additional paid-in-capital. The Company’s financial position at June 30, 2015 includes the impac t of the Combination (a s defined in Note 3 – “Significant Transactions and Events – The C ombination with Skilled”), which has been accounted for as a reverse acquisition using the acquisition method effective February 2, 2015. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers , (ASU 2014-09) which changes the requirements for recognizing revenue when entities enter into contracts with customers. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Company is still evaluating the effect, if any, ASU 2014-09 will have on the Company’s consolidated financial condition and results of operations. In February 2015, the FASB issued ASU 2015-02 , Consolidation (Topic 810): Amendments to the Consolidation Analysis (ASU 2015-02) , which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The adoption of ASU 2015-0 2 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. If adopted in an interim period, t his ASU must be reflected as of the beginning of the fiscal year that includes that interim period . The adoption of ASU No. 2015-0 2 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , (ASU 2015-03). This ASU requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The adoption of ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. This ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of ASU No. 2015-03 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations .

Certain Significant Risks and U

Certain Significant Risks and Uncertainties	6 Months Ended
	Jun. 30, 2015
Certain Significant Risks and Uncertainties
Certain Significant Risks and Uncertainties	(2) Certain Significant Risks and Uncertainties Revenue Sources The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care facilities that utilize its rehabilitation therapy and other services. The Company’s inpatient services segment derives approximately 79% of its revenue from Medicare and various state Medicaid programs. The sources and amounts of the Company’s revenues are determined by a number of factors, including licensed bed capacity and occupancy rates of inpatient facilities, the mix of patients and the rates of reimbursement among payors. Likewise, payment for ancillary medical services, including services provided by the Company’s rehabilitation therapy services business, varies based upon the type of payor and payment methodologies. Changes in the case mix of the patients as well as payor mix among Medicare, Medicaid and private pay can significantly affect the Company’s profitability. It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or other governmental initiatives on the Company’s business and the business of the customers served by the Company’s rehabilitation therapy business. The potential impact of reforms to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, is uncertain at this time. Accordingly, there can be no assurance that the impact of any future healthcare legislation or regulation will not adversely affect the Company’s business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels similar to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. The Company’s financial condition and results of operations are and will continue to be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled. Laws and regulations governing the Medicare and Medicaid programs, and the Company’s business generally, are complex and are often subject to a number of ambiguities in their application and interpretation. The Company believes that it is in substantial compliance with all applicable laws and regulations. However, from time to time the Company and its affiliates are subject to pending or threatened lawsuits and investigations involving allegations of potential wrongdoing, some of which may be material or involve significant costs to resolve and/or defend against, or may lead to other adverse effects on the Company and its affiliates including, but not limited to, fines, penalties and exclusion from participation in the Medicare and/or Medicaid programs. The Company business is subject to a number of other known and unknown risks and uncertainties, which are discussed in Item 1A (Risk Factors) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on February 20, 2015.

Significant Transactions and Ev

Significant Transactions and Events	6 Months Ended
	Jun. 30, 2015
Significant Transactions and Events
Significant Transactions and Events	(3) Significant Transactions and Events The Combination with Skilled On August 18, 2014, Skilled Healthcare Group, Inc., a Delaware corporation (Skilled) entered into a Purchase and Contribution Agreement with FC-GEN Operations Investment, LLC (FC-GEN) pursuant to which the businesses and operations of FC-GEN and Skilled were combined (the Combination). On February 2, 2015, the Combination was completed. The following diagram depicts the organizational structure of the Company at the time of the Combination: Upon completion of the Combination , the Company began operating under the name Genesis Healthcare, Inc. and the Class A common stock of the combined company continues to trade on the NYSE under the symbol “GEN”. Upon the closing of the Combination, the former owners of FC-GEN held 74.25% of the economic interests in the combined entity and the former shareholders of Skilled held the remaining 25.75% of the economic interests in the combined entity post-transaction, in each case on a fully-diluted, as-exchanged and as-converted basis. Under applicable accounting standards, FC-GEN was the accounting acquirer in the Combination, which was treated as a reverse acquisition. The acquisition method has been applied to the accounts of Skilled based on Skilled’s stock price (level 1 valuation technique - quoted prices in active markets for identical assets or liabilities) as of the acquisition date. The consideration has been allocated to the legacy Skilled business that was acquired on the acquisition date with the excess consideration over the fair value of the net assets acquired recognized as goodwill. As of the effective date of the Combination, FC-GEN’s assets and liabilities remained at their historical costs. Because FC-GEN’s pre-transaction owners held an approximately 58% direct controlling interest in Skilled and a 74.25% economic and voting interest in the combined company, FC-GEN is considered to be the acquirer of Skilled for accounting purposes. Following the closing of the Combination, the combined results of Skilled and FC-GEN are consolidated with approximately 42% direct noncontrolling economic interest shown as noncontrolling interest in the financial statements of the combined entity. The 42% direct noncontrolling economic interest is in the form of Class A common units of FC-GEN that are exchangeable on a 1 to 1 basis to public shares of the Company. The 42% direct noncontrolling economic interest will continue to decrease as Class A common units of FC-GEN are exchanged for public shares of the Company. Consideration Price Allocation The total Skilled consideration price of $348.1 million was allocated to Skilled ’s net tangible and identifiable intangible assets based upon the estimated fair values at February 2, 2015. The excess of the consideration price over the estimated fair value of the net tangible and identifiable intangible assets was recorded as goodwill. The allocation of the consideration price to property, plant and equipment, identifiable intangible assets and deferred income taxes was based upon valuation data and estimates. The Company has not finalized the analysis of the consideration price allocation and will continue its review during the measurement period. The aggregate goodwill arising from the Combination is based upon the expected future cash flows of the Skilled operations. Goodwill recognized from the Combination is the result of (i) the expected savings to be realized from achieving certain economies of scale and (ii) anticipated long-term improvements in Skilled’s core businesses. The Company has estimated $79.8 million of pre-existing Skilled goodwill that is deductible for income tax purposes related to the Combination. The consideration price and related allocation are summarized as follows (in thousands): Accounts receivable $ Deferred income taxes and other current assets Property, plant and equipment Weighted Average Life Identifiable intangible assets: (Years) Management contracts Customer relationships Favorable lease contracts Trade names Indefinite Total identifiable intangible assets Deferred income taxes and other assets Accounts payable and other current liabilities Long-term debt, including amounts due within one year Unfavorable lease contracts Deferred income taxes and other long-term liabilities Total identifiable net assets Goodwill Net assets $ Pro forma information The acquired business contributed net revenues of $382.6 million and net income of $9.5 million to the Company for the period from February 1, 2015 to June 30, 2015. The unaudited pro forma net effect of the Combination assuming the acquisition occurred as of January 1, 2014 is as follows (in thousands, except per share amounts): Pro Forma three months ended June 30, Pro Forma six months ended June 30, 2015 (1) 2014 2015 2014 Revenues N/A $ $ $ Loss attributable to Genesis Healthcare, Inc. N/A Loss per common share: Basic N/A $ $ $ Diluted N/A $ $ $ (1) Skilled’s financial results of operations are included fully in the three months ended June 30, 2015 The unaudited pro forma financial data have been derived by combining the historical financial results of the Company and the operations acquired in the Combination for the periods presented. The unaudited results of operations includes transaction and financing costs totaling $86.9 million incurred by both the Company and Skilled in connection with the Combination. These costs have been eliminated from the results of operations for the six months ended June 30, 2015 for purposes of the pro forma financial presentation. Related Party Transactions On March 31 , 2015, the Company sold its investment in FC PAC Holdings, LLC (FC PAC), an unconsolidated joint venture in which it held an approximate 5.4% interest, for $26.4 million. The Company recognized a gain on sale of $8.4 million recorded as other income on the statement of operations. FC PAC ownership includes affiliates of Formation Capital (Formation) , a private equity sponsor of the Company prior to the Combination , and also represented by members of the Company’s board of directors. Acquisition from Revera On June 15, 2015, the Company announced that it had signed an asset purchase agreement with Revera Assisted Living, Inc., a leading owner, operator and investor in the senior living sector, to acquire 24 of its skilled nursing facilities along with its contract rehabilitation business for $240 million. The Company will acquire the real estate and operations of 20 of the skilled nursing facilities and enter into a long-term lease agreement with Health Care REIT, Inc., a publicly traded real estate investment trust, to operate the other four additional skilled nursing facilities. The transaction is expected to close by this calendar year-end, subject to additional due diligence, regulatory and licensing approvals, and other customary conditions.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	6 Months Ended
	Jun. 30, 2015
Earnings (Loss) Per Share
Earnings (Loss) Per Share	(4) Earnings (Loss) Per Share The Company has three classes of common stock. Classes A and B are identical in economic and voting interests. Class C has a 1 :1 voting ratio with the other two classes, representing the voting interests of the approximate 42% noncontrolling interest of the legacy FC-GEN owners. See Note 3 – “Significant Transactions and Events – the Combination with Skilled”. Class C common stock is a participating security; however, it shares in a de minimis economic interest and is therefore excluded from the denominator of the basic earnings per share calculation. Basic net loss per share was computed by dividing net loss by the weighted-average number of outstanding common shares for the period. Diluted earnings per share is computed by dividing loss plus the effect of assumed conversions (if applicable) by the weighted-average number of outstanding shares after giving effect to all potential dilutive common stock, including options, warrants, common stock subject to repurchase and convertible preferred stock, if any. The computations of basic and diluted loss per share are consistent with any potentially dilutive adjustments to the numerator or denominator being anti-dilutive and therefore excluded from the dilutive calculation. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common share follows (in thousands, except per share data): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Numerator: Loss from continuing operations $ $ $ $ Less: Net (loss) income attributable to noncontrolling interests Loss from continuing operations attributable to Genesis Healthcare, Inc. $ $ $ $ Loss from discontinued operations, net of income tax Net loss attributable to Genesis Healthcare, Inc. $ $ $ $ Denominator: Weighted average shares outstanding for basic and diluted net loss per share Basic and diluted net loss per common share: Loss from continuing operations attributable to Genesis Healthcare, Inc. $ $ $ $ Loss from discontinued operations, net of income tax Net loss attributable to Genesis Healthcare, Inc. $ $ $ $ The following were excluded from net income attributable to Genesis Healthcare, Inc. and the weighted-average diluted shares computation for the three and six months ended June 30, 2015 and 2014, as their inclusion would have been anti-dilutive ( in thousands): Three Months Ended June 30, Six months ended June 30, 2015 2014 2015 2014 Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Exchange of restricted stock units of noncontrolling interests $ $ — — $ $ — — Employee and director unvested restricted stock units — — — — — — Because the Company is in a net loss position for the three and six months ended June 30, 2015, the combined impact of the assumed conversion of the approximate 42% noncontrolling interest to common stock and the related tax implications, are anti-dilutive to earnings per share ( EPS ) . As of June 30, 2015, there were 64,449,380 units attributed to the noncontrolling interests outstanding. See Note 3 – “Significant Transactions and Events – the Combination with Skilled.” There were no convertible instruments issued or outstanding as of June 30, 2014 that could be potentially dilutive to net loss for that period. On June 3, 2015, the shareholders approved the 2015 Omnibus Equity Incentive Plan, which provided for the grant of 3,825,420 restricted stock units to employees and 198,020 restricted stock units to non-employee directors. Because the Company is in a net loss position for the three and six months ended June 30, 2015, the combined impact of the grant under the 2015 Omnibus Equity Incentive Plan to common stock and the related tax implications are anti-dilutive to EPS.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2015
Segment Information
Segment Information	(5) Segment Information The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services. For additional information on these reportable segments see Note 1 – “General Informati on – Description of Business.” A summary of the Company’s segmented revenues follows: Three months ended June 30, 2015 2014 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled Nursing facilities $ % $ % $ % Assisted living facilities % % % Administration of third party facilities % % % Elimination of administrative services % % % Inpatient services, net % % % Rehabilitation therapy services: Total therapy services % % % Elimination intersegment rehabilitation therapy services % % % Third party rehabilitation therapy services % % % Other services: Total other services % % % Elimination intersegment other services % % % Third party other services % % % Total revenue $ % $ % $ % Six months ended June 30, 2015 2014 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled Nursing facilities $ % $ % $ % Assisted living facilities % % % Administration of third party facilities % % % Elimination of administrative services % % % Inpatient services, net % % % Rehabilitation therapy services: Total therapy services % % % Elimination intersegment rehabilitation therapy services % % % Third party rehabilitation therapy services % % % Other services: Total other services % % % Elimination intersegment other services % % % Third party other services % % % Total revenue $ % $ % $ % A summary of the Company’s unaudited condensed consolidated statement of operations follows: Three months ended June 30, 2015 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Three months ended June 30, 2014 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — — Provision for losses on accounts receivable — — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — — — (Loss) income before income tax benefit — Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ — $ Six months ended June 30, 2015 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — Transaction costs — — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Six months ended June 30, 2014 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ The following table presents the segment assets as of June 30, 2015 compared to December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Corporate and eliminations Total assets $ $ The following table presents segment goodwill as of June 30, 2015 compared to December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Total goodwill $ $

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
Property and Equipment	(6) Property and Equipment Property and equipment consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Land, buildings and improvements $ $ Capital lease land, buildings and improvements Financing obligation land, buildings and improvements Equipment, furniture and fixtures Construction in progress Gross property and equipment Less: accumulated depreciation Net property and equipment $ $

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2015
Long-Term Debt Abstract
Long-Term Debt	(7) Long-Term Debt Long-term debt at June 30, 2015 and December 31, 2014 consisted of the following (in thousands): As of June 30, As of December 31, 2015 2014 Revolving credit facility $ $ Term loan facility, net of original issue discount of $9,425 at June 30, 2015 and $11,375 at December 31, 2014 Real estate bridge loan — HUD insured loans — Mortgages and other secured debt (recourse) Mortgages and other secured debt (non-recourse) Less: Current installments of long-term debt Long-term debt $ $ Revolving Credit Facilities In connection with the Combination, on February 2, 2015 the Company entered into new revolving credit facilities and terminated its former revolving credit facilities. The new revolving credit facilities (the Revolving Credit Facilities) consist of a senior secured, asset-based revolving credit facility of up to $550 million under three separate tranches: Tranche A-1, Tranche A-2 and FILO Tranche. Interest accrues at a per annum rate equal to either (x) a base rate (calculated as the highest of the (i) prime rate, (ii) the federal funds rate plus 3.00% , or (iii) LIBOR plus the excess of the applicable margin between LIBOR loans and base rate loans) plus an applicable margin or (y) LIBOR plus an applicable margin. The applicable margin is based on the level of commitments for all three tranches, and in regards to LIBOR loans (i) for Tranche A-1 ranges from 3.25% to 2.75%; (ii) for Tranche A-2 ranges from 3.00% to 2.50%; and (iii) for FILO Tranche is 5.00% . The Revolving Credit Facilities mature on February 2, 2020, provided that if the Term Loan Facility (defined below) or the Real Estate Bridge Loan (defined below) is not refinanced with longer term debt or their terms not extended prior to their current maturities of December 4, 2017 and August 27, 2017, respectively, the Revolving Credit Facilities will mature 90 days prior to such maturity date, as applicable. Borrowing levels under the Revolving Credit Facilities are limited to a borrowing base that is computed based upon the level of the Company’s eligible accounts receivable, as defined. In addition to paying interest on the outstanding principal borrowed under the Revolving Credit Facilities, the Company is required to pay a commitment fee to the lenders for any unutilized commitments. The commitment fee rate ranges from 0.375% per annum to 0.50% depending upon the level of unused commitment. Borrowings and interest rates under the three tranches were as follows at June 30, 2015: Weighted Average Revolving credit facility Borrowings Interest FILO tranche $ % Tranche A-1 % Tranche A-2 % $ % As of June 3 0 , 2015, the Company had outstanding borrowings under the Revolving Credit Facilities of $293.0 million and had $108.5 million of drawn letters of credit securing insurance and lease obligations, leaving the Company with approximately $133.3 million of available borrowing capacity under the revolving credit facilities. Term Loan Facility Prior to the Combination, FC-GEN and certain of its subsidiaries became party to a five -year term loan facility (the Term Loan Facility). The Term Loan Facility is secured by a first priority lien on the membership interests in the Company and on substantially all of the Company’s and its subsidiaries’ assets other than collateral held on a first priority basis by the Revolving Credit Facilities lender. Borrowings under the Term Loan Facility bear interest at a rate per annum equal to the applicable margin plus, at the Company’s option, either (x) LIBOR or (y) a base rate determined by reference to the highest of (i) the lender defined prime rate, (ii) the federal funds rate effective plus one half of one percent and (iii) LIBOR described in subclause (x) plus 1.0% . LIBOR based loans are subject to an interest rate floor of 1.5% and base rate loans are subject to a floor of 2.5% . The Term Loan Facility matures on December 4, 2017. On September 25, 2014, FC-GEN entered into an amendment to the Term Loan Facility providing for changes to the financial covenants and other provisions allowing for and accommodating the Combination. On February 2, 2015, the amendment to the Term Loan Facility became effective. The Term Loan Facility currently has an outstanding principal balance of $230.1 million. Base rate borrowings under the Term Loan Facility bore interest of approximately 10.75% at June 3 0 , 2015. One-month LIBOR borrowings under the Term Loan Facility bore interest of approximately 10.0% at June 30 , 2015. Principal payments for the six months ended June 3 0 , 2015 were $0.6 million. The Term Loan Facility amortizes at a rate of 5% per annum. The lenders have the right to elect ratable principal payments or defer principal recoupment until the end of the term. Real Estate Bridge Loan In connection with the Combination on February 2, 2015, the Company entered into a $360.0 million real estate bridge loan (the Real Estate Bridge Loan), which is secured by a mortgage lien on the real property of 67 facilities and a second lien on certain receivables of the operators of such facilities. The Real Estate Bridge Loan is subject to a 24 -month term with two extension options of 90 -days each and accrues interest at a rate equal to LIBOR, plus 6.75% , plus an additional margin that ranges up to 7.00% based on the aggregate number of days the Real Estate Bridge Loan is outstanding. The interest rate is also subject to a LIBOR interest rate floor of 0.5% . The Real Estate Bridge Loan bore interest of 7.25% at June 3 0 , 2015. The Real Estate Bridge Loan is subject to payments of interest only during the term with a balloon payment due at maturity, provided, that to the extent the subsidiaries receive any net proceeds from the sale and / or refinance of the underlying facilities such net proceeds are required to be used to repay the outstanding principal balance of the Real Estate Bridge Loan. The proceeds of the Real Estate Bridge Loan were used to repay Skilled’s first lien senior secured term loan, repay Skilled’s mortgage loans and asset based revolving credit facility with MidCap Financial with excess proceeds used to fund direct costs of the Combination with the Company. The Real Estate Bridge Loan has an outstanding principal balance of $360.0 million at June 3 0 , 2015. The Revolving Credit Facilities, the Term Loan and Real Estate Bridge Loan (collectively, the Credit Facilities) each contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company and its subsidiaries. The Credit Facilities also require the Company to meet defined financial covenants, including interest coverage ratio, a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage ratio, all as defined in the applicable agreements. The Credit Facilities also contain other customary covenants and events of default. At June 3 0 , 2015, the Company was in compliance with its covenants. HUD Insured Loans In connection with the Combination on February 2, 2015, the Company assumed certain obligations under 10 loans insured by HUD. The loans are secured by 10 of the Company's skilled nursing facilities that were acquired in the Combination. The HUD insured loans have an original amortization term of 30 to 35 years. On May 1, 2015, the Company acquired a facility in Texas and assumed its HUD insured loan totaling $8.4 million with a maturity date of January 1, 2049. As of June 30 , 2015 the HUD insured loans have a combined aggregate principal balance of $108.6 million including a $14. 8 million debt premium established in purchase accounting in connection with the Combination. These mortgages have an average remaining term of 31 years with fixed interest rates ranging from 3.4% to 4.6% and a weighted average interest rate of 4.3% . Depending on the mortgage agreement, prepayments are generally allowed only after 12 months from the inception of the mortgage. Prepayments are subject to a penalty of 10% of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1% until no penalty is required. Any further HUD insured mortgages will require additional HUD approval. All HUD-insured mortgages are non-recourse loans to the Company. All mortgages are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of June 30 , 2015, the Company has total escrow reserve funds of $5.5 million with the loan servicer that are reported within prepaid expenses . Other Debt Mortgages and other secured debt (recourse). The Company carries two mortgage loans on two of its corporate office buildings. The Company also has an outstanding note payable for an acquired facility. The loans are secured by the underlying real property and have fixed or variable rates of interest ranging from 1.9% to 6.0% at June 30 , 2015 , with maturity dates ranging from 2018 to 2019. Mortgages and other secured debt (non-recourse). Loans are carried by certain of the Company’s consolidated joint ventures. The loans consist principally of revenue bonds and secured bank loans. Loans are secured by the underlying real and personal property of individual facilities and have fixed or variable rates of interest ranging from 2.5% to 21.9% at June 3 0 , 2015, with maturity dates ranging from 2018 to 2036. Loans are labeled “ non-recourse” because neither the Company nor any of its wholly owned subsidiaries is obligated to perform under the respective loan agreements. The maturity of total debt of $ 1,044.5 million at June 30, 2015 is as follows (in thousands): Twelve months ending June 30, 2016 $ 2017 2018 2019 2020 Thereafter Total debt payments $

Leases and Lease Commitments

Leases and Lease Commitments	6 Months Ended
	Jun. 30, 2015
Leases and Lease Commitments
Leases and Lease Commitments	(8) Leases and Lease Commitments The Company leases certain facilities under capital and operating leases. Future minimum payments for the next five years and thereafter under such leases at June 30, 2015 are as follows (in thousands): Twelve months ending June 30, Capital Leases Operating Leases 2016 $ $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments $ Less amount representing interest Capital lease obligation Less current portion Long-term capital lease obligation $ Capital Lease Obligations The capital lease obligations represent the present value of minimum lease payments under such capital lease and cease use arrangements and bear imputed interest at rates ranging from 3.5% to 12.9% at June 30 , 2015, and mature at dates ranging from 2015 t o 2047 . Deferred Lease Balances At June 30 , 2015 and December 31, 2014, the Company had $61.7 million and $47.8 million, respectively, of favorable leases net of accumulated amortization, included in other identifiable intangible assets, and $39.0 million and $31.4 million, respectively, of unfavorable leases net of accumulated amortization included in other long-term liabilities on the consolidated balance sheet. Favorable and unfavorable lease assets and liabilities, respectively, arise through the acquisition of leases in place which requires those contracts be recorded at their then fair value. The fair value of a lease is determined through a comparison of the actual rental rate with rental rates prevalent for similar assets in similar markets. A favorable lease asset to the Company represents a rental stream that is below market, and conversely an unfavorable lease is one with cost above market rates. These assets and liabilities amortize as lease expense over the remaining term of the respective leases on a straight-line basis. At June 3 0 , 2015 and December 31, 2014, the Company had $24.0 million and $20.6 million, respectively, of deferred straight-line rent balances included in other long-term liabilities on the consolidated balance sheet. Lease Covenants Certain lease agreements contain a number of restrictive covenants that, among other things and subject to certain exceptions, impose operating and financial restrictions on the Company and its subsidiaries. These leases also require the Company to meet defined financial covenants, including a minimum level of consolidated liquidity, a maximum consolidated net leverage ratio, a minimum consolidated fixed charge coverage and a minimum level of tangible net worth. At June 3 0 , 2015, the Company was in compliance with its covenants under its lease arrangements. In connection with the Combination on February 2, 2015, the Company and certain of its lessors amended the existing lease agreements. These amendments modified certain financial covenants to reflect the combined company .

Financing Obligation

Financing Obligation	6 Months Ended
	Jun. 30, 2015
Financing Obligation
Financing Obligation	(9) Financing Obligation Future minimum payments for the next five years and thereafter under leases classified as financing obligations at June 30, 2015 are as follows (in thousands): Twelve months ending June 30, 2016 $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments Less amount representing interest Financing obligation $ Less current portion Long-term financing obligation $

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	(10) Income Taxes Upon completion of the Combination, the Company effectively owns 58% of FC-GEN, an entity taxed as a partnership for U.S. income tax purposes. This is the Company’s only source of taxable income. The transaction did not materially impact the amount of income subject to corporate tax . For the three months ended June 30, 2015, the Company recorded an income tax benefit of $4.4 million from continuing operations, representing an effective tax rate of 11.7%, compared to an income tax benefit of $0.1 million from continuing operations, representing an effective tax rate of 0.3%, for the same period in 2014. For the six months ended June 30, 2015, the Company recorded an income tax benefit of $10.1 million from continuing operations, representing an effective tax rate of 6.2%, compared to an income tax benefit of $2.9 million from continuing operations, representing an effective tax rate of 3.8%, for the same period in 2014. The 11.4% and the 2.4% respective increase in the effective tax rate is attributable to the establishment of a valuation allowance against the insurance reserves deferred tax asset of its Cayman captive insurance company and the write-off of a portion of deferred tax assets on U.S. federal and state net operating losses. The write-off is a result of a more restrictive change of ownership limitation under IRC Section 382 by which a taxpayer is limited to a certain amount of net operating losses it can utilize in a given tax year and the insolvency of certain corporate subsidiaries that were converted to limited liability companies that will be treated as partnerships for income tax purposes. Exchange Rights and Tax Receivable Agreement Following the Combination, the owners of FC-GEN will have the right to exchange their membership interests in FC-GEN for shares of Class A Common Stock of the Company or cash, at the Company’s option. As a result of such exchanges, the Company’s membership interest in FC-GEN will increase and its purchase price will be reflected in its share of the tax basis of FC-GEN’s tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also decrease gain (or increase loss) on future dispositions of the effected assets. Concurrent with the Combination, the Company entered into a tax receivable agreement (TRA) with the owners of FC-GEN. The agreement provides for the payment by the Company to the owners of FC-GEN of 90% of the cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) the increases in tax basis attributable to the owners of FC-GEN and (ii) tax benefits related to imputed interest deemed to be paid by the Company as a result of the TRA . Under the TRA , the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the owners of FC-GEN generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no such increase in tax basis. Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA , will vary depending upon a number of factors, including: · the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of FC-GEN and its subsidiaries at the time of each exchange, which fair value may fluctuate over time; · the price of shares of Company Class A Stock at the time of the exchange—the increase in any tax deductions, and the tax basis increase in other assets of FC-GEN and its subsidiaries is directly proportional to the price of shares of Company Class A Stock at the time of the exchange; · the amount and timing of the Company’s income—the Company is required to pay 90% of the deemed benefits as and when deemed realized. If FC-GEN does not have taxable income, the Company is generally not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA ; and · future tax rates of jurisdictions in which the Company has tax liability. The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, FC-GEN (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, FC-GEN could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if FC-GEN elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits. Payments generally are due under the TRA within a specified period of time following the filing of FC-GEN’s U.S. federal and state income tax return for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that FC-GEN will determine. Although FC-GEN does not expect the IRS to challenge the Company’s tax reporting positions, FC-GEN will not be reimbursed for any overpayments previously made under the TRA, but any overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that FC-GEN actually realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(11) Commitments and Contingencies Loss Reserves For Certain Self-Insured Programs General and Professional Liability and Workers’ Compensation The Company self-insures for certain insurable risks, including general and professional liabilities and workers’ compensation liabilities through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary among states in which the Company operates, including wholly owned captive insurance subsidiaries, to provide for potential liabilities for general and professional liability claims and workers’ compensation claims. Policies are typically written for a duration of twelve months and are measured on a “claims made” basis. Regarding workers’ compensation, the Company self-insures to its deductible and purchases statutor il y required insurance coverage in excess of its deductible. There is a risk that amounts funded by the Company’s self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments. This liability includes an estimate of the development of reported losses and losses incurred but not reported. Provisions for changes in insurance reserves are made in the period of the related coverage. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. The Company’s management employs its judgment and periodic independent actuarial analysis in determining the adequacy of certain self-insured workers’ compensation and general and professional liability obligations recorded as liabilities in the Company’s financial statements. The Company evaluates the adequacy of its self-insurance reserves on a quarterly basis or more often when it is aware of changes to its incurred loss patterns that could impact the accuracy of those reserves. The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. The foundation for most of these methods is the Company’s actual historical reported and/or paid loss data, over which it has effective internal controls. Any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves. The Company utilizes third-party administrators (TPAs) to process claims and to provide it with the data utilized in its assessments of reserve adequacy. The TPAs are under the oversight of the Company’s in-house risk management and legal functions. These functions ensure that the claims are properly administered so that the historical data is reliable for estimation purposes. Case reserves, which are approved by the Company’s legal and risk management departments, are determined based on an estimate of the ultimate settlement and/or ultimate loss exposure of individual claims. The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns using a discount rate of approximately 1% for each policy period presented. The discount rate for the 2015 policy year is 0.78% . The discount rates are based upon the risk-free rate for the appropriate duration for the respective policy year. The removal of discounting would have resulted in an increased reserve for workers’ compensation risks of $5.4 million and $4.8 million as of June 30, 2015 and December 31, 2014, respectively. The reserves for general and professional liability are recorded on an undiscounted basis. For the three months ended June 30, 2015 and 2014, the provision for general and professional liability risk totaled $45.4 million and $28.3 million, respectively. The provision for general and professional liability risks totaled $71.6 million and $51.0 million for the six months ended June 30, 2015 and 2014, respectively. The reserves for general and professional liability were $346.7 million and $288.2 million as of June 30, 2015 and December 31, 2014, respectively. For the three months ended June 30, 2015 and 2014, the provision for workers’ compensation risk totaled $13.9 million and $10.1 million, respectively. The provision for loss for workers’ compensation risks totaled $31.8 million and $25.2 million for the six months ended June 30, 2015 and 2014, respectively. The reserves for workers’ compensation risks were $229.0 million and $198.0 million as of June 30, 2015 and December 31, 2014, respectively. Health Insurance The Company offers employees an option to participate in self-insured health plans. Health insurance claims are paid as they are submitted to the plans’ administrators. The Company maintains an accrual for claims that have been incurred but not yet reported to the plans’ administrators and therefore have not yet been paid. The liability for the self-insured health plan is recorded in accrued compensation in the consolidated balance sheets. Although management believes that the amounts provided in the Company’s consolidated financial statements are adequate and reasonable, there can be no assurances that the ultimate liability for such self-insured risks will not exceed management’s estimates. Legal Proceedings The Company is a party to litigation and regulatory investigations arising in the ordinary course of business. Based on the Company’s evaluation of information currently available, with the exception of the specific matters noted below, management does not believe the results of such litigation and regulatory investigations would have a material adverse effect on the results of operations, financial position or cash flows of the Company. Creekside Hospice Litigation On August 2, 2013, the United States Attorney for the District of Nevada and the Civil Division of the U.S. Department of Justice (the DOJ) informed the Company that its Civil Division was investigating Skilled, as well as its subsidiary, Creekside Hospice II, LLC, for possible violations of federal and state healthcare fraud and abuse laws and regulations. Those laws could have included the federal False Claims Act (FCA) and the Nevada False Claims Act (NFCA). The FCA provides for civil and administrative fines and penalties, plus treble damages. The NFCA provides for similar fines and penalties, including treble damages. Violations of those federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. On or about August 6, 2014, in relation to the investigation the DOJ filed a notice of intervention in two pending qui tam proceedings filed by private party relators under the FCA and the NFCA and advised that it intends to take over the actions. The DOJ filed its complaint in intervention on November 25, 2014, against Creekside, Skilled Healthcare Group, Inc., and Skilled Healthcare, LLC, asserting, among other things, that certain claims for hospice services provided by Creekside in the time period 2010 to 2013 did not meet Medicare requirements for reimbursement and are in violation of the civil False Claims Act. The DOJ is pursuing False Claims Act, NFCA, and federal common law claims remedies in an unspecified amount, with a request to treble provable damages and impose penalties per proved false claim in the amount ranging from $5,500 to $11,000 per claim, as applicable. While the Company denies the allegations and will vigorously defend this action, including any portion of the action that the private party relators may continue to pursue, the Company has accrued $7.5 million as a contingent liability in connection with the matter. However, it could ultimately cost more than that amount to settle or otherwise resolve the matter(s), including to satisfy any judgment that might be rendered against the Company or Creekside Hospice if the litigation defense were ultimately unsuccessful. Therapy Matters Investigation In February 2015, representatives of the DOJ informed the Company that they are investigating and may pursue legal action against the Company and certain of its subsidiaries including Hallmark Rehabilitation GP, LLC for alleged violations of the federal and state healthcare fraud and abuse laws and regulations related to the provision of therapy services at certain Skilled Healthcare facilities from 2005 through 2013. These laws could include the FCA and similar state laws. As noted above, the FCA provides for civil and administrative fines and penalties, including civil fines ranging from $5,500 to $11,000 per claim plus treble damages. Applicable state laws provide for similar penalties. Violations of these federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. Any damages, fines, penalties, other sanctions and costs that the Company may incur as a result of any federal and/or state suit could be significant and could have a m aterial and adverse effect on its results of operations and financial condition. At this time, the Company cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government’s investigation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter. Staffing Matters Investigation On February 10, 2015, the DOJ informed the Company that it intends to pursue legal action against the Company and certain of its subsidiaries related to staffing and certain quality of care allegations related to the issues adjudicated against the Company and those subsidiaries in a previously disclosed class action lawsuit that Skilled settled in 2010. The laws under which the DOJ could seek to pursue legal action could include the FCA and similar state laws. As noted above, violations of the FCA or similar state laws and regulations could subject the Company and/or its subsidiaries to severe monetary and other penalties and remedies. Any damages, fines, penalties, other sanctions and costs that the Company may incur as a result of any federal or state suit could be significant and could have a material and adverse effect on its results of operations and fina ncial condition. At this time, the Company cannot predict what effect, if any, the investigation or any potential claims arising under applicable federal or state laws and regulations could have on the Company. While the Company will continue to cooperate with the government's evaluation of the matter, the Company intends to vigorously defend against any legal action that may be brought in the matter.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2015
Fair Value of Financial Instruments
Fair Value Measurements	(12) Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and equivalents, restricted cash, trade accounts receivable, investments in marketable securities, accounts payable, short and long-term debt and derivative financial instruments. The Company’s financial instruments, other than its trade accounts receivable and accounts payable, are spread across a number of large financial institutions whose credit ratings the Company monitors and believes do not currently carry a material risk of non-performance. Certain of the Company’s financial instruments, including its interest rate cap arrangements, contain an off-balance-sheet risk. Recurring Fair Value Measures Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability. Level 3 — Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability). The tables below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Fair Value Measurements at Reporting Date Using June 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: 2015 (Level 1) (Level 2) (Level 3) Cash and equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities — — Total $ $ $ — $ — Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: 2014 (Level 1) (Level 2) (Level 3) Cash and equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities — — Total $ $ $ — $ — The Company places its cash and equivalents and restricted investments in marketable securities in quality financial instruments and limits the amount invested in any one institution or in any one type of instrument. The Company has not experienced any significant losses on such investments. Debt Instruments The table below shows the carrying amounts and estimated fair values of the Company’s primary long-term debt instruments: June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility $ $ $ $ Term loan facility, net of original issue discount of $9,425 at June 30, 2015 and $11,375 at December 31, 2014 Real estate bridge loan — — HUD insured loans — — Mortgages and other secured debt (recourse) Mortgages and other secured debt (non-recourse) $ $ $ $ The fair value of debt is based upon market prices or is computed using discounted cash flow analysis, based on the Company’s estimated borrowing rate at the end of each fiscal period presented. The Company believes that the inputs to the pricing models qualify as Level 2 measurements. Non-Recurring Fair Value Measures The Company recently applied the fair value measurement principles to certain of its non-recurring nonfinancial assets in connection with an impairment test . The following table presents the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands): Impairment Charges - Carrying Value Six Months Ended June 30, 2015 June 30, 2015 Assets: Property and equipment, net $ $ — Goodwill — Intangible assets — Impairment Charges - Carrying Value Six Months Ended December 31, 2014 June 30, 2014 Assets: Property and equipment, net $ $ — Goodwill — Intangible assets — The fair value of tangible and intangible assets is determined using a discounted cash flow approach, which is a significant unobservable input (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique). These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, b ut not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. The Company estimated the fair value of acquired tangible and intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows. The Company believes the estimates and assumptions used in the valuation methods are reasonable.

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2015
Subsequent Events
Subsequent Events	(13) Subsequent Events On July 1, 2015, the Company acquired 22 rehabilitation outpatient clinics from Formation for a purchase price of $1.1 million. The acquisition was financed entirely with a promissory note.

General Information (Policies)

General Information (Policies)	6 Months Ended
	Jun. 30, 2015
General Information
Description of Business	Description of Business Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company) owns and operates skilled nursing facilities, assisted living facilities, hospices, home health providers and a rehabilitation therapy business. The Company has an administrative service company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. The Company provides inpatient services through 514 skilled nursing, assisted living and behavioral health centers located in 34 states. Revenues of the Company’s owned, leased and otherwise consolidated centers constitute approximately 85% of its revenues. The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 12% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing services, hospice and home health services, and other healthcare related services, which comprise the balance of the Company’s revenues.
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) . In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructi ons for Form 10-Q of Regulation S-X and do not include all of the disc losures normally required by U.S. GAAP or those normally required in annual reports on Form 10-K. Accordingly, t hese financial statements should be read in conjunction with the audited consolidat ed financial statements of the C ompany for the year ended De cember 31, 2014 filed with the S ecurities and Exchange Commission (the SEC) on Form 8-K on July 24, 2015. The accompanying consolidated balance sheet at December 31, 2014 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP . Certain prior year amounts have been reclassified to conform to current period presentation, the effect of which was not material. The Company’s membership interest at December 31, 2014 has been recast as common stock and additional paid-in-capital. The Company’s financial position at June 30, 2015 includes the impac t of the Combination (a s defined in Note 3 – “Significant Transactions and Events – The C ombination with Skilled”), which has been accounted for as a reverse acquisition using the acquisition method effective February 2, 2015.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers , (ASU 2014-09) which changes the requirements for recognizing revenue when entities enter into contracts with customers. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Company is still evaluating the effect, if any, ASU 2014-09 will have on the Company’s consolidated financial condition and results of operations. In February 2015, the FASB issued ASU 2015-02 , Consolidation (Topic 810): Amendments to the Consolidation Analysis (ASU 2015-02) , which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 and similar entities from the U.S. GAAP consolidation requirements. The adoption of ASU 2015-0 2 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. If adopted in an interim period, t his ASU must be reflected as of the beginning of the fiscal year that includes that interim period . The adoption of ASU No. 2015-0 2 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , (ASU 2015-03). This ASU requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The adoption of ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. This ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of ASU No. 2015-03 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations .

Significant Transactions and 22

Significant Transactions and Events (Tables)	6 Months Ended
	Jun. 30, 2015
Significant Transactions and Events
Summary of Consideration Price and Related Allocation (in thousands)	Accounts receivable $ Deferred income taxes and other current assets Property, plant and equipment Weighted Average Life Identifiable intangible assets: (Years) Management contracts Customer relationships Favorable lease contracts Trade names Indefinite Total identifiable intangible assets Deferred income taxes and other assets Accounts payable and other current liabilities Long-term debt, including amounts due within one year Unfavorable lease contracts Deferred income taxes and other long-term liabilities Total identifiable net assets Goodwill Net assets $
Unaudited Pro Forma Net Effect of the Combination (in thousands, except per share amounts)	Pro Forma three months ended June 30, Pro Forma six months ended June 30, 2015 (1) 2014 2015 2014 Revenues N/A $ $ $ Loss attributable to Genesis Healthcare, Inc. N/A Loss per common share: Basic N/A $ $ $ Diluted N/A $ $ $ (1) Skilled’s financial results of operations are included fully in the three months ended June 30, 2015

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2015
Earnings (Loss) Per Share
Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Income per Share (in thousands, except per share data)	Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Numerator: Loss from continuing operations $ $ $ $ Less: Net (loss) income attributable to noncontrolling interests Loss from continuing operations attributable to Genesis Healthcare, Inc. $ $ $ $ Loss from discontinued operations, net of income tax Net loss attributable to Genesis Healthcare, Inc. $ $ $ $ Denominator: Weighted average shares outstanding for basic and diluted net loss per share Basic and diluted net loss per common share: Loss from continuing operations attributable to Genesis Healthcare, Inc. $ $ $ $ Loss from discontinued operations, net of income tax Net loss attributable to Genesis Healthcare, Inc. $ $ $ $
Anti-dilutive Securities Excluded from Net Income Attributable to Genesis Healthcare, Inc. and the Weighted-average Diluted Shares Computation (in thousands)	Three Months Ended June 30, Six months ended June 30, 2015 2014 2015 2014 Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Net loss attributed to Genesis Healthcare, Inc. Antidilutive shares Exchange of restricted stock units of noncontrolling interests $ $ — — $ $ — — Employee and director unvested restricted stock units — — — — — —

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2015
Segment Information
Summary of Segmented Revenues	Three months ended June 30, 2015 2014 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled Nursing facilities $ % $ % $ % Assisted living facilities % % % Administration of third party facilities % % % Elimination of administrative services % % % Inpatient services, net % % % Rehabilitation therapy services: Total therapy services % % % Elimination intersegment rehabilitation therapy services % % % Third party rehabilitation therapy services % % % Other services: Total other services % % % Elimination intersegment other services % % % Third party other services % % % Total revenue $ % $ % $ % Six months ended June 30, 2015 2014 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled Nursing facilities $ % $ % $ % Assisted living facilities % % % Administration of third party facilities % % % Elimination of administrative services % % % Inpatient services, net % % % Rehabilitation therapy services: Total therapy services % % % Elimination intersegment rehabilitation therapy services % % % Third party rehabilitation therapy services % % % Other services: Total other services % % % Elimination intersegment other services % % % Third party other services % % % Total revenue $ % $ % $ %
Summaries of Condensed Consolidated Statements of Operations, Total Assets and Goodwill	Three months ended June 30, 2015 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Three months ended June 30, 2014 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — — Provision for losses on accounts receivable — — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — — — (Loss) income before income tax benefit — Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ — $ Six months ended June 30, 2015 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — Transaction costs — — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Six months ended June 30, 2014 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated (In thousands) Net revenues $ $ $ $ $ $ Salaries, wages and benefits — — Other operating expenses — General and administrative costs — — — — Provision for losses on accounts receivable — Lease expense — Depreciation and amortization expense — Interest expense Loss on extinguishment of debt — — — — Investment income — — Other income — — — — Transaction costs — — — Equity in net (income) loss of unconsolidated affiliates — — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ The following table presents the segment assets as of June 30, 2015 compared to December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Corporate and eliminations Total assets $ $ The following table presents segment goodwill as of June 30, 2015 compared to December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Total goodwill $ $

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment (in thousands)	June 30, 2015 December 31, 2014 Land, buildings and improvements $ $ Capital lease land, buildings and improvements Financing obligation land, buildings and improvements Equipment, furniture and fixtures Construction in progress Gross property and equipment Less: accumulated depreciation Net property and equipment $ $

Long-term Debt (Tables)

Long-term Debt (Tables)	6 Months Ended
	Jun. 30, 2015
Long-Term Debt Abstract
Schedule of Long-term Debt (in thousands)	As of June 30, As of December 31, 2015 2014 Revolving credit facility $ $ Term loan facility, net of original issue discount of $9,425 at June 30, 2015 and $11,375 at December 31, 2014 Real estate bridge loan — HUD insured loans — Mortgages and other secured debt (recourse) Mortgages and other secured debt (non-recourse) Less: Current installments of long-term debt Long-term debt $ $
Schedule of Borrowings and Interest Rates	Weighted Average Revolving credit facility Borrowings Interest FILO tranche $ % Tranche A-1 % Tranche A-2 % $ %
Schedule of Maturity of Total Debt (in thousands)	Twelve months ending June 30, 2016 $ 2017 2018 2019 2020 Thereafter Total debt payments $

Leases and Lease Commitments (T

Leases and Lease Commitments (Tables)	6 Months Ended
	Jun. 30, 2015
Leases and Lease Commitments
Schedule of Future Minimum Capital and Operating Lease Payments (in thousands)	Twelve months ending June 30, Capital Leases Operating Leases 2016 $ $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments $ Less amount representing interest Capital lease obligation Less current portion Long-term capital lease obligation $

Financing Obligation (Tables)

Financing Obligation (Tables)	6 Months Ended
	Jun. 30, 2015
Financing Obligation
Schedule of Future Minimum Financing Lease Payments (in thousands)	Twelve months ending June 30, 2016 $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments Less amount representing interest Financing obligation $ Less current portion Long-term financing obligation $

Fair Value of Financial Instr29

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2015
Fair Value of Financial Instruments
Schedule of Fair Value of Assets Measured on a Recurring Basis (in thousands)	Fair Value Measurements at Reporting Date Using June 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: 2015 (Level 1) (Level 2) (Level 3) Cash and equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities — — Total $ $ $ — $ — Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: 2014 (Level 1) (Level 2) (Level 3) Cash and equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities — — Total $ $ $ — $ —
Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt Instruments	June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility $ $ $ $ Term loan facility, net of original issue discount of $9,425 at June 30, 2015 and $11,375 at December 31, 2014 Real estate bridge loan — — HUD insured loans — — Mortgages and other secured debt (recourse) Mortgages and other secured debt (non-recourse) $ $ $ $
Schedule of Hierarchy of Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis (in thousands)	Impairment Charges - Carrying Value Six Months Ended June 30, 2015 June 30, 2015 Assets: Property and equipment, net $ $ — Goodwill — Intangible assets — Impairment Charges - Carrying Value Six Months Ended December 31, 2014 June 30, 2014 Assets: Property and equipment, net $ $ — Goodwill — Intangible assets —

General Information (Details)

General Information (Details) - Jun. 30, 2015	statefacility
Inpatient Services
Facility Count
Number of skilled nursing and assisted living facilities | facility	514
Number of states with facilities	34
Inpatient Services | Revenue | Product Concentration Risk [Member]
Facility Count
Concentration risk (as a percent)	85.00%
Rehabilitation Therapy Services | Revenue | Product Concentration Risk [Member]
Facility Count
Concentration risk (as a percent)	12.00%

Certain Significant Risks and31

Certain Significant Risks and Uncertainties (Details)	6 Months Ended
	Jun. 30, 2015
Government contracts | Revenue | Inpatient Services
Concentration Risk
Concentration risk (as a percent)	79.00%

Significant Transactions and 32

Significant Transactions and Events (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 02, 2015	Aug. 17, 2014	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 348,100
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill				$ 431,515	$ 431,515		$ 169,681
Business Acquisition, Pro Forma Information [Abstract]
Revenues			$ 1,406,823		2,833,764	$ 2,799,880
Loss attributable to Genesis Healthcare, Inc.			$ (15,051)		$ (30,846)	$ (33,133)
Net loss per share, Basic			$ (0.17)		$ (0.35)	$ (0.37)
Net loss per share, Diluted			$ (0.17)		$ (0.35)	$ (0.37)
Former owners of FC-GEN
Business Acquisition [Line Items]
Direct controlling interest held pre-transaction (as a percent)		58.00%
Economic voting interest held pre-transaction (as a percent)		74.25%
Former Owners of FC-GEN and Skilled Healthcare
Business Acquisition [Line Items]
Noncontrolling interest held after transaction (as a percent)				42.00%	42.00%
Convertible noncontrolling interest (as a percent)					42.00%
Conversion ratio					1
FC-GEN Operations Investment, LLC
Business Acquisition [Line Items]
Goodwill, tax deductible portion	79,800
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Accounts receivable	114,234
Deferred income taxes and other current assets	42,424
Property, plant and equipment	490,821
Total identifiable intangible assets	65,920
Deferred income taxes and other assets	71,417
Accounts payable and other current liabilities	(116,495)
Long-term debt, including amounts due within one year	(428,453)
Unfavorable lease contracts	(11,480)
Deferred income taxes and other long-term liabilities	(142,082)
Total identifiable net assets	86,306
Goodwill	261,834
Net assets	348,140
Business Acquisition, Pro Forma Information [Abstract]
Revenue of acquiree				$ 382,600
Net income of acquiree				9,500
Transaction costs in acquisition				$ 86,900	$ 86,900
FC-GEN Operations Investment, LLC | Trade names
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Indefinite lived intangible assets	3,400
FC-GEN Operations Investment, LLC | Management contracts
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Finite lived intangible assets	$ 30,900
Weighted average life (in years)	3 years 6 months
FC-GEN Operations Investment, LLC | Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Finite lived intangible assets	$ 13,400
Weighted average life (in years)	10 years
FC-GEN Operations Investment, LLC | Favorable lease contracts
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Finite lived intangible assets	$ 18,220
Weighted average life (in years)	12 years 9 months 18 days
FC-GEN Operations Investment, LLC | Former owners of FC-GEN
Business Acquisition [Line Items]
Investment in joint venture (as a percent)	74.25%
FC-GEN Operations Investment, LLC | Former shareholders of Skilled Healthcare Group, Inc.
Business Acquisition [Line Items]
Noncontrolling interest held after transaction (as a percent)	25.75%

Significant Transactions and 33

Significant Transactions and Events - Related Party Transactions (Details) $ in Thousands	Mar. 31, 2015USD ($)	Jun. 30, 2015USD ($)	Jun. 15, 2015USD ($)facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of investment in joint venture		$ 26,358
Acquisition from Revera
Number of Facilities to be Acquired | facility			24
Asset purchase agreement amount			$ 240,000
Number of Acquired Facilities to be Operated By the Entity | facility			20
Number of Acquired Facilities to Be Operated By Another Entity | facility			4
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | FC PAC | Formation Capital
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investment in joint venture (as a percent)	5.40%
Sale of investment in joint venture	$ 26,400
Gain on sale of equity investments	$ 8,400

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)$ / sharesshares	Jun. 30, 2014USD ($)$ / sharesshares	Jun. 30, 2015USD ($)class$ / sharesshares	Jun. 30, 2014USD ($)$ / sharesshares
Income Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of classes of common stock | class			3
Numerator:
Loss from continuing operations	$ (33,214)	$ (30,856)	$ (151,576)	$ (71,644)
Less net loss (income) attributable to noncontrolling interests	(15,750)	224	(21,434)	409
Net Income (Loss) Attributable to Parent	$ (19,186)	$ (32,256)	$ (131,752)	$ (76,423)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share | shares	89,211	49,865	82,279	49,865
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ / shares	$ (0.20)	$ (0.63)	$ (1.58)	$ (1.44)
Income (loss) from discontinued operations | $ / shares	(0.02)	(0.02)	(0.02)	(0.09)
Net loss attributable to Genesis Healthcare, Inc. | $ / shares	$ (0.22)	$ (0.65)	$ (1.60)	$ (1.53)
Class A Common Stock
Numerator:
Loss from continuing operations			$ (33,214)	$ (151,576)
Less net loss (income) attributable to noncontrolling interests			(15,750)	(21,434)
Loss from continuing operations attributable to Genesis Healthcare, Inc.			(17,464)	(130,142)
Income (loss) from discontinued operations, net of income tax			(1,722)	(1,610)
Net Income (Loss) Attributable to Parent			$ (19,186)	$ (131,752)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share | shares			89,211	82,279
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ / shares			$ (0.20)	$ (1.58)
Income (loss) from discontinued operations | $ / shares			(0.02)	(0.02)
Net loss attributable to Genesis Healthcare, Inc. | $ / shares			$ (0.22)	$ (1.60)
Class B Common Stock
Numerator:
Loss from continuing operations			$ (30,856)	$ (71,644)
Less net loss (income) attributable to noncontrolling interests			224	409
Loss from continuing operations attributable to Genesis Healthcare, Inc.			(31,080)	(72,053)
Income (loss) from discontinued operations, net of income tax			(1,176)	(4,370)
Net Income (Loss) Attributable to Parent			$ (32,256)	$ (76,423)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share | shares			49,865	49,865
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ / shares			$ (0.63)	$ (1.44)
Income (loss) from discontinued operations | $ / shares			(0.02)	(0.09)
Net loss attributable to Genesis Healthcare, Inc. | $ / shares			$ (0.65)	$ (1.53)
Common Class C [Member]
Income Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Voting ratio			1
Number of classes of stock that share voting ratio | class			2
Convertible noncontrolling interest (as a percent)			42.00%

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 03, 2015
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	38,000	19,000
Restricted Stock Units (RSUs) | Noncontrolling interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss effect of exchange of stock	$ (7,088)	$ (11,306)
Antidilutive shares	64,461,000	53,066,000
Common Class C [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		64,449,380	0
Convertible noncontrolling interest (as a percent)		42.00%
2015 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares available for issuance (in shares)				3,825,420
2015 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | Director
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares available for issuance (in shares)				198,020

Segment Information - Segment R

Segment Information - Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)segment	Jun. 30, 2014USD ($)
Segment Reporting Information
Number of Reportable Segments | segment			3
Net revenues	$ 1,419,475	$ 1,200,651	$ 2,762,476	$ 2,387,195
Increase (Decrease) in Net Revenue From Prior Period	$ 218,824		$ 375,281
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	18.20%		15.70%
Salaries, wages and benefits	$ 820,926	717,215	$ 1,611,659	1,438,477
General and administrative	44,983	35,980	86,516	71,844
Provision for losses on accounts receivable	22,113	17,080	45,509	35,596
Other operating expenses	348,236	269,603	660,797	533,149
Lease expense	38,959	32,909	75,378	65,708
Depreciation and amortization expense	53,605	48,930	113,538	96,430
Interest expense	126,385	109,900	247,698	218,650
Loss on early extinguishment of debt		181	3,234	680
Investment income	(431)	(436)	(847)	(1,379)
Other loss (income)	50	(667)	(7,560)	(667)
Transaction costs	2,642	1,298	88,710	3,547
Equity in net (income) loss of unconsolidated affiliates	(360)	(390)	(513)	(346)
(Loss) income before income tax benefit	(37,633)	(30,952)	(161,643)	(74,494)
Income tax benefit	(4,419)	(96)	(10,067)	(2,850)
(Loss) income from continuing operations	$ (33,214)	$ (30,856)	$ (151,576)	$ (71,644)
Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
Inpatient Services
Segment Reporting Information
Net revenues	$ 1,203,185	$ 1,013,233	$ 2,344,002	$ 2,012,986
Increase (Decrease) in Net Revenue From Prior Period	$ 189,952		$ 331,016
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	18.80%		16.40%
Inpatient Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	84.80%	84.40%	84.90%	84.30%
Inpatient Services | Skilled Nursing Services [Member]
Segment Reporting Information
Net revenues	$ 1,164,674	$ 983,071	$ 2,269,665	$ 1,952,698
Increase (Decrease) in Net Revenue From Prior Period	$ 181,603		$ 316,967
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	18.50%		16.20%
Inpatient Services | Skilled Nursing Services [Member] | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	82.00%	81.90%	82.20%	81.80%
Inpatient Services | Assisted Living Services [Member]
Segment Reporting Information
Net revenues	$ 36,206	$ 28,006	$ 69,862	$ 55,963
Increase (Decrease) in Net Revenue From Prior Period	$ 8,200		$ 13,899
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	29.30%		24.80%
Inpatient Services | Assisted Living Services [Member] | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	2.60%	2.30%	2.50%	2.30%
Inpatient Services | Administrative Services [Member]
Segment Reporting Information
Net revenues	$ 2,828	$ 2,618	$ 5,499	$ 5,251
Increase (Decrease) in Net Revenue From Prior Period	$ 210		$ 248
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	8.00%		4.70%
Inpatient Services | Administrative Services [Member] | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	0.20%	0.20%	0.20%	0.20%
Rehabilitation Therapy Services
Segment Reporting Information
Net revenues	$ 164,131	$ 156,129	$ 321,276	$ 313,106
Increase (Decrease) in Net Revenue From Prior Period	$ 8,002		$ 8,170
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	5.10%		2.60%
Rehabilitation Therapy Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	11.60%	13.00%	11.60%	13.10%
Rehabilitation Therapy Services | Services Therapy Services [Member]
Segment Reporting Information
Net revenues	$ 274,133	$ 254,941	$ 537,184	$ 510,265
Increase (Decrease) in Net Revenue From Prior Period	$ 19,192		$ 26,919
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	7.50%		5.30%
Rehabilitation Therapy Services | Services Therapy Services [Member] | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	19.30%	21.20%	19.40%	21.40%
Other Services
Segment Reporting Information
Net revenues	$ 52,159	$ 31,289	$ 97,198	$ 61,103
Increase (Decrease) in Net Revenue From Prior Period	$ 20,870		$ 36,095
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	66.70%		59.10%
Other Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	3.60%	2.60%	3.50%	2.60%
Other Services | Services Other Services [Member]
Segment Reporting Information
Net revenues	$ 61,409	$ 38,240	$ 113,955	$ 74,191
Increase (Decrease) in Net Revenue From Prior Period	$ 23,169		$ 39,764
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	60.60%		53.60%
Other Services | Services Other Services [Member] | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	4.30%	3.20%	4.10%	3.10%
Operating Segments | Inpatient Services
Segment Reporting Information
Net revenues	$ 1,203,708	$ 1,013,695	$ 2,345,026	$ 2,013,912
Salaries, wages and benefits	562,682	486,698	1,105,374	977,772
Provision for losses on accounts receivable	17,271	12,272	36,344	26,855
Other operating expenses	430,954	348,460	827,496	691,499
Lease expense	37,738	32,436	73,266	64,756
Depreciation and amortization expense	51,032	41,731	99,257	81,951
Interest expense	105,815	94,841	209,469	191,300
Investment income	(420)	(415)	(778)	(839)
Other loss (income)			421
Transaction costs	50
Equity in net (income) loss of unconsolidated affiliates	(514)	(390)	(823)	(680)
(Loss) income before income tax benefit	(900)	(1,938)	(5,000)	(18,702)
(Loss) income from continuing operations	(900)	(1,938)	(5,000)	(18,702)
Operating Segments | Rehabilitation Therapy Services
Segment Reporting Information
Net revenues	274,133	254,941	537,184	510,265
Salaries, wages and benefits	220,782	205,821	435,579	411,970
Provision for losses on accounts receivable	4,106	4,542	7,933	8,388
Other operating expenses	19,595	15,888	34,994	30,972
Lease expense	14	44	55	88
Depreciation and amortization expense	3,032	2,785	5,899	5,572
Interest expense	1	1	2	2
Transaction costs		(9)		(9)
(Loss) income before income tax benefit	26,603	25,869	52,722	53,282
(Loss) income from continuing operations	26,603	25,869	52,722	53,282
Operating Segments | Other Services
Segment Reporting Information
Net revenues	60,338	38,119	112,674	73,933
Salaries, wages and benefits	37,462	24,696	70,706	48,735
General and administrative	1		3
Provision for losses on accounts receivable	779	266	1,318	356
Other operating expenses	17,463	11,480	31,996	21,851
Lease expense	747	207	1,206	420
Depreciation and amortization expense	198	225	560	475
Interest expense	10	241	20	450
Other loss (income)		(667)		(667)
(Loss) income before income tax benefit	3,678	1,671	6,865	2,313
(Loss) income from continuing operations	3,678	1,671	6,865	2,313
Corporate, Non-Segment
Segment Reporting Information
Net revenues	1,071	121	1,281	258
General and administrative	44,982	35,980	86,513	71,844
Provision for losses on accounts receivable	(43)		(86)	(3)
Lease expense	460	222	851	444
Depreciation and amortization expense	(657)	4,189	7,822	8,432
Interest expense	20,683	14,941	38,454	27,145
Loss on early extinguishment of debt		181	3,234	680
Investment income	(135)	(145)	(316)	(787)
Other loss (income)	50		(7,981)
Transaction costs	2,592	1,307	88,710	3,556
Equity in net (income) loss of unconsolidated affiliates	(414)		(634)
(Loss) income before income tax benefit	(66,447)	(56,554)	(215,286)	(111,053)
Income tax benefit	(4,419)	(96)	(10,067)	(2,850)
(Loss) income from continuing operations	(62,028)	(56,458)	(205,219)	(108,203)
Elimination
Segment Reporting Information
Net revenues	(119,775)	(106,225)	(233,689)	(211,173)
Other operating expenses	(119,776)	(106,225)	(233,689)	(211,173)
Interest expense	(124)	(124)	(247)	(247)
Investment income	124	124	247	247
Equity in net (income) loss of unconsolidated affiliates	568		944	334
(Loss) income before income tax benefit	(567)		(944)	(334)
(Loss) income from continuing operations	(567)		(944)	(334)
Elimination | Inpatient Services
Segment Reporting Information
Net revenues	(523)	$ (462)	(1,024)	$ (926)
Increase (Decrease) in Net Revenue From Prior Period	$ (61)		$ (98)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	13.20%		10.60%
Elimination | Inpatient Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	0.00%	0.00%	0.00%	0.00%
Elimination | Rehabilitation Therapy Services
Segment Reporting Information
Net revenues	$ (110,002)	$ (98,812)	$ (215,908)	$ (197,159)
Increase (Decrease) in Net Revenue From Prior Period	$ (11,190)		$ (18,749)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	11.30%		9.50%
Elimination | Rehabilitation Therapy Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	(7.70%)	(8.20%)	(7.80%)	(8.30%)
Elimination | Other Services
Segment Reporting Information
Net revenues	$ (9,250)	$ (6,951)	$ (16,757)	$ (13,088)
Increase (Decrease) in Net Revenue From Prior Period	$ (2,299)		$ (3,669)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	33.10%		28.00%
Elimination | Other Services | Product Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	(0.70%)	(0.60%)	(0.60%)	(0.50%)

Segment Information - Assets by

Segment Information - Assets by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Segment Reporting, Asset Reconciling Item
Segment total assets	$ 6,103,378	$ 5,141,408
Goodwill and intangibles included in total assets	431,515	169,681
Corporate and Eliminations
Segment Reporting, Asset Reconciling Item
Segment total assets	326,050	393,282
Inpatient Services
Segment Reporting, Asset Reconciling Item
Segment total assets	5,278,501	4,381,044
Goodwill and intangibles included in total assets	324,639	132,756
Rehabilitation Therapy Services
Segment Reporting, Asset Reconciling Item
Segment total assets	410,103	322,268
Goodwill and intangibles included in total assets	67,604	25,097
Other Services
Segment Reporting, Asset Reconciling Item
Segment total assets	88,724	44,814
Goodwill and intangibles included in total assets	$ 39,272	$ 11,828

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Land and land improvements	$ 628,838	$ 225,536
Capital lease land, buildings and improvements	890,056	910,820
Financing obligation land, buildings and improvements	2,569,972	2,526,792
Equipment, furniture and fixtures	402,421	276,983
Construction in progress	39,210	55,295
Gross property and equipment	4,530,497	3,995,426
Less accumulated depreciation	(535,203)	(502,176)
Net property and equipment	$ 3,995,294	$ 3,493,250

Long-Term Debt - Credit Facilit

Long-Term Debt - Credit Facility and Term Loans (Details) $ in Thousands	Feb. 02, 2015USD ($)item	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)
Debt Instrument
Total debt		$ 1,044,515	$ 538,246
Current installments of long-term debt		(12,889)	(12,518)
Long-term Debt, Excluding Current Maturities, Total		1,031,626	525,728
Outstanding borrowings under the revolving credit facilities		$ 293,000
Weighted Average Interest Rate		3.75%
Revolving Credit Facility Tranche 1 [Member]
Debt Instrument
Outstanding borrowings under the revolving credit facilities		$ 193,000
Weighted Average Interest Rate		3.72%
Revolving Credit Facility Tranche 1 [Member] | LIBOR | Minimum
Debt Instrument
Basis spread on variable rate	3.25%
Revolving Credit Facility Tranche 1 [Member] | LIBOR | Maximum
Debt Instrument
Basis spread on variable rate	2.75%
Revolving Credit Facility Tranche 2 [Member]
Debt Instrument
Outstanding borrowings under the revolving credit facilities		$ 75,000
Weighted Average Interest Rate		3.28%
Revolving Credit Facility Tranche 2 [Member] | LIBOR | Minimum
Debt Instrument
Basis spread on variable rate	3.00%
Revolving Credit Facility Tranche 2 [Member] | LIBOR | Maximum
Debt Instrument
Basis spread on variable rate	2.50%
Revolving Credit Facility FILO Tranche [Member]
Debt Instrument
Outstanding borrowings under the revolving credit facilities		$ 25,000
Weighted Average Interest Rate		5.36%
Revolving Credit Facility FILO Tranche [Member] | LIBOR
Debt Instrument
Basis spread on variable rate	5.00%
Term Loan Facility [Member]
Debt Instrument
Total debt		$ 220,641	219,297
Original issue discount		$ 9,425	11,375
Term of debt		5 years
Outstanding principal balance under term loan facility		$ 230,100
Principal payments		$ 600
Debt Instrument Annual Amortization Rate (as a percent)		5.00%
Term Loan Facility [Member] | Base Rate
Debt Instrument
Debt Instrument Variable Interest Rate Floor		2.50%
Effective interest rate		10.75%
Term Loan Facility [Member] | LIBOR
Debt Instrument
Basis spread on variable rate		1.00%
Debt Instrument Variable Interest Rate Floor		1.50%
Effective interest rate		10.00%
Term Loan Facility [Member] | Federal Funds
Debt Instrument
Basis spread on variable rate		0.50%
Real Estate Bridge Loan [Member]
Debt Instrument
Total debt		$ 360,000
Term of debt	24 months
Effective interest rate		7.25%
Real Estate Bridge Loan [Member] | LIBOR
Debt Instrument
Basis spread on variable rate	6.75%
Debt Instrument Variable Interest Rate Floor	0.50%
HUD insured loans
Debt Instrument
Total debt		$ 108,618
Weighted Average Interest Rate		4.30%
Mortgages on Entity Property (recourse)
Debt Instrument
Total debt		$ 13,197	14,488
Mortgages on Entity Property (recourse) | Minimum
Debt Instrument
Effective interest rate		2.50%
Mortgages on Entity Property (recourse) | Maximum
Debt Instrument
Effective interest rate		21.90%
Mortgages Held by Joint Ventures (non-recourse)
Debt Instrument
Total debt		$ 49,059	49,961
Mortgages Held by Joint Ventures (non-recourse) | Minimum
Debt Instrument
Effective interest rate		6.00%
Mortgages Held by Joint Ventures (non-recourse) | Maximum
Debt Instrument
Effective interest rate		1.90%
Revolving Credit Facility
Debt Instrument
Total debt		$ 293,000	$ 254,500
Line of Credit Facility, Maximum Borrowing Capacity	$ 550,000
Debt Instrument Number of Tranches | item	3
Debt instrument maturity period if not refinanced	90 days
Outstanding borrowings under the revolving credit facilities		293,000
Outstanding Letters of Credit		108,500
Available borrowing capacity under the revolving credit facilities		$ 133,300
Revolving Credit Facility | Minimum
Debt Instrument
Commitment fee rate (as percentage)		0.375%
Revolving Credit Facility | Maximum
Debt Instrument
Commitment fee rate (as percentage)		0.50%
Revolving Credit Facility | Federal Funds
Debt Instrument
Basis spread on variable rate	3.00%

Long-Term Debt - Bridge HUD and

Long-Term Debt - Bridge HUD and Other (Details)	Feb. 02, 2015USD ($)facilityitem	Jun. 30, 2015USD ($)buildingloan	May. 01, 2015USD ($)
Debt Instrument
Weighted Average Interest Rate		3.75%
Real Estate Bridge Loan [Member]
Debt Instrument
Real estate bridge loan	$ 360,000,000
Number of facilities pledged | facility	67
Term of debt	24 months
Debt instrument number of term extensions | item	2
Debt instrument term extension period (in days)	90 days
Principal balance outstanding		$ 360,000,000
Effective interest rate		7.25%
HUD insured loans
Debt Instrument
Number of facilities pledged | facility	10
Principal balance outstanding		$ 108,600,000
Number of debt instruments | item	10
Loan assumed from acquisition			$ 8,400,000
Debt premium		$ 14,800,000
Debt instrument average remaining term (in years)		31 years
Weighted Average Interest Rate		4.30%
Debt instrument period in which prepayment is not allowed (in months)		12 months
Prepayment penalty (as a percentage)		10.00%
Decrease in prepayment penalty (as a percentage)		1.00%
HUD insured loans | Prepaid Expenses and Other Current Assets [Member]
Debt Instrument
Escrow reserve funds		$ 5,500,000
Mortgages Held by Joint Ventures (non-recourse)
Debt Instrument
Number of facilities pledged | building		2
Number of debt instruments | loan		2
Maximum | HUD insured loans
Debt Instrument
Debt instrument average remaining term (in years)	35 years
Fixed interest rate		4.60%
Maximum | Mortgages Held by Joint Ventures (non-recourse)
Debt Instrument
Effective interest rate		1.90%
Maximum | Mortgages on Entity Property (recourse)
Debt Instrument
Effective interest rate		21.90%
Minimum | HUD insured loans
Debt Instrument
Debt instrument average remaining term (in years)	30 years
Fixed interest rate		3.40%
Minimum | Mortgages Held by Joint Ventures (non-recourse)
Debt Instrument
Effective interest rate		6.00%
Minimum | Mortgages on Entity Property (recourse)
Debt Instrument
Effective interest rate		2.50%
LIBOR | Real Estate Bridge Loan [Member]
Debt Instrument
Basis spread on variable rate	6.75%
Debt Instrument Variable Interest Rate Floor	0.50%
LIBOR | Maximum | Real Estate Bridge Loan [Member]
Debt Instrument
Debt instrument additional margin based on days outstanding	7.00%

Long-Term Debt - Maturity (Deta

Long-Term Debt - Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Long-term Debt, Rolling Maturity [Abstract]
2,016	$ 12,974
2,017	373,122
2,018	219,411
2,019	13,814
2,020	297,531
Thereafter	127,663
Total long-term debt	$ 1,044,515	$ 538,246

Lease and Lease Commitments - F

Lease and Lease Commitments - Future Minimum Capital and Operating Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2,016	$ 102,896
2,017	97,887
2,018	94,950
2,019	97,331
2,020	99,800
Thereafter	3,400,966
Total future minimum lease payments	3,893,830
Less amount representing interest	(2,847,796)
Capital lease obligation	1,046,034
Less current portion	(1,826)	$ (2,875)
Long-term capital lease obligation	1,044,208	$ 1,002,762
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2,016	142,114
2,017	141,053
2,018	136,460
2,019	133,161
2,020	132,875
Thereafter	340,929
Total future minimum lease payments	$ 1,026,592

Lease and Lease Commitments - C

Lease and Lease Commitments - Capital Lease Rates and Deferred Balances (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Other long-lived intangibles substantially related to operating licenses
Net favorable leases	$ 61.7	$ 47.8
Other Noncurrent Liabilities [Member]
Net unfavorable leases	39	31.4
Deferred straight-line rent balances included in other long-term liabilities	$ 24	$ 20.6
Maximum
Capital lease imputed interest rate (as a percent)	12.90%
Minimum
Capital lease imputed interest rate (as a percent)	3.50%

Financing Obligation (Details)

Financing Obligation (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions, Rolling Maturity [Abstract]
2,016	$ 264,362
2,017	272,711
2,018	280,484
2,019	288,483
2,020	296,713
Thereafter	9,819,799
Total future minimum lease payments	11,222,552
Less amount representing interest	(8,256,164)
Financing obligation	2,966,388
Less current portion	(1,062)	$ (1,138)
Long-term financing obligation	$ 2,965,326	$ 2,911,200

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Feb. 02, 2015
Benefit from income taxes	$ 4,419	$ 96	$ 10,067	$ 2,850
Effective tax rate	11.70%	0.30%	6.20%	3.80%
Increase in effective tax rate (as a percent)			11.40%	2.40%
FC-GEN Operations Investment, LLC
Percentage of voting interests acquired					58.00%
Tax receivable agreement, potential payment as percentage of cash savings			90.00%

Commitments and Contingencies -

Commitments and Contingencies - Self Insurance Risks (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Workers' compensation approximate discount rate (as a percentage)			1.00%
Workers' Compensation discount rate (as a percentage)			0.78%
Effect of discounting on reserve	$ 5.4		$ 5.4		$ 4.8
Provision for general and professional liability	45.4	$ 28.3	71.6	$ 51
Reserve for general and professional liability	346.7		346.7		288.2
Provision for workers' compensation	13.9	$ 10.1	31.8	$ 25.2
Reserve for workers' compensaton risks	$ 229		$ 229		$ 198

Commitments and Contingencies47

Commitments and Contingencies - Litigation (Details)	Aug. 06, 2014item	Aug. 02, 2013USD ($)	Feb. 28, 2015USD ($)	Jun. 30, 2015USD ($)
Creekside Hospice Investigation
Loss Contingencies
Number of Qui Tam proceedings | item	2
Loss contingency, range of possible penalty per claim, minimum		$ 5,500
Loss contingency, range of possible penalty per claim, maximum		$ 11,000
Accrued contingent liability				$ 7,500,000
Therapy Matters Investigation [Member]
Loss Contingencies
Loss contingency, range of possible penalty per claim, minimum			$ 5,500
Loss contingency, range of possible penalty per claim, maximum			$ 11,000

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Financial Liabilities Fair Value Disclosure [Abstract]
Outstanding borrowings under the revolving credit facilities	$ 293,000
Carrying value	1,044,515	$ 538,246
Term Loan Facility [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	220,641	219,297
Original issue discount	9,425	11,375
Real Estate Bridge Loan [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	360,000
HUD insured loans
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	108,618
Mortgages on Entity Property (recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	13,197	14,488
Mortgages Held by Joint Ventures (non-recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	49,059	49,961
Level 2
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	1,048,541	548,626
Level 2 | Term Loan Facility [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	224,667	229,677
Level 2 | Real Estate Bridge Loan [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	360,000
Level 2 | HUD insured loans
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	108,618
Level 2 | Mortgages on Entity Property (recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	13,197	14,488
Level 2 | Mortgages Held by Joint Ventures (non-recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	49,059	49,961
Fair Value, Measurements, Recurring
Assets, Fair Value Disclosure [Abstract]
Cash and equivalents	82,963	87,548
Restricted cash and equivalents	43,403	36,390
Restricted investments in marketable securities	133,204	110,350
Total	259,570	234,288
Fair Value, Measurements, Recurring | Level 1
Assets, Fair Value Disclosure [Abstract]
Cash and equivalents	82,963	87,548
Restricted cash and equivalents	43,403	36,390
Restricted investments in marketable securities	133,204	110,350
Total	259,570	234,288
Fair Value, Measurements, Nonrecurring [Member] | Level 3
Assets, Fair Value Disclosure [Abstract]
Property and equipment, Carrying Value	3,995,294	3,493,250
Goodwill, Carrying Value	431,515	169,681
Intangible assets, Carrying Value	225,945	173,112
Revolving Credit Facility
Financial Liabilities Fair Value Disclosure [Abstract]
Outstanding borrowings under the revolving credit facilities	293,000
Carrying value	293,000	254,500
Revolving Credit Facility | Level 2
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	$ 293,000	$ 254,500

Subsequent Events (Details)

Subsequent Events (Details) - Jul. 01, 2015 - Subsequent Event - Formation Capital $ in Millions	USD ($)building
Subsequent Events
Number of facilities acquired	22
Facilities purchase price | $	$ 1.1