Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 485.7 | ||
Class A Common Stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 73,593,732 | ||
Class B Common Stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,511,603 | ||
Class C Common Stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 64,449,379 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 61,543 | $ 87,548 |
Restricted cash and investments in marketable securities | 52,917 | 38,211 |
Accounts receivable, net of allowance for doubtful accounts of $189,739 and $133,529 at December 31, 2015 and December 31, 2014, respectively | 789,387 | 605,830 |
Prepaid expenses | 58,622 | 72,873 |
Other current assets | 49,024 | 33,511 |
Total current assets | 1,011,493 | 837,973 |
Property and equipment, net of accumulated depreciation of $638,768 and $502,176 at December 31, 2015 and December 31, 2014, respectively | 4,085,247 | 3,493,250 |
Restricted cash and investments in marketable securities | 145,210 | 108,529 |
Other long-term assets | 162,390 | 140,119 |
Deferred income taxes | 7,144 | 218,744 |
Identifiable intangible assets, less accumulated amortization of $66,570 and $42,661 at December 31, 2015 and December 31, 2014, respectively | 209,967 | 173,112 |
Goodwill | 470,019 | 169,681 |
Total assets | 6,091,470 | 5,141,408 |
Current liabilities: | ||
Current installments of long-term debt | 12,477 | 12,518 |
Capital lease obligation | 1,842 | 2,875 |
Financing obligations | 989 | 1,138 |
Accounts payable | 233,801 | 194,508 |
Accrued expenses | 197,741 | 125,831 |
Accrued compensation | 185,054 | 192,838 |
Self-insurance reserves | 166,761 | 130,874 |
Total current liabilities | 798,665 | 660,582 |
Long-term liabilities: | ||
Long-term debt | 1,217,680 | 525,728 |
Long-term capital lease obligation | 1,053,816 | 1,002,762 |
Financing obligations | 3,064,077 | 2,911,200 |
Deferred income taxes | 14,939 | 19,215 |
Self-insurance reserves | 428,569 | 355,344 |
Other long-term liabilities | $ 133,111 | $ 124,067 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in-capital | $ 295,359 | $ 143,492 |
Accumulated deficit | (731,602) | (603,254) |
Accumulated other comprehensive (loss) income | (218) | 515 |
Total stockholders' deficit before noncontrolling interests | (436,307) | (459,197) |
Noncontrolling interests | (183,080) | 1,707 |
Total stockholders' deficit | (619,387) | (457,490) |
Total liabilities and stockholders' deficit | 6,091,470 | 5,141,408 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 74 | $ 50 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | 16 | |
Class C Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 64 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Allowance for doubtful accounts | $ 189,739 | $ 133,529 |
Other assets: | ||
Accumulated depreciation on property and equipment | 638,768 | 502,176 |
Accumulated amortization on intangible assets | $ 66,570 | $ 42,661 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 73,593,732 | 49,864,878 |
Common stock, shares, outstanding (in shares) | 73,593,732 | 49,864,878 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 15,511,603 | 0 |
Common stock, shares, outstanding (in shares) | 15,511,603 | 0 |
Class C Common Stock | ||
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, 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 - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||
Net revenues | $ 1,440,721 | $ 1,416,027 | $ 1,419,475 | $ 1,343,001 | $ 1,193,267 | $ 1,187,618 | $ 1,200,651 | $ 1,186,544 | $ 5,619,224 | $ 4,768,080 | $ 4,710,341 |
Salaries, wages and benefits | 3,289,820 | 2,904,094 | 2,898,860 | ||||||||
Other operating expenses | 1,358,983 | 1,109,699 | 1,007,909 | ||||||||
General and administrative | 175,889 | 147,063 | 152,555 | ||||||||
Provision for losses on accounts receivable | 100,521 | 77,670 | 69,939 | ||||||||
Lease expense | 150,276 | 131,898 | 131,231 | ||||||||
Depreciation and amortization expense | 237,617 | 193,675 | 188,726 | ||||||||
Interest expense | 507,809 | 442,724 | 426,975 | ||||||||
(Gain) loss on extinguishment of debt | 130 | 1,133 | 63 | ||||||||
Investment income | (1,677) | (3,399) | (4,150) | ||||||||
Other (income) loss | (1,400) | (138) | 450 | ||||||||
Transaction costs | 96,374 | 13,353 | 5,878 | ||||||||
Long-lived asset impairment | 28,546 | 31,399 | 9,999 | ||||||||
Skilled Healthcare loss contingency expense | 31,500 | ||||||||||
Equity in net (income) loss of unconsolidated affiliates | (2,139) | 416 | 691 | ||||||||
Loss before income tax benefit | (312,992) | (60,981) | (33,214) | (118,362) | (123,232) | (42,608) | (30,856) | (40,789) | (353,025) | (281,507) | (178,785) |
Income tax expense (benefit) | 172,524 | (44,022) | (9,179) | ||||||||
Loss from continuing operations | (265,843) | (28,991) | (17,464) | (112,678) | (124,318) | (43,569) | (31,080) | (40,974) | (525,549) | (237,485) | (169,606) |
Loss from discontinued operations, net of taxes | 352 | 39 | (1,722) | 112 | (8,483) | (1,191) | (1,176) | (3,194) | (1,219) | (14,044) | (7,364) |
Net loss | (526,768) | (251,529) | (176,970) | ||||||||
Less net loss (income) attributable to noncontrolling interests | (47,149) | (31,990) | (15,750) | (5,684) | 1,086 | 961 | 224 | 185 | 100,573 | (2,456) | (1,025) |
Net loss attributable to Genesis Healthcare, Inc | $ (265,491) | $ (28,952) | $ (19,186) | $ (112,566) | $ (132,801) | $ (44,760) | $ (32,256) | $ (44,168) | $ (426,195) | $ (253,985) | $ (177,995) |
Basic and diluted | |||||||||||
Weighted-average shares outstanding for basic and diluted loss from continuing operations per share | 85,755 | 49,865 | 49,865 | ||||||||
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ (2.98) | $ (0.32) | $ (0.20) | $ (1.50) | $ (2.49) | $ (0.88) | $ (0.62) | $ (0.82) | $ (4.96) | $ (4.81) | $ (3.42) |
Loss from discontinued operations, net of taxes | (0.02) | (0.17) | (0.02) | (0.02) | (0.07) | (0.01) | (0.28) | (0.15) | |||
Net loss attributable to Genesis Healthcare, Inc. | $ (2.98) | $ (0.32) | $ (0.22) | $ (1.50) | $ (2.66) | $ (0.90) | $ (0.64) | $ (0.89) | $ (4.97) | $ (5.09) | $ (3.57) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net loss | $ (526,768) | $ (251,529) | $ (176,970) |
Net unrealized loss on marketable securities, net of tax | (891) | (553) | (1,916) |
Comprehensive loss | (527,659) | (252,082) | (178,886) |
Comprehensive (loss) income attributable to noncontrolling interests | 100,885 | (2,456) | (1,025) |
Comprehensive loss attributable to Genesis Healthcare, Inc. | $ (426,774) | $ (254,538) | $ (179,911) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Common stockClass A Common Stock | Common stockClass B Common Stock | Common stockClass C Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Stockholders' deficit | Noncontrolling interests | Total |
Balance, beginning of period at Dec. 31, 2012 | $ 50 | $ 166,791 | $ (171,274) | $ 2,984 | $ (1,449) | $ 3,468 | $ 2,019 | ||
Balance, beginning of period (in shares) at Dec. 31, 2012 | 49,865 | ||||||||
Comprehensive (loss) income: | |||||||||
Net loss | (177,995) | (177,995) | 1,025 | (176,970) | |||||
Net unrealized loss on marketable securities, net of tax | (1,916) | (1,916) | (1,916) | ||||||
Distributions to stockholders | (5,339) | (5,339) | (5,339) | ||||||
Distributions to noncontrolling interests | (1,675) | (1,675) | |||||||
Balance, end of period at Dec. 31, 2013 | $ 50 | 161,452 | (349,269) | 1,068 | (186,699) | 2,818 | (183,881) | ||
Balance, end 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 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 | $ 50 | 143,492 | (603,254) | 515 | (459,197) | 1,707 | (457,490) | ||
Balance, end of period (in shares) at Dec. 31, 2014 | 49,865 | ||||||||
Increase (decrease) in stockholders' deficit | |||||||||
Combination share conversion | $ 24 | $ 16 | $ 64 | 130,530 | 297,847 | (154) | 428,327 | (80,186) | 348,141 |
Combination share conversion (in shares) | 23,723 | 15,512 | 64,449 | ||||||
Comprehensive (loss) income: | |||||||||
Net loss | (426,195) | (426,195) | (100,573) | (526,768) | |||||
Net unrealized loss on marketable securities, net of tax | (579) | (579) | (312) | (891) | |||||
Distributions to stockholders | 7,000 | ||||||||
Stock-based compensation | 28,472 | 28,472 | 28,472 | ||||||
Issuance of common stock | 24 | 24 | 24 | ||||||
Issuance of common stock, shares | 6 | ||||||||
Acquisition of noncontrolling interest | (7,159) | (7,159) | 7,159 | ||||||
Distributions to noncontrolling interests | (10,875) | (10,875) | |||||||
Balance, end of period at Dec. 31, 2015 | $ 74 | $ 16 | $ 64 | $ 295,359 | $ (731,602) | $ (218) | $ (436,307) | $ (183,080) | $ (619,387) |
Balance, end of period (in shares) at Dec. 31, 2015 | 73,594 | 15,512 | 64,449 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | |||
Net loss | $ (526,768) | $ (251,529) | $ (176,970) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Non-cash interest and leasing arrangements, net | 93,800 | 86,073 | 89,141 |
Other non-cash charges and gains, net | (1,063) | 3,947 | 2,853 |
Share based compensation | 28,472 | ||
Depreciation and amortization | 237,763 | 196,192 | 191,479 |
Provision for losses on accounts receivable | 100,521 | 78,552 | 71,538 |
Equity in net income of unconsolidated affiliates | (2,139) | 416 | 691 |
Provision (benefit for deferred taxes, net | 164,750 | (58,293) | (25,693) |
Long-lived asset impairment | 28,546 | 31,399 | 9,999 |
(Gain) loss on extinguishment of debt | 130 | 1,133 | 63 |
Changes in assets and liabilities: | |||
Transaction costs | (17,203) | ||
Accounts receivable | (144,624) | (33,568) | (109,844) |
Accounts payable and other accrued expenses and other | 29,230 | 53,330 | 46,095 |
Net cash provided by operating activities | 8,618 | 107,652 | 82,149 |
Cash Flows from Investing Activities | |||
Capital expenditures | (85,723) | (70,987) | (77,399) |
Purchases of marketable securities | (83,916) | (30,449) | (39,569) |
Proceeds on maturity or sale of marketable securities | 41,314 | 30,188 | 26,227 |
Net change in restricted cash and equivalents | 10,269 | (24,405) | 4,235 |
Sale of investment in joint venture | 26,358 | ||
Purchases of inpatient assets, net of cash acquired | (167,272) | (1,878) | (12,200) |
Sales of inpatient assets | 3,738 | 5,227 | 8,354 |
Investments in joint venture | (392) | (2,309) | (6,182) |
Other, net | 2,140 | (1,062) | 4,832 |
Net cash used in investing activities | (253,484) | (95,675) | (91,702) |
Cash Flows from Financing Activities | |||
Borrowings under revolving credit facility | 864,500 | 603,500 | 866,000 |
Repayments under revolving credit facility | (756,000) | (549,000) | (828,000) |
Proceeds from issuance of long-term debt | 495,201 | 960 | 15,095 |
Proceeds from tenant improvement draws under lease arrangements | 2,920 | 6,087 | 10,498 |
Repayment of long-term debt | (357,716) | (17,946) | (35,085) |
Debt issuance costs | (19,193) | (7,916) | (746) |
Distributions to noncontrolling interests and stockholders | (10,875) | (21,527) | (7,014) |
Issuance of stock | 24 | ||
Net cash provided by financing activities | 218,861 | 14,158 | 20,748 |
Net (decrease) increase in cash and cash equivalents | (26,005) | 26,135 | 11,195 |
Beginning of period | 87,548 | 61,413 | 50,218 |
End of period | 61,543 | 87,548 | 61,413 |
Supplemental disclosure of cash flow information | |||
Interest paid | 416,163 | 369,124 | 354,129 |
Taxes paid | 20,893 | 2,408 | 12,584 |
Non-cash financing activities: | |||
Capital leases | 56,766 | 13,096 | (54,626) |
Financing obligations | 83,989 | $ 80,284 | $ 43,934 |
Assumptions of long-term debt | $ 436,887 |
General Information
General Information | 12 Months Ended |
Dec. 31, 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/senior living facilities 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 531 skilled nursing, assisted/senior 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 consolidated financial statements of the Company include the accounts of the Company and it s wholly-owned subsidiaries . All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within t he s tockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss (income) attributable to noncontrolling interests in its consolidated statements of operations. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's composition of variable interest entities was not material at December 31, 2015. Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for the presentation of deferred taxes. Deferred income taxes have been presented on the balance sheet as noncurrent for all periods presented. Historically, deferred income taxes were classified as either current or noncurrent assets, as applicable. The Company’s financial position at December 31, 2015 includes the impact of certain significant transactions and events, as disclosed within Note 4 – “ Significant Transactions and Events . ” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Estimates and Assumptions The consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to consolidate company financial information and make informed estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to allowance for doubtful accounts, self-insured liability risks, income taxes, impairment of long-lived assets and goodwill, and other contingencies. Actual results could differ from those estimates. Net Revenues and Accounts Receivable Revenues and accounts receivable are recorded on an accrual basis as services are performed at their estimated net realizable value. The Company derives a majority of its revenue from funds under federal Medicare and state Medicaid assistance programs, the continuation of which is dependent upon governmental policies and is subject to audit risk and potential recoupment. The Company also receives payments through reimbursement from Medicaid and Medicare programs and directly from individual residents (private pay), third-party insurers and long-term care facilities. The Company assesses collectibility on all accounts prior to providing services. The Company records revenue for inpatient services and the related receivables in the accounting records at the Company’s established billing rates in the period the related services are rendered. The provision for contractual adjustments, which represents the differences between the established billing rates and predetermined reimbursement rates, is deducted from gross revenue to determine net revenue. Retroactive adjustments that are likely to result from future examinations by third party payors are accrued on an estimated basis in the period the related services are rendered and adjusted as necessary in future periods based upon new information or final settlements. The Company records revenue for rehabilitation therapy services and other ancillary services and the related receivables at the time services or products are provided or delivered to the customer. Upon delivery of products or services, the Company has no additional performance obligation to the customer. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less when purchased and therefore, approximate fair value. The Company’s available cash is held in accounts at commercial banking institutions. Restricted Cash and Investments in Marketable Securities Restricted cash includes cash and money market funds principally held by the Company’s wholly owned captive insurance subsidiaries, which are substantially restricted to securing outstanding claims losses. The restricted cash and investments in marketable securities balances at December 31, 2015 and 2014 were $198.1 million and $146.7 million, respectively. Restricted investments in marketable securities, comprised principally of fixed interest rate securities, are considered to be available-for-sale and accordingly are reported at fair value with unrealized gains and losses, net of related tax effects, included within accumulated other comprehensive income, a separate component of stockholders’ deficit. Fair values for fixed interest rate securities are based on quoted market prices. A decline in the market value of any security below cost that is deemed other-than-temporary is charged to income, resulting in the establishment of a new cost basis for the security. Realized gains and losses for securities classified as available for sale are derived using the specific identification method for determining the cost of securities sold. Allowance for Doubtful Accounts The Company evaluates the adequacy of its allowance for doubtful accounts by estimating allowance requirement percentages for each accounts receivable aging category for each type of payor. The Company has developed estimated allowance requirement percentages by utilizing historical collection trends and its understanding of the nature and collectibility of receivables in the various aging categories and the various lines of the Company’s business. The allowance percentages are developed by payor type as the accounts receivable from each payor type have unique characteristics. The allowance for doubtful accounts also considers accounts specifically identified as uncollectible. Accounts receivable that Company management specifically estimates to be uncollectible, based upon the age of the receivables, the results of collection efforts, or other circumstances, are reserved in the allowance for doubtful accounts until written-off. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the depreciable assets, which generally range from 20 - 35 years for buildings, building improvements and land improvements, and 3 - 15 years for equipment, furniture and fixtures and information systems. Depreciation expense on leasehold improvements and assets held under capital leases is calculated using the straight-line method over the lesser of the lease term or the estimated useful life of the asset. Expenditures for maintenance and repairs necessary to maintain property and equipment in efficient operating condition are expensed as incurred. Costs of additions and betterments are capitalized. Total depreciation expense from continuing operations for the years ended December 31, 2015, 2014 and 2013 was $218.8 million, $184.3 million, and $179.4 million, respectively. Identifiable Intangible Assets and Goodwill Definite-lived intangible assets primarily consist of management contracts, customer relationships and favorable leases. These assets are amortized in accordance with the authoritative guidance for intangible assets using the straight-line method over their estimated useful lives. Indefinite-lived intangible assets primarily consist of trade names. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations . See Note 9 – “ Goodwill and Identifiable Intangible Assets .” Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company performs an assessment of qualitative factors prior to the use of the two step quantitative method to determine if goodwill has been impaired. If such qualitative assessment does not indicate that it is more likely than not the fair value of the reporting is less than its carrying value, no further analysis is required. If required, the Company performs a quantitative goodwill impairment test which involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. If the carrying value of the reporting unit is greater than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss, if any. The Company performs its annual impairment assessment for its reporting units as of September 30 of each year or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. See Note 18 – “ Asset Impairment Charges .” Self-Insurance Risks The Company provides for self-insurance risks for both general and professional liability and workers’ compensation claims based on estimates of the ultimate costs for both reported claims and claims incurred but not reported. Estimated losses from asserted and incurred but not reported claims are accrued based on the Company’s estimates of the ultimate costs of the claims, which includes costs associated with litigating or settling claims, and the relationship of past reported incidents to eventual claims payments. All relevant information, including the Company’s own historical experience, the nature and extent of existing asserted claims and reported incidents, and independent actuarial analyses of this information is used in estimating the expected amount of claims. The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns whereas the reserves for general and professional liability are recorded on an undiscounted basis. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. See Note 20 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs – General and Professional Liability and Workers’ Compensation .” Income Taxes The Company’s effective tax rate is based on pretax income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. The Company accounts for income taxes in accordance with applicable guidance on accounting for income taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between book and tax bases on recorded assets and liabilities. Accounting guidance also requires that deferred tax assets be reduced by a valuation allowance, when it is more likely than not that a tax benefit will not be realized. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company evaluates, on a quarterly basis, its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are its forecast of pre-tax earnings, its forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. To the extent the Company prevails in matters for which reserves have been established, or are required to pay amounts in excess of its reserves, its effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of cash and result in an increase in the effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in the Company’s effective tax rate in the year of resolution. The Company records accrued interest and penalties associated with uncertain tax positions as income tax expense in the consolidated statement of operations. Leases Leasing transactions are a material part of the Company’s business. The following discussion summarizes various aspects of the Company’s accounting for leasing transactions and the related balances. Capital Leases Lease arrangements are capitalized when such leases convey substantially all the risks and benefits incidental to ownership. Capital leases are amortized over either the lease term or the life of the related assets, depending upon available purchase options and lease renewal features. Amortization related to capital lease assets is included in the consolidated statements of operations within depreciation and amortization expense. See Note 11 – “ Lease and Lease Commitments .” Operating Leases For operating leases, minimum lease payments, including minimum scheduled rent increases, are recognized as lease expense on a straight-line basis over the applicable lease terms and any periods during which the Company has use of the property but is not charged rent by a landlord. Lease terms, in most cases, provide for rent escalations and renewal options. When the Company purchases businesses that have operating lease agreements, it recognizes the fair value of the lease arrangements as either favorable or unfavorable and records these amounts as other identifiable intangible assets or other long-term liabilities, respectively. Favorable and unfavorable leases are amortized to lease expense on a straight-line basis over the remaining term of the leases. See Note 11 – “ Lease and Lease Commitments .” Sale/Leaseback Financing Obligation Prior to recognition as a sale, or profit/loss thereon, sale/leaseback transactions are evaluated to determine if their terms transfer all of the risks and rewards of ownership as demonstrated by the absence of any other continuing involvement by the seller-lessee. A sale/leaseback transaction that does not qualify for sale/leaseback accounting because of any form of continuing involvement by the seller-lessee is accounted for as a financing transaction. Under the financing method: (1) the assets and accumulated depreciation remain on the consolidated balance sheet and continue to be depreciated over the remaining useful lives; (2) no gain is recognized; and (3) proceeds received by the Company from these transactions are recorded as a financing obligation. See Note 12 – “ Financing Obligations .” Earnings (Loss) Per Common Share Earnings (loss) per common share are based upon the weighted average number of common shares outstanding during the respective periods. The Company follows the provisions of the authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities for purposes of calculating earnings per common share. See Note 5 – “ Earnings (Loss) Per Share .” Stock-Based Compensation The Company recognizes compensation expense related to stock-based compensation awards in accordance with the related authoritative guidance. See Note 14 – “ Stock-Based Compensation .” 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 2015-02 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, this ASU must be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of ASU No. 2015-02 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) and in August 2015 issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (ASU 2015-15). ASU 2015-03 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. While ASU 2015-03 addresses costs related to term debt, ASU No. 2015-15 provides clarification regarding costs to secure revolving lines of credit, which are, at the outset, not associated with an outstanding borrowing. ASU 2015-15 provides commentary that the SEC staff would not object to an entity deferring and presenting costs associated with line-of-credit arrangements as an asset and subsequently amortizing them ratably over the term of the revolving debt arrangement. 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 2015-03 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The adoption of ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the effect, if any, ASU 2015-16 will have on the Company’s consolidated financial condition and results of operations. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which changes how deferred taxes are classified on organizations’ balance sheets. ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. As permitted by ASU 2015-17, the Company early-adopted this standard and applied it retrospectively to all periods presented. Adoption of ASU 2015-17 resulted in a reclassification of the Company’s current deferred income taxes to noncurrent deferred income taxes in its consolidated balance sheets as of December 31, 2015 and 2014. In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset based upon the lease liability. The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, but with no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense being recognized on a straight-line basis over the lease term. The guidance is effective for annual and interim periods beginning after December 15, 2018, and will require application of the new guidance at the beginning of the earliest comparable period presented. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and there is no impact on liquidity. |
Certain Significant Risks and U
Certain Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2015 | |
Certain Significant Risks and Uncertainties | |
Certain Significant Risks and Uncertainties | (3 ) 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 following table depicts the Company’s inpatient services segment revenue by source for the years ended December 31, 2015, 2014 and 2013. Year ended December 31, 2015 2014 2013 Medicare % % % Medicaid % % % Insurance % % % Private and other % % % Total % % % 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’s business is subject to a number of other known and unknown risks and uncertainties, which are disc ussed in Item 1A. “ Risk Factors .” |
Significant Transactions and Ev
Significant Transactions and Events | 12 Months Ended |
Dec. 31, 2015 | |
Significant Transactions and Events | |
Significant Transactions and Events | ( 4) 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 stock holders 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 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. For the year ended December 31, 2015, the Company incurred transaction costs of $89.2 million, consisting of approximately $31.6 million of accounting, investment banking, legal and other costs associated with the transaction, management incentive compensation charges of $54.6 million, and a $3.0 million transaction advisory fee paid to an affiliate of the Company’s sponsors . The Company also incurred $17.8 million of deferred financing fees associated with the debt financing of 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 $832.0 million and net loss of $10.5 million to the Company for the period from February 1, 2015 to December 31, 2015 . The unaudited pro forma net effect of the Combination assuming the acquisition occurred as of January 1, 2013 is as follows (in thousands, except per share amounts): Year ended December 31, 2015 2014 2013 Revenues $ $ $ Loss attributable to Genesis Healthcare, Inc. Loss per common share: Basic $ $ $ Diluted $ $ $ 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 results of operations include transaction and financing costs totaling $89.2 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 year ended December 31, 2015 for purposes of the pro forma financial presentation. 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 agreement provided for the acquisition of the real estate and operations of 20 of the skilled nursing facilities and the add ition of the facilities to an existing master lease agreement with Welltower Inc. ( Welltower ), a publicly traded real estate investment trust, to operate the other four additional skilled nursing facilities. On December 1, 2015, the Company acquired 19 of the 24 skilled nursing facilities and entered into management agreements to manage the remaining five facilities. Only upon change of ownership approval by the State of Vermont will the Company be able to complete the transaction and acquire the remaining five facilities. The purchase price on December 1, 2015 for the 15 owned and four leased facilities was $206.0 million. The purchase price for the 15 owned facilities was primarily financed through a bridge loan with Welltower of $134.1 million and the Company paid $20.5 million in cash. See Note 10 – “ Long-Term Debt – Real Estate Bridge Loans .” The master lease agreement with Welltower was amended to include the four leased facilities resulting in a financing obligation of $54.3 million. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | (5) 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 each of the other two classes, representing the voting interests of the approximate 42% noncontrolling interest of the legacy FC-GEN owners. See Note 4 – “ 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 (loss) per share (EPS) calculation. Basic EPS was computed by dividing net loss by the weighted-average number of outstanding common shares for the period. Diluted EPS 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 EPS 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): Year ended December 31, 2015 2014 2013 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 years ended December 31, 2015 , 2014 and 201 3 , as their inclusion would have been anti-dilutive (in thousands): Year ended December 31, 2015 2014 and 2013 Net loss Net loss attributed to attributed to Genesis Antidilutive Genesis Antidilutive Healthcare, Inc. shares Healthcare, Inc. 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 year ended December 31, 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 EPS. As of December 31, 2015 , there were 64,449,380 units attributed to the noncontrolling interests outstanding. See Note 4 – “ Significant Transactions and Events – the Combination with Skilled .” There were no convertible instruments issued or outstanding as of December 31, 2014 or 2013 that could be potentially dilutive to net loss for that period . On June 3, 2015, the stockholders approved the 2015 Omnibus Equity Incentive Plan, which provided for the grant of 4,116,870 restricted stock units to employees and 178,218 restricted stock units to non-employee directors. On October 26, 2015, an additional 653,130 restricted stock units were granted to employees . Because the Company is in a net loss position for the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Segment Information | ( 6) 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: Year ended December 31, 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/Senior 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 % % % Net revenue $ % $ % $ % Year ended December 31, 2014 2013 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled nursing facilities $ % $ % $ % Assisted/Senior 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 % % % Net revenue $ % $ % $ % A summary of the Company’s condensed consolidated statement of operations follows: Year ended December 31, 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 (Gain) loss on extinguishment of debt — — — Investment income — — Other loss (income) — — — Transaction costs — — Long-lived asset impairment charges — — — — Skilled Healthcare loss contingency expense — — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax expense Income tax expense — — — — (Loss) income from continuing operations $ $ $ $ $ $ Year ended December 31, 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 — — — — Long-lived asset impairment charges — — — — Equity in net (income) loss of unconsolidated affiliates — — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Year ended December 31, 2013 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 — — — — Long-lived asset impairment charges — — — — 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 December 31, 2015 compared to December 31, 2014 (in thousands): December 31, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Corporate and eliminations Total assets $ $ The following table presents segment goodwill as of December 31, 2015 compared to December 31, 2014 (in thousands): December 31, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Total goodwill $ $ |
Restricted Cash and Investments
Restricted Cash and Investments in Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Restricted Cash and Investments in Marketable Securities [Abstract] | |
Restricted Cash and Investments in Marketable Securities | (7) Restricted Cash and Investments in Marketable Securities The current portion of restricted cash and investments in marketable securities principally represents an estimate of the level of outstanding self-insured losses the Company expects to pay in the succeeding year through its wholly owned captive insurance company. See Note 20 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs .” Restricted cash and investments in marketable securities at December 31, 2015 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted cash and equivalents: Cash $ $ — $ — $ — $ Money market funds — — — Restricted investments in marketable securities: Mortgage/government backed securities — — Corporate bonds Government bonds $ $ $ $ Less: Current portion of restricted investments Long-term restricted investments $ Restricted cash and investments in marketable securities at December 31, 2014 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted cash and equivalents: Cash $ $ — $ — $ — $ Money market funds — — — Restricted investments in marketable securities: Mortgage/government backed securities — — Corporate bonds Government bonds $ $ $ $ Less: Current portion of restricted investments Long-term restricted investments $ Maturities of restricted investments yielded proceeds of $26.2 million, $22.9 million and $23.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Sales of investments yielded proceeds of $15.1 million, $7.3 million and $2.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. Associated gross realized gain and (loss) for the year ended December 31, 2015 were $0.1 million and $(0.8) million , respectively. Associated gross realized gain and (loss) for the year ended December 31, 2014 were $0.8 million and $(0.3) million, respectively. Associated gross realized gain and (loss) for the year ended December 31, 2013 were $1.7 million and $(0.4) million, respectively. The majority of the Company’s investments are investment grade government and corporate debt securities that have maturities of five years or less, and the Company has both the ability and intent to hold the investments until maturity. Restricted investments in marketable securities held at December 31, 2015 mature as follows (in thousands): Amortized Fair cost value Due in one year or less $ $ Due after 1 year through 5 years Due after 5 years through 10 years $ $ Actual maturities may differ from stated maturities because borrowers may have the right to call or prepay certain obligations and may exercise that right with or without prepayment penalties. The Company has issued letters of credit totaling $127.1 million at December 31, 2015 to its third party administrators and the Company’s excess insurance carriers. Restricted cash of $14.1 million and restricted investments with an amortized cost of $141.5 million and a market value of $141.2 million are pledged as security for these letters of credit as of December 31, 2015. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | ( 8 ) Property and Equipment Property and equipment consisted of the following as of December 31, 2015 and December 31, 2014 (in thousands): December 31, 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 $ $ |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets | (9 ) Goodwill and Identifiable Intangible Assets The changes in the carrying value of goodwill are as follows (in thousands): Total Balance at December 31, 2013 $ Balance at December 31, 2014 $ Skilled Combination Acquisition from Revera Other goodwill additions Balance at December 31, 2015 $ The Company has no accumulated amortization of goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Identifiable intangible assets consist of the following at December 31, 2015 and 2014 (in thousands): Weighted Average Remaining 2015 Life (Years) Customer relationship assets, net of accumulated amortization of $34,336 $ 10 Management contracts, net of accumulated amortization of $8,093 3 Favorable leases, net of accumulated amortization of $24,141 10 Trade names Indefinite Identifiable intangible assets $ 7 Weighted Average Remaining 2014 Life (Years) Customer relationship assets, net of accumulated amortization of $24,039 $ 10 Favorable leases, net of accumulated amortization of $18,622 9 Trade names Indefinite Identifiable intangible assets $ 10 Acquisition-related identified intangible assets consist of customer relationship assets, management contracts, favorable lease contracts and trade names. Customer relationship assets exist in the Company’s rehabilitation services, respiratory services, management services and medical staffing businesses. These assets are amortized on a straight-line basis over the expected period of benefit. Management contracts are derived through the organization of facilities under an u pper p ayment l imit supplemental payment program in Texas that provides supplemental Medicaid payments with federal matching funds for skilled nursing facilities that are affiliated with county-owned hospital districts. Under this program, the C ompany acts as the manager of the facilities and shares in these supplemental payments with the county hospitals. These assets are amortized on a straight-line basis over the management contract life. Favorable lease contracts represent the estimated value of future cash outflows of operating lease contracts compared to lease rates that could be negotiated in an arms-length transaction at the time of measurement. Favorable lease contracts are amortized on a straight-line basis over the lease terms. The Company’s trade names have value, in particular in the rehabilitation business which markets its services to other providers of skilled nursing and assisted/senior living services. The trade name asset has an indefinite life and is measured no less than annually or if indicators of potential impairment become apparent. Amortization expense from continuing operations related to customer relationship assets, which is included in depreciation and amortization expense, for the years ended December 31, 2015, 2014 and 2013 was $10.3 million, $9.1 million and $9.1 million, respectively. Amortization expense from continuing operations related to management contracts , which is included in depreciation and amortization expense, for the years ended December 31, 2015, 2014 and 2013 was $8.1 million, $0.0 million and $0.0 million, respectively. Amortization expense from continuing operations related to favorable leases, which is included in lease expense, for the years ended December 31, 2015, 2014 and 2013 was $8.4 million, $9.3 million and $9.7 million, respectively. Based upon amounts recorded at December 31, 2015, total estimated amortization expense of identifiable intangible assets will be $27.6 million in 2016, $27.2 million in 2017, $23.0 million in 2018, $17.5 million in 2019, and $12.1 million in 2020 and $48.6 million , thereafter. Asset impairment charges of $1.8 million and $3.0 million were recognized on favorable lease assets in the years ended December 31, 2015 and 2014 associated with the write-down of underperforming properties. No asset impairment charges were recognized in the year ended December 31, 2013. See Note 18 – “ Asset Impairment Charges – Long-Lived Assets with a Definite Useful Life .” |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt Abstract | |
Long-Term Debt | (10) Long-Term Debt Long-term debt at December 31, 2015 and 2014 consisted of the following (in thousands): December 31, December 31, 2015 2014 Revolving credit facility $ $ Term loan facility, net of original issue discount of $7,475 at December 31, 2015 and $11,375 at December 31, 2014 Real estate bridge loans — 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 s (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 therein . 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 December 31, 2015 (dollars in thousands) : Weighted Average Revolving credit facility Borrowings Interest FILO tranche $ % Tranche A-1 % Tranche A-2 % $ % As of December 31, 2015 , the Company had outstanding borrowings under the Revolving Credit Facilities of $363.0 million and had $66.9 million of drawn letters of credit securing insurance and lease obligations, leaving the Company with approximately $117.0 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 mem bership interests in FC-GEN 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 $228.4 million. Base rate borrowings under the Term Loan Facility bore interest of approximately 11.00% at December 31, 2015 . One-month LIBOR borrowings under the Term Loan Facility bore interest of approximately 10.0% at December 31, 2015 . Principal payments for the year ended December 31, 2015 were $2.2 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 s In connection with the Combination on February 2, 2015, the Company entered into a $360.0 million real estate bridge loan (the Skilled 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 Skilled 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 Skilled Real Estate Bridge Loan is outstanding. The interest rate is also subject to a LIBOR interest rate floor of 0.5% . The Skilled Real Estate Bridge Loan bore interest of 9.75% at December 31, 2015 . The Skilled 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 Skilled Real Estate Bridge Loan . The proceeds of the Skilled 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 Skilled Real Estate Bridge Loan has an outstanding principal balance of $360.0 million at December 31, 2015 . In connection with the acquisition of Revera on December 1 , 2015, the Company entered into a $134.1 million real estate bridge loan (the Revera Real Estate Bridge Loan ), which is secured by a mortgage lien on the real property of 15 facilities and a second lien on certain receivables of the operators of such facilities. The Revera 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 Revera Real Estate Bridge Loan is outstanding , plus 0.25% multiplied by the result of dividing the number of percentage points by which the loan-to-value ratio, defined as the ratio, expressed as a percentage, of (i) the outstanding principal balance to (ii) the total appraised value of the facilities as of the closing date, exceeds 75% by five . The interest rate is also subject to a LIBOR interest rate floor of 0.5% . The Revera Real Estate Bridge Loan bore interest of 8.00% at December 31, 2015. The Revera 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 Revera Real Estate Bridge Loan . The proceeds of the Revera Real Estate Bridge Loan were used to finance the acquisition of 15 Revera facilities . The Revera Real Estate Bridge Loan has an outstanding principal balance of $134.1 million at December 31, 2015. The Revolving Cred it Facilities, the Term Loan, the Skilled Real Estate Bridge Loan and the Revera 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 conta in other customary covenants, events of default and cross default . At December 31, 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 the U.S. Department of Housing and Urban Development ( 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 December 31, 2015 the HUD insured loans have a combined aggregate principal balance of $107.6 million including a $14.5 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 December 31, 2015 , the Company has total escrow reserve funds of $7.2 million with the loan servicer that are reported within prepaid expenses. Other Debt Mortgages and other secured debt (recourse). The Company carries mortgage loans and notes payable on certain of its corporate office buildings and other acquired assets. 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 December 31, 2015 , with maturity dates ranging from 2018 to 2020. 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 22.2% at December 31, 2015 , with maturity dates ranging from 2018 to 2034. 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 $1,230.2 million at December 31, 2015 is as follows (in thousands): Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Total debt maturity $ |
Leases and Lease Commitments
Leases and Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Leases and Lease Commitments | |
Leases and Lease Commitments | (11) 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 December 31, 2015 are as follows (in thousands): Years ending December 31, 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 12.8% at December 31, 2015 , and mature at dates ranging from 201 6 to 2047. Deferred Lease Balances At December 31, 2015 and December 31, 2014 , the Company had $54.7 million and $47.8 million, respectively, of favorable leases net of accumulated amortization, included in identifiable intangible assets, and $35.5 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 December 31, 2015 and December 31, 2014 , the Company had $27.3 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 December 31, 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 . On March 10, 2016 , the Company and certain of its lessors amended several of the financial covenants contained within their existing lease agreements. The most significant amendment eliminates the minimum tangible net worth requirement effective January 1, 2016. Other amendments reduced certain coverage ratio requirements or clarified the definitions of amounts to be included in specific calculations to accommodate recent acquisitions. |
Financing Obligation
Financing Obligation | 12 Months Ended |
Dec. 31, 2015 | |
Financing Obligation | |
Financing Obligation | (12) Financing Obligation s Financing obligations represent the present value of minimum lease payments under such lease arrangements and bear imputed interest at rates ranging from 1.2% to 27.8% at December 31, 2015 , and mature at dates ranging from 2021 to 204 3 . Future minimum payments for the next five years and thereafter under leases classified as financing obligations at December 31, 2015 are as follows (in thousands): Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments Less amount representing interest Financing obligations $ Less current portion Long-term financing obligations $ |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | (13) Stockholders’ Equity (Deficit) The total number of shares of all classes of stock that the Company shall have authority to issue is 1,200,000,000 consisting of: · 1,000,000,000 shares of Class A common stock, par value $0.001 per share, of which 73,593,732 shares and 49,864,878 shares were issued at December 31, 2015 and December 31, 2014, respectively; · 20,000,000 shares of Class B common stock, par value $0.001 per share, of which 15,511,603 shares and 0 shares were issued at December 31, 2015 and December 31, 2014, respectively; · 150,000,000 shares of Class C common stock, par value $0.001 per share, of which 64,449,380 shares and 0 shares were issued at December 31, 2015 and December 31, 2014, respectively; and · 30,000,000 shares of Preferred Stock, par value $0.001 per share, of which 0 shares were issued at December 31, 2015 and December 31, 2014, respectively. Capital Transactions with Stockholders and Noncontrolling Interests During the years ended December 31, 2015, 2014 and 2013, the Company distributed $ 7. 0 million, $18.0 million and $5.3 million, respectively, to the stockholders and noncontrolling interests. These distributions represent tax payments made by the Company on the behalf of FC-GEN members. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (14) Stock-Based Compensation The Company provides stock-based compensation to attract and retain employees while also aligning employees’ interests with the interests of its shareholders. The Genesis Healthcare, Inc. 2015 Omni bus Equity Incentive Plan (the 2015 Plan), which was approved by the Company’s shareholders in June 2015, provides that the Company may grant various cash-based and equity-based awards to key employees and directors. Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) During 2015, the Company granted RSUs and PSUs under the 2015 Plan, which are subject to vesting and other requirements as determined at the time of grant. These awards represent an obligation to deliver to the holder one share of the Company’s Class A Common Stock upon vesting. The fair value of stock-based award grants is amortized to expense over the vesting period, which is generally 3 years. RSUs are subject to service-based vesting criteria and generally vest in equal installments on each of the first three anniversaries from the date of grant. The fair value of RSUs is measured at the market price of the Company’s stock on the date of grant. PSUs are subject to service-based and market-based vesting criteria. Generally, these units vest on the third anniversary of the date of grant only if and to the extent certain market performance conditions are met. The fair value of PSUs subject to market-based vesting criteria is measured at the market price of the Company’s stock on the date prior to the grant date using the Monte-Carlo simulation option-pricing model. This model incorporates into the fair value determination the possibility that the market condition may not be satisfied. Compensation costs related to these awards are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The Company’s Monte-Carlo fair value assumptions are as follows: December 31, 2015 Expected term, in years Risk-free interest rate Volatility 45% - 55% Dividends N/A During the year ended December 31, 2015, the following activity occurred with respect to RSUs and PSUs under the 2015 plan (number of shares in thousands): Number of Shares Weighted-Average Grant Date Fair Value RSU PSU RSU PSU Non-vested balance at January 1, 2015 — — $ — $ — Granted Vested — — Forfeited Non-vested balance at December 31, 2015 $ $ As of December 31, 2015, there were approximately $19.4 million of total unrecognized compensation costs related to unvested stock based compensation, which are expected to be recognized over a weighted average term of 2.41 years. During 2015, the fair value of stock-based compensation that vested was less than $0.1 million. At December 31, 2015, a total of 16.5 million shares of the Company’s Class A Common Stock are available for delivery under the 2015 Plan. The amount of compensation costs related to RSUs and PSUs included in general and administrative costs was $4.7 m illion for the year ended December 31, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (15) Income Taxes The Company’s provision (benefit) for income taxes was based upon management’s estimate of taxable income or loss for each respective accounting period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets including net operating loss and credit carryforwards and liabilities and the amounts reported in the financial statements. These temporary differences would result in taxable or deductible amounts in future years when the reported amounts of the assets are recovered or liabilities are settled. For the years ended December 31, 2014 and 2013 and through February 2, 2015 , the Company own ed two separate corporate consolidated taxable groups: GHC Ancillary group and Sun group. Management calculates a separate provision for each group. The Company combines the provisions in its consolidated financial statements. On February 2, 2015, Skilled , along with its subsidiary healthcare companies (the Skilled Companies) and FC-GEN, along with its subsidiary companies (the Genesis Health C are Companies) completed the Combination pursuant to which the businesses of the Skilled Companies and the Genesis HealthCare Companies were combined and now operate under the name Genesis Healthcare, Inc. The Internal Revenue Code imposes limitations on a corporation’s ability to utilize federal and state tax attributes (such as net unrealized built-in-deductions), including federal income tax credits, in the event of an “ownership change.” States may impose similar limitations. In general terms, an ownership change may result from transactions increasing the ownership of certain shareholders in the stock of a corporation by more than 50 percentage points over a three year period. The Combination generated such an ownership change. The Skilled Companies were treated as a purchase for accounting and tax purposes. As a result of the Combination, the tax bases of its assets and attributes such as net operating losses and tax credit carryforwards were carried over and subject to the provisions of IRC Sec. 382. As a result 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 taxable income of the partnership is subject to the income allocation rules of IRC Sec. 704. Management believes the mechanics of IRC Sec. 704 will cause a greater portion of the temporary tax deductions to be allocated to the Company. This allocation will reduce the Company’s taxable income. Income Tax Provision (Benefit) Total income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2015 2014 2013 Continuing operations $ $ $ Discontinued operations Noncontrolling interests — Stockholder's deficit Total $ $ $ The components of the provision for income taxes on income (loss) from continuing operations for the periods presented were as follows (in thousands): Year ended December 31, 2015 2014 2013 Current: Federal $ $ $ State Deferred: Federal State Total $ $ $ At December 31, 2015, 2014, 2013, the current income taxes was primarily generated on the taxable income of the Company’s rehabilitation services corporate subsidiary and the Company’s Bermuda captive insurance company. In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets. The assessment considers the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods and the Company’s experience with operating loss and tax credit expirations. A history of cumulative losses is a significant piece of negative evidence used in the assessment. At December 31, 2015 and 2014, the Company has established a valuation allowance in the amount of $2 45.1 million and $23.2 million, respectively. The valuation allowance in 2014 has been established mainly against the Company’s state net operating loss carryforwards that management expects will not be realized. The Company’s valuation allowance increased by $221.9 million from December 31, 2014, due mainly to management’ s assessment that the Company will not realize its deferred tax assets. Therefore, management recorded a full valuation allowance against the majority of its net deferred tax assets in the amount of $2 45.1 million, except for discounted unpaid loss reserve deferred tax asset of the Company’s captive insurance company. Total income tax expense (benefit) for the periods presented differed from the amounts computed by applying the federal income tax rate of 35% to income (loss) before income taxes as illustrated below (in thousands): Year ended December 31, 2015 2014 2013 Computed “expected” benefit $ $ $ Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal tax benefit Adjustment to income taxes for income not subject to corporate income tax Income tax credits Non-controlling interest — — Adjustment to deferred taxes, including credits and valuation allowance — Other, net Total income tax benefit $ $ $ A significant portion of the Company’s 2015, 2014 and 2013 income (loss) before taxes is not subject to corporate income tax. However, in many jurisdictions in which the Company operates, it is obligated to remit income taxes on behalf of its members. The Company recorded these payments as distributions to its stockholders. The Company’s effective income tax rate was (48.9)% in 2015, 15.6% in 2014 and 5.1% in 2013. The change in the effective income tax rate from 2014 to 2015 was largely due to the establishment of a $2 2 1 .9 million valuation allowance against its deferred tax assets. The change in the effective income tax rate from 2013 to 2014 was largely due to a release of a valuation allowance in 2014 in the amount of $11.3 million. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are presented below (in thousands): 2015 2014 Deferred Tax Assets: Accounts receivable — Self-insurance reserves — Accrued liabilities and reserves — Long-lived assets: real property — Other long term liabilities — Investment in partnership — Net operating loss carryforwards Discounted unpaid loss reserve General business credits Total deferred tax assets Valuation allowance Deferred tax assets, net of valuation allowance Deferred Tax Liabilities: Accrued liabilities and reserves — Long-lived assets: tangible personal property — Long-lived assets: intangible property Total deferred tax liabilities Net deferred tax assets Uncertain Tax Positions The Company follows the provisions of the authoritative guidance for accounting for uncertainty in income taxes which clarifies the accounting for uncertain income tax issues recognized in an entity’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company, excluding its corporate groups, is only subject to state and local income tax in certain jurisdictions. The Company’s corporate groups are subject to federal, state and local income taxes. Significant judgment is required in evaluating its uncertain tax positions and determining its provision for income taxes. Under GAAP, the Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties. While the Company believes its tax positions are appropriate, it cannot assure that the various authorities engaged in the examination of its income tax returns will not challenge the Company’s positions. The Company believes it has adequately reserved for its uncertain tax positions, though no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the expiration of the statute of limitations. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. A reconciliation of unrecognized tax benefits follows (in thousands): Balance, December 31, 2012 $ Reductions due to lapses of applicable statute of limitations Balance, December 31, 2013 $ Additions based upon tax positions related to the current year Balance, December 31, 2014 $ Additions recorded in purchase accounting Balance, December 31, 2015 $ The Company’s unrecognized tax benefits reserve for uncertain tax positions primarily relate to certain tax exposure items acquired as a result of the Sun Merger, the most significant item is an IRC 382 realized built-in-gain net operating loss carryforward. The liability related to the Sun Merger reserve was accounted for as part of the purchase price and was not charged to income tax expense. All of the gross unrecognized tax benefits would affect the effective tax rate if recognized. Unrecognized tax benefits are adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amount recorded. Unrecognized tax benefits are not expected to change significantly over the next twelve months. The Company recognizes potential accrued interest related to unrecognized tax benefits in income tax expense. Penalties, if incurred, would also be recognized as a component of income tax expense. The amount of accrued interest related to unrecognized tax benefits as of December 31, 2015, 2014, and 2013 was $0.4 million, $0.4 million, and $0.4 million, respectively. Generally, the Company has open tax years for state purposes subject to tax audit on average of between three years to six years. The Company’s U.S. income tax returns from 2010 through 201 4 are open and could be subject to examination. 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 a ffected assets. There have been no exchanges for the year ended December 31, 2015. 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 Common 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 Common 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Disclosures | (16) Related Party Transactions Prior to the Combination on February 2, 2015, the Company was wholly owned by private investors sponsored by affiliates of Formation Capital, LLC (Formation). The Company made an investment of $1.0 million and received an approximate 6.8% interest in National Home Care Holdings, LLC, an unconsolidated joint venture affiliated with one of the Company’s sponsors. The Company maintain ed an approximately 5.4% interest in FC PAC Holdings, LLC (FC PAC), an unconsolidated joint venture, affiliated with one of the Company’s sponsors. The Company contracts with FC PAC to provide hospice and diagnostic services in the normal course of business. On March 31, 2015, the Company sold its investment in FC PAC 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, some of whom are members of the Company’s board of directors. On July 1, 2015, the Company acquired 22 rehabilitation outpatient clinics from entities associated with Formation for a purchase price of $1.1 million. The acquisition was financed entirely with a promissory note. The note bears interest equal to 5% per annum with principal due in full on July 1, 2020. The Company provides rehabilitation services to certain facilities owned and operated by affiliates of the Company’s sponsors. These services resulted in revenue of $161.4 million, $161.2 million and $148.5 million in the years ended December 31, 2015, 2014, and 2013, respectively. The services resulted in accounts receivable balances of $57.1 million and $37.6 million at December 31, 2015 and 2014, respectively . The Company is billed by an affiliate of the Company’s sponsors a monthly fee for the provision of administrative services. The fees billed were $0.1 million, $2.5 million and $2.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. On February 2, 2015 in connection with the Combination, an affiliate of the Company’s sponsors received a transaction advisory fee of $3.0 million and the administrative services monthly fee was discontinued. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | (17) Defined Contribution Plan The Company sponsors a defined contribution plan covering substantially all employees who meet certain eligibility requirements. The Company did not match employee contributions for the defined contribution plan in 2015 and 2014. |
Asset Impairment Charges
Asset Impairment Charges | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairment Charges | ( 18) Asset Impairment Charges Long-Lived Assets with a Definite Useful Life In the fourth quarter of 2015, 2014 and 2013, the Company’s long-lived assets with a definite useful life were tested for impairment at the lowest levels for which there are identifiable cash flows. The Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived assets and then compared the estimated undiscounted cash flows to the carrying amount of the long-lived assets. The cash flow period was based on the remaining useful lives of the primary asset in each long-lived asset group, principally a building in the inpatient segment and customer relationship assets in the rehabilitation therapy services segment. For 2015, 2014 and 2013, the Company recognized impairment charges in the inpatient segment totaling $28.5 m illion , $31.4 million and $10.0 million, respectively. Goodwill Adverse changes in the operating environment and related key assumptions used to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets may result in future impairment charges for a portion or all of these assets. Specifically, if the rate of growth of government and commercial revenues earned by the Company’s reporting units were to be less than projected or if healthcare reforms were to negatively impact the Company’s business, an impairment charge of a portion or all of these assets may be required. An impairment charge could have a material adverse e ffect on the Company’s business, financial position and results of operations, but would not be expected to have an impact on the Company’s cash flows or liquidity. The Company performed its annual goodwill impairment test as of September 30, 2015, 2014 and 2013 and determined that no impairment was necessary. Due to a decline in the market capitalization of the Company and industry peers in the fourth quarter of 2015, the Company concluded a test for impairment was warranted. The Company determined that the fair value of the reporting unit exceeded the carrying value based upon the market capitalization including a control premium and a discounted cash flow analysis. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the discounted cash flow analyses are based on the Company’s internal business model for 2016 and, for years beyond 2016 the growth rates used are an estimate of the future growth in the industry in which the Company participates. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the reporting unit and are based on an estimated cost of capital, which was determined based on the Company’s estimated cost of capital relative to its capital structure. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. The Company performed a quantitative test for impairment of goodwill to assess the impact of changes in the regulatory and reimbursement environment. The quantitative analysis is a two-step process as follows: · Step one , the Company compares the carrying amount of each of the reporting units to the fair value of each of the reporting units. If the carrying amount of each of its reporting units exceeds its fair value, the Company must perform the second step of the process. If not, no further testing is needed. · Step two, the Company allocates the fair value of each of the reporting units to all assets and liabilities as if each of the reporting units had been acquired in a business combination at the date of the impairment test. The Company would then compare the implied fair value of each of the reporting units’ goodwill to its carrying amount. If the carrying amount of the goodwill exceeds its implied fair value, it recognizes an impairment loss in an amount equal to that excess. Step one of the analysis indicated that the reporting unit fair value exceeded the book value and accordingly did not perform the second step in the analysis . As a result, no impairment of goodwill was recognized in the fourth quarter of 2015 . |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | (19) Discontinued Operations In the normal course of business, the Company continually evaluates the performance of its operating units, with an emphasis on selling or closing underperforming or non-strategic assets. Discontinued businesses are removed from the results of continuing operations. The results of operations in the current and prior year periods, along with any cost to exit such businesses in the year of discontinuation, are classified as discontinued operations in the consolidated statements of operations. The following table sets forth net revenues and the components of loss from discontinued operations (in thousands): Year ended December 31, 2015 2014 2013 Net revenues $ $ $ Net operating loss of discontinued businesses $ $ $ Loss on discontinuation of business — Income tax benefit Loss from discontinued operations, net of taxes $ $ $ Subsequent to October 1, 2014, there have been no operational closures which have been categorized as a discontinued operation. In 2014 p rior to October 1, 2014, the Company closed or transferred operations of four facilities with licensed beds of 440 located in the states of California and Massachusetts. During 2013, the Company closed or transferred the operations of 14 facilities with licensed beds of 1,462 located in the states of Oklahoma, Idaho, Wyoming, Tennessee, Kentucky and Massachusetts. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (2 0 ) 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 statutorily 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 semi-annual 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. 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 0.97% . 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 $8.6 million and $4.8 million as of December 31, 2015 and December 31, 2014 , respectively. The reserves for general and professional liability are recorded on an undiscounted basis. The provision for general and professional liability risks totaled $151.1 million, $130.8 million and $87.4 million for the year ended December 31, 2015 , 2014 and 201 3 , respectively. The reserves for general and professional liability were $371.6 million and $288.2 million as of December 31, 2015 and December 31, 2014 , respectively. The provision for loss for workers’ compensation risks totaled $60.7 million, $62.4 million and $52.2 million for the year ended December 31, 2015 , 2014 and 201 3 , respectively. The reserves for workers’ compensation risks were $223.7 million and $198.0 million as of December 31, 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. 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 financial condition. 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 servi ces at certain Skilled facilities from 2005 through 2013 (the Therapy Matters Investigation). 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 material and adverse effect on its results of operations and financial condition. The Company has had discussions with the DOJ regarding both the Therapy Matters Investigation and the Staffing Matters Investigation (defined below). The Company has accrued a combined $30 million as a contingent liability in connection with those two matters. 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 if legal proceedings are commenced. At this time, the Company cannot predict what additional 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 Staffing Matters Investigation). 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 financial condition. As noted above, the Company has had discussions with the DOJ regarding both the Staffing Matters Investigation and the Therapy Matters Investigation. The Company has accrued a combined $30 million as a contingent liability in connection with those two matters. 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 if legal proceedings are commenced. At this time, the Company cannot predict what additional 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. SunDance Part B Therapy Matter SunDance Rehabilitation Agency Inc. (SunDance), a subsidiary of the Company, which is an outpatient agency licensed to provide Medicare Part B therapy services at assisted/senior living facilities in Georgia, is a party to a qui tam proceeding that was filed by private party relators under the FCA. No SunDance agencies outside of Georgia are part of the qui tam proceeding. The Civil Division of the United States Attorney's Office for the District of Georgia has recently filed a notice of intervention in this matter. It is believed that when filed, the complaint in intervention may assert, among other things, that certain claims for therapy services provided by SunDance to certain Georgia facilities from the time period 2008 to 2012 did not meet Medicare requirements for reimbursement and are in violation of the FCA. The Company denies the allegations and intends to vigorously defend this action. Conditional Asset Retirement Obligations Certain of the Company’s leased real estate assets contain asbestos. The asbestos is believed to be appropriately contained in accordance with environmental regulations. If these properties were demolished or subject to renovation activities that disturb the asbestos, certain environmental regulations are in place, which specify the manner in which the asbestos must be handled and disposed. At December 31, 201 5 and 201 4 , the Company has a liability for the asset retirement obligation associated primarily with the cost of asbestos removal aggregating approximately $9.5 million and $5.0 million, respectively, which is included in other long-term liabilities. The liability for each facility will be accreted to its settlement value, which is estimated to approximate $22.0 million through the estimated settlement dates extending from 201 6 through 2042 . Due to the time over which these obligations could be settled and the judgment used to determine the liability, the ultimate obligation may differ from the estimate. Upon settlement, any difference between actual cost and the estimate is recognized as a gain or loss in that period. Annual accretion of the liability and depreciation expense is recorded each year for the impacted assets until the obligation year is reached, either by sale of the property, demolition or some other future event such as a government action . Employment Agreements The Company has employment agreements and arrangements with its executive officers and certain members of management. The agreements generally continue until terminated by the executive or the Company, and provide for severance payments under certain circumstances. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments | |
Fair Value Measurements | (2 1 ) 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 December 31, 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 Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities Mortgage/government backed securities — — Corporate bonds — — Government bonds — — Total $ $ $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2014 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities Mortgage/government backed securities — — Corporate bonds — — Government bonds — — Total $ $ $ — $ — The Company places its cash and cash 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: December 31, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility $ $ $ $ Term loan facility, net of original issue discount of $7,475 at December 31, 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 Year ended December 31, 2015 December 31, 2015 Assets: Property and equipment, net $ $ Goodwill — Intangible assets Impairment Charges - Carrying Value Year ended December 31, 2014 December 31, 2014 Assets: Property and equipment, net $ $ Goodwill — Intangible assets The fair value allocation related to the Company’s acquisitions and the fair value of t angible and intangible assets related to the Company’s impairment analysis are 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, but 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 | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | |
Subsequent Events | (23) Subsequent Events Sale of Kansas ALFs On January 1, 2016, the Company sold 18 assisted/senior living facilities located in Kansas for $67.0 million. $54.2 million of the proceeds were used to pay down the Skilled Real Estate Bridge Loan. Sale of Hospice and Home Health On March 9, 2016 , the Company announced that it has signed an agreement with Compassus, a nationwide network of community-based hospice and palliative care programs, to sell the majority of its hospice and home health operations for $84 million. |
Schedule II - Valuation Account
Schedule II - Valuation Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation Accounts | GENESIS HEALTHCARE, INC. AND SUBSIDIARIES SCHEDULE II—VALUATION AND QUALIFYING ACCOUNT S FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 Balance at beginning of the Charged to cost Deductions or Balance at end of period and expenses (1) payments the period Allowance for loss on accounts receivable Year ended December 31, 2013 $ $ $ $ Year ended December 31, 2014 Year ended December 31, 2015 $ $ $ $ (1) Amounts per year differ from the provision for losses on accounts receivable due to discontinued operations as well as managed care coinsurance reserves and other adjustments, which are included in the provision for loss on accounts receivable but not in the allowance for loss on accounts receivable. |
General Information (Policies)
General Information (Policies) | 12 Months Ended |
Dec. 31, 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/senior living facilities 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 531 skilled nursing, assisted/senior 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 consolidated financial statements of the Company include the accounts of the Company and it s wholly-owned subsidiaries . All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within t he s tockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss (income) attributable to noncontrolling interests in its consolidated statements of operations. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's composition of variable interest entities was not material at December 31, 2015. Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for the presentation of deferred taxes. Deferred income taxes have been presented on the balance sheet as noncurrent for all periods presented. Historically, deferred income taxes were classified as either current or noncurrent assets, as applicable. The Company’s financial position at December 31, 2015 includes the impact of certain significant transactions and events, as disclosed within Note 4 – “ Significant Transactions and Events . ” |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimates and Assumptions | Estimates and Assumptions The consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to consolidate company financial information and make informed estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to allowance for doubtful accounts, self-insured liability risks, income taxes, impairment of long-lived assets and goodwill, and other contingencies. Actual results could differ from those estimates. |
Net Revenues and Accounts Receivable | Net Revenues and Accounts Receivable Revenues and accounts receivable are recorded on an accrual basis as services are performed at their estimated net realizable value. The Company derives a majority of its revenue from funds under federal Medicare and state Medicaid assistance programs, the continuation of which is dependent upon governmental policies and is subject to audit risk and potential recoupment. The Company also receives payments through reimbursement from Medicaid and Medicare programs and directly from individual residents (private pay), third-party insurers and long-term care facilities. The Company assesses collectibility on all accounts prior to providing services. The Company records revenue for inpatient services and the related receivables in the accounting records at the Company’s established billing rates in the period the related services are rendered. The provision for contractual adjustments, which represents the differences between the established billing rates and predetermined reimbursement rates, is deducted from gross revenue to determine net revenue. Retroactive adjustments that are likely to result from future examinations by third party payors are accrued on an estimated basis in the period the related services are rendered and adjusted as necessary in future periods based upon new information or final settlements. The Company records revenue for rehabilitation therapy services and other ancillary services and the related receivables at the time services or products are provided or delivered to the customer. Upon delivery of products or services, the Company has no additional performance obligation to the customer. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less when purchased and therefore, approximate fair value. The Company’s available cash is held in accounts at commercial banking institutions. |
Restricted Cash and Investments in Marketable Securities | Restricted Cash and Investments in Marketable Securities Restricted cash includes cash and money market funds principally held by the Company’s wholly owned captive insurance subsidiaries, which are substantially restricted to securing outstanding claims losses. The restricted cash and investments in marketable securities balances at December 31, 2015 and 2014 were $198.1 million and $146.7 million, respectively. Restricted investments in marketable securities, comprised principally of fixed interest rate securities, are considered to be available-for-sale and accordingly are reported at fair value with unrealized gains and losses, net of related tax effects, included within accumulated other comprehensive income, a separate component of stockholders’ deficit. Fair values for fixed interest rate securities are based on quoted market prices. A decline in the market value of any security below cost that is deemed other-than-temporary is charged to income, resulting in the establishment of a new cost basis for the security. Realized gains and losses for securities classified as available for sale are derived using the specific identification method for determining the cost of securities sold. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company evaluates the adequacy of its allowance for doubtful accounts by estimating allowance requirement percentages for each accounts receivable aging category for each type of payor. The Company has developed estimated allowance requirement percentages by utilizing historical collection trends and its understanding of the nature and collectibility of receivables in the various aging categories and the various lines of the Company’s business. The allowance percentages are developed by payor type as the accounts receivable from each payor type have unique characteristics. The allowance for doubtful accounts also considers accounts specifically identified as uncollectible. Accounts receivable that Company management specifically estimates to be uncollectible, based upon the age of the receivables, the results of collection efforts, or other circumstances, are reserved in the allowance for doubtful accounts until written-off. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the depreciable assets, which generally range from 20 - 35 years for buildings, building improvements and land improvements, and 3 - 15 years for equipment, furniture and fixtures and information systems. Depreciation expense on leasehold improvements and assets held under capital leases is calculated using the straight-line method over the lesser of the lease term or the estimated useful life of the asset. Expenditures for maintenance and repairs necessary to maintain property and equipment in efficient operating condition are expensed as incurred. Costs of additions and betterments are capitalized. Total depreciation expense from continuing operations for the years ended December 31, 2015, 2014 and 2013 was $218.8 million, $184.3 million, and $179.4 million, respectively. |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill Definite-lived intangible assets primarily consist of management contracts, customer relationships and favorable leases. These assets are amortized in accordance with the authoritative guidance for intangible assets using the straight-line method over their estimated useful lives. Indefinite-lived intangible assets primarily consist of trade names. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations . See Note 9 – “ Goodwill and Identifiable Intangible Assets .” |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company performs an assessment of qualitative factors prior to the use of the two step quantitative method to determine if goodwill has been impaired. If such qualitative assessment does not indicate that it is more likely than not the fair value of the reporting is less than its carrying value, no further analysis is required. If required, the Company performs a quantitative goodwill impairment test which involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. If the carrying value of the reporting unit is greater than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss, if any. The Company performs its annual impairment assessment for its reporting units as of September 30 of each year or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. See Note 18 – “ Asset Impairment Charges .” |
Self-Insurance Risks | Self-Insurance Risks The Company provides for self-insurance risks for both general and professional liability and workers’ compensation claims based on estimates of the ultimate costs for both reported claims and claims incurred but not reported. Estimated losses from asserted and incurred but not reported claims are accrued based on the Company’s estimates of the ultimate costs of the claims, which includes costs associated with litigating or settling claims, and the relationship of past reported incidents to eventual claims payments. All relevant information, including the Company’s own historical experience, the nature and extent of existing asserted claims and reported incidents, and independent actuarial analyses of this information is used in estimating the expected amount of claims. The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns whereas the reserves for general and professional liability are recorded on an undiscounted basis. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. See Note 20 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs – General and Professional Liability and Workers’ Compensation .” |
Income Taxes | Income Taxes The Company’s effective tax rate is based on pretax income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. The Company accounts for income taxes in accordance with applicable guidance on accounting for income taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between book and tax bases on recorded assets and liabilities. Accounting guidance also requires that deferred tax assets be reduced by a valuation allowance, when it is more likely than not that a tax benefit will not be realized. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company evaluates, on a quarterly basis, its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are its forecast of pre-tax earnings, its forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. To the extent the Company prevails in matters for which reserves have been established, or are required to pay amounts in excess of its reserves, its effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of cash and result in an increase in the effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in the Company’s effective tax rate in the year of resolution. The Company records accrued interest and penalties associated with uncertain tax positions as income tax expense in the consolidated statement of operations. |
Leases | Leases Leasing transactions are a material part of the Company’s business. The following discussion summarizes various aspects of the Company’s accounting for leasing transactions and the related balances. Capital Leases Lease arrangements are capitalized when such leases convey substantially all the risks and benefits incidental to ownership. Capital leases are amortized over either the lease term or the life of the related assets, depending upon available purchase options and lease renewal features. Amortization related to capital lease assets is included in the consolidated statements of operations within depreciation and amortization expense. See Note 11 – “ Lease and Lease Commitments .” Operating Leases For operating leases, minimum lease payments, including minimum scheduled rent increases, are recognized as lease expense on a straight-line basis over the applicable lease terms and any periods during which the Company has use of the property but is not charged rent by a landlord. Lease terms, in most cases, provide for rent escalations and renewal options. When the Company purchases businesses that have operating lease agreements, it recognizes the fair value of the lease arrangements as either favorable or unfavorable and records these amounts as other identifiable intangible assets or other long-term liabilities, respectively. Favorable and unfavorable leases are amortized to lease expense on a straight-line basis over the remaining term of the leases. See Note 11 – “ Lease and Lease Commitments .” Sale/Leaseback Financing Obligation Prior to recognition as a sale, or profit/loss thereon, sale/leaseback transactions are evaluated to determine if their terms transfer all of the risks and rewards of ownership as demonstrated by the absence of any other continuing involvement by the seller-lessee. A sale/leaseback transaction that does not qualify for sale/leaseback accounting because of any form of continuing involvement by the seller-lessee is accounted for as a financing transaction. Under the financing method: (1) the assets and accumulated depreciation remain on the consolidated balance sheet and continue to be depreciated over the remaining useful lives; (2) no gain is recognized; and (3) proceeds received by the Company from these transactions are recorded as a financing obligation. See Note 12 – “ Financing Obligations .” |
Earnings (Loss) per Common Share | Earnings (Loss) Per Common Share Earnings (loss) per common share are based upon the weighted average number of common shares outstanding during the respective periods. The Company follows the provisions of the authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities for purposes of calculating earnings per common share. See Note 5 – “ Earnings (Loss) Per Share .” |
Stock-based Compensation | Stock-Based Compensation The Company recognizes compensation expense related to stock-based compensation awards in accordance with the related authoritative guidance. See Note 14 – “ Stock-Based Compensation .” |
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 2015-02 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, this ASU must be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of ASU No. 2015-02 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) and in August 2015 issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (ASU 2015-15). ASU 2015-03 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. While ASU 2015-03 addresses costs related to term debt, ASU No. 2015-15 provides clarification regarding costs to secure revolving lines of credit, which are, at the outset, not associated with an outstanding borrowing. ASU 2015-15 provides commentary that the SEC staff would not object to an entity deferring and presenting costs associated with line-of-credit arrangements as an asset and subsequently amortizing them ratably over the term of the revolving debt arrangement. 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 2015-03 is not expected to have a material impact on the Company’s consolidated financial condition and results of operations. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. The adoption of ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the effect, if any, ASU 2015-16 will have on the Company’s consolidated financial condition and results of operations. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which changes how deferred taxes are classified on organizations’ balance sheets. ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. As permitted by ASU 2015-17, the Company early-adopted this standard and applied it retrospectively to all periods presented. Adoption of ASU 2015-17 resulted in a reclassification of the Company’s current deferred income taxes to noncurrent deferred income taxes in its consolidated balance sheets as of December 31, 2015 and 2014. In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset based upon the lease liability. The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, but with no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense being recognized on a straight-line basis over the lease term. The guidance is effective for annual and interim periods beginning after December 15, 2018, and will require application of the new guidance at the beginning of the earliest comparable period presented. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and there is no impact on liquidity. |
Certain Significant Risks and33
Certain Significant Risks and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Certain Significant Risks and Uncertainties | |
Schedule of Revenue by Source | Year ended December 31, 2015 2014 2013 Medicare % % % Medicaid % % % Insurance % % % Private and other % % % Total % % % |
Significant Transactions and 34
Significant Transactions and Events (Tables) | 12 Months Ended |
Dec. 31, 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) | Year ended December 31, 2015 2014 2013 Revenues $ $ $ Loss attributable to Genesis Healthcare, Inc. Loss per common share: Basic $ $ $ Diluted $ $ $ |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings (Loss) Per Share | |
Reconciliation of the Numerator and Denominator Used in the Calculation of Net Income per Share (in thousands, except per share data) | Year ended December 31, 2015 2014 2013 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. $ $ $ |
Schedule of Anti-dilutive Securities (in thousands) | Year ended December 31, 2015 2014 and 2013 Net loss Net loss attributed to attributed to Genesis Antidilutive Genesis Antidilutive Healthcare, Inc. shares Healthcare, Inc. shares Exchange of restricted stock units of noncontrolling interests $ $ — — Employee and director unvested restricted stock units — — — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Summary of Segmented Revenues | Year ended December 31, 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/Senior 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 % % % Net revenue $ % $ % $ % Year ended December 31, 2014 2013 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage (in thousands, except percentages) Revenues: Inpatient services: Skilled nursing facilities $ % $ % $ % Assisted/Senior 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 % % % Net revenue $ % $ % $ % |
Summaries of Condensed Consolidated Statements of Operations, Total Assets and Goodwill | Year ended December 31, 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 (Gain) loss on extinguishment of debt — — — Investment income — — Other loss (income) — — — Transaction costs — — Long-lived asset impairment charges — — — — Skilled Healthcare loss contingency expense — — — — Equity in net (income) loss of unconsolidated affiliates — — (Loss) income before income tax expense Income tax expense — — — — (Loss) income from continuing operations $ $ $ $ $ $ Year ended December 31, 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 — — — — Long-lived asset impairment charges — — — — Equity in net (income) loss of unconsolidated affiliates — — — (Loss) income before income tax benefit Income tax benefit — — — — (Loss) income from continuing operations $ $ $ $ $ $ Year ended December 31, 2013 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 — — — — Long-lived asset impairment charges — — — — 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 December 31, 2015 compared to December 31, 2014 (in thousands): December 31, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Corporate and eliminations Total assets $ $ The following table presents segment goodwill as of December 31, 2015 compared to December 31, 2014 (in thousands): December 31, 2015 December 31, 2014 Inpatient services $ $ Rehabilitation services Other services Total goodwill $ $ |
Restricted Cash and Investmen37
Restricted Cash and Investments in Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restricted Cash and Investments in Marketable Securities [Abstract] | |
Schedule of Restricted Cash and Investments in Marketable Securities | Restricted cash and investments in marketable securities at December 31, 2015 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted cash and equivalents: Cash $ $ — $ — $ — $ Money market funds — — — Restricted investments in marketable securities: Mortgage/government backed securities — — Corporate bonds Government bonds $ $ $ $ Less: Current portion of restricted investments Long-term restricted investments $ Restricted cash and investments in marketable securities at December 31, 2014 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted cash and equivalents: Cash $ $ — $ — $ — $ Money market funds — — — Restricted investments in marketable securities: Mortgage/government backed securities — — Corporate bonds Government bonds $ $ $ $ Less: Current portion of restricted investments Long-term restricted investments $ |
Schedule of Maturities of Restricted Investments in Marketable Securities | Amortized Fair cost value Due in one year or less $ $ Due after 1 year through 5 years Due after 5 years through 10 years $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment (in thousands) | December 31, 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 $ $ |
Goodwill and Identifiable Int39
Goodwill and Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill (in thousands) | Total Balance at December 31, 2013 $ Balance at December 31, 2014 $ Skilled Combination Acquisition from Revera Other goodwill additions Balance at December 31, 2015 $ |
Schedule of Identifiable Intangible Assets (in thousands) | Identifiable intangible assets consist of the following at December 31, 2015 and 2014 (in thousands): Weighted Average Remaining 2015 Life (Years) Customer relationship assets, net of accumulated amortization of $34,336 $ 10 Management contracts, net of accumulated amortization of $8,093 3 Favorable leases, net of accumulated amortization of $24,141 10 Trade names Indefinite Identifiable intangible assets $ 7 Weighted Average Remaining 2014 Life (Years) Customer relationship assets, net of accumulated amortization of $24,039 $ 10 Favorable leases, net of accumulated amortization of $18,622 9 Trade names Indefinite Identifiable intangible assets $ 10 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt Abstract | |
Schedule of Long-term Debt (in thousands) | December 31, December 31, 2015 2014 Revolving credit facility $ $ Term loan facility, net of original issue discount of $7,475 at December 31, 2015 and $11,375 at December 31, 2014 Real estate bridge loans — 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 (dollars in thousands) | Weighted Average Revolving credit facility Borrowings Interest FILO tranche $ % Tranche A-1 % Tranche A-2 % $ % |
Schedule of Maturity of Total Debt (in thousands) | Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Total debt maturity $ |
Leases and Lease Commitments (T
Leases and Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases and Lease Commitments | |
Schedule of Future Minimum Capital and Operating Lease Payments (in thousands) | Years ending December 31, 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) | 12 Months Ended |
Dec. 31, 2015 | |
Financing Obligation | |
Schedule of Future Minimum Financing Lease Payments (in thousands) | Years ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter Total future minimum lease payments Less amount representing interest Financing obligations $ Less current portion Long-term financing obligations $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | December 31, 2015 Expected term, in years Risk-free interest rate Volatility 45% - 55% Dividends N/A |
Schedule of Nonvested Share Activity | Number of Shares Weighted-Average Grant Date Fair Value RSU PSU RSU PSU Non-vested balance at January 1, 2015 — — $ — $ — Granted Vested — — Forfeited Non-vested balance at December 31, 2015 $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Total Income Tax Provision (Benefit) | Year ended December 31, 2015 2014 2013 Continuing operations $ $ $ Discontinued operations Noncontrolling interests — Stockholder's deficit Total $ $ $ |
Schedule of Components of Income Tax Expense (Benefit) | Year ended December 31, 2015 2014 2013 Current: Federal $ $ $ State Deferred: Federal State Total $ $ $ |
Schedule of Effective Income Tax Rate Reconciliation | Year ended December 31, 2015 2014 2013 Computed “expected” benefit $ $ $ Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal tax benefit Adjustment to income taxes for income not subject to corporate income tax Income tax credits Non-controlling interest — — Adjustment to deferred taxes, including credits and valuation allowance — Other, net Total income tax benefit $ $ $ |
Schedule of Deferred Tax Assets and Liabilities | 2015 2014 Deferred Tax Assets: Accounts receivable — Self-insurance reserves — Accrued liabilities and reserves — Long-lived assets: real property — Other long term liabilities — Investment in partnership — Net operating loss carryforwards Discounted unpaid loss reserve General business credits Total deferred tax assets Valuation allowance Deferred tax assets, net of valuation allowance Deferred Tax Liabilities: Accrued liabilities and reserves — Long-lived assets: tangible personal property — Long-lived assets: intangible property Total deferred tax liabilities Net deferred tax assets |
Schedule of Unrecognized Tax Benefits Roll Forward | Balance, December 31, 2012 $ Reductions due to lapses of applicable statute of limitations Balance, December 31, 2013 $ Additions based upon tax positions related to the current year Balance, December 31, 2014 $ Additions recorded in purchase accounting Balance, December 31, 2015 $ |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of net revenues and loss from discontinued operations (in thousands) | Year ended December 31, 2015 2014 2013 Net revenues $ $ $ Net operating loss of discontinued businesses $ $ $ Loss on discontinuation of business — Income tax benefit Loss from discontinued operations, net of taxes $ $ $ |
Fair Value of Financial Instr46
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities Mortgage/government backed securities — — Corporate bonds — — Government bonds — — Total $ $ $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2014 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Restricted cash and equivalents — — Restricted investments in marketable securities Mortgage/government backed securities — — Corporate bonds — — Government bonds — — Total $ $ $ — $ — |
Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt Instruments | December 31, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facility $ $ $ $ Term loan facility, net of original issue discount of $7,475 at December 31, 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 Year ended December 31, 2015 December 31, 2015 Assets: Property and equipment, net $ $ Goodwill — Intangible assets Impairment Charges - Carrying Value Year ended December 31, 2014 December 31, 2014 Assets: Property and equipment, net $ $ Goodwill — Intangible assets |
Quarterly Financial Information
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | (2 2 ) Quarterly Financial Information (Unaudited) The following table summarizes unaudited quarterly financial data for the years ended December 31, 2015 and 2014 (dollars in thousands, except per share data): Quarter ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Net revenues $ (1) Net loss: Loss from continuing operations (2) (3) Net loss attributable to noncontrolling interests Loss from continuing operations attributable to Genesis Healthcare, Inc. Income (loss) from discontinued operations, net of taxes Net loss attributable to Genesis Healthcare, Inc. Loss per common share: Basic and diluted: Loss from continuing operations Net loss attributable to noncontrolling interests Loss from continuing operations attributable to Genesis Healthcare, Inc. Income (loss) from discontinued operations, net of taxes — — — Net loss attributable to Genesis Healthcare, Inc. Shares used in computing loss per common share: Basic and diluted: Quarter ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 Net revenues $ Net loss: Loss from continuing operations (4) Net income attributable to noncontrolling interests Loss from continuing operations attributable to Genesis Healthcare, Inc. Loss from discontinued operations, net of taxes Net loss attributable to Genesis Healthcare, Inc. Loss per common share: Basic and diluted: Loss from continuing operations Net income attributable to noncontrolling interests — — Loss from continuing operations attributable to Genesis Healthcare, Inc. Loss from discontinued operations, net of taxes Net loss attributable to Genesis Healthcare, Inc. Shares used in computing loss per common share: Basic and diluted: 1) The quarter ended March 31, 2015 includes two months of revenue associated with the Combination. 2) The quarter ended March 31, 2015 includes transaction costs associated with the Combination. 3) The quarter ended December 31, 2015 includes a deferred tax valuation allowance of $221.9 million recorded as income tax expense and $28.5 million of long-lived asset impairments. 4) The quarter ended December 31, 2014 includes a $35.5 million self-insured program adjustment for the actuarial developed GLPL and workers' compensation claims related to prior policy years specifically to the Sun Merger, $31.4 million of long-lived asset impairments and $8.0 million of transaction costs associated with the Combination. 5) |
General Information (Details)
General Information (Details) | 12 Months Ended |
Dec. 31, 2015statefacility | |
Inpatient Services | |
Facility Count | |
Number of skilled nursing and assisted living facilities | facility | 531 |
Number of states with facilities | state | 34 |
Inpatient Services | Revenue | Product Concentration Risk | |
Facility Count | |
Concentration risk (as a percent) | 85.00% |
Rehabilitation Therapy Services | Revenue | Product Concentration Risk | |
Facility Count | |
Concentration risk (as a percent) | 12.00% |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment | |||
Restricted cash and investments in marketable securities | $ 198.1 | $ 146.7 | |
Depreciation | $ 218.8 | $ 184.3 | $ 179.4 |
Buildings and improvements | Minimum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life | 20 years | ||
Buildings and improvements | Maximum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life | 35 years | ||
Leasehold improvements | Minimum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life | 3 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life | 15 years |
Certain Significant Risks and50
Certain Significant Risks and Uncertainties (Details) - Government contracts - Revenue - Inpatient Services | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk | |||
Concentration risk (as a percent) | 100.00% | 100.00% | 100.00% |
Medicare and Medicaid [Member] | |||
Concentration Risk | |||
Concentration risk (as a percent) | 79.00% | ||
Medicare | |||
Concentration Risk | |||
Concentration risk (as a percent) | 26.00% | 27.00% | 28.00% |
Medicaid | |||
Concentration Risk | |||
Concentration risk (as a percent) | 53.00% | 53.00% | 52.00% |
Insurance | |||
Concentration Risk | |||
Concentration risk (as a percent) | 11.00% | 10.00% | 9.00% |
Private and Other | |||
Concentration Risk | |||
Concentration risk (as a percent) | 10.00% | 10.00% | 11.00% |
Significant Transactions and 51
Significant Transactions and Events (Details) $ / shares in Units, $ in Thousands | Dec. 01, 2015USD ($)facility | Feb. 02, 2015USD ($) | Aug. 17, 2014 | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares | Jun. 15, 2015USD ($)facility |
Business Acquisition [Line Items] | ||||||||
Transaction costs in acquisition | $ 8,000 | |||||||
Consideration Price Allocation | ||||||||
Goodwill | $ 470,019 | $ 470,019 | 169,681 | $ 169,681 | ||||
Pro Forma Information | ||||||||
Revenues | 5,690,512 | 5,601,336 | 5,552,613 | |||||
Loss attributable to Genesis Healthcare, Inc. | $ (315,329) | $ (118,071) | $ (81,575) | |||||
Net loss per share, Basic | $ / shares | $ (3.54) | $ (1.32) | $ (0.91) | |||||
Net loss per share, Diluted | $ / shares | $ (3.54) | $ (1.51) | $ (1.05) | |||||
Acquisition from Ravera | ||||||||
Amount paid in cash | $ 85,723 | $ 70,987 | $ 77,399 | |||||
Financing obligation incurred | $ 56,766 | $ 13,096 | $ (54,626) | |||||
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 | |||||||
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% | |||||||
FC-GEN Operations Investment, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, tax deductible portion | $ 79,800 | |||||||
Transaction costs in acquisition | $ 89,200 | $ 89,200 | ||||||
Deferred financing fees | 17,800 | |||||||
Consideration Price Allocation | ||||||||
Accounts receivable | 114,032 | |||||||
Deferred income taxes and other current assets | 39,586 | |||||||
Property, plant and equipment | 488,528 | |||||||
Total identifiable intangible assets | 65,810 | |||||||
Deferred income taxes and other assets | 76,461 | |||||||
Accounts payable and other current liabilities | (121,479) | |||||||
Long-term debt, including amounts due within one year | (428,453) | |||||||
Unfavorable lease contracts | (11,480) | |||||||
Deferred income taxes and other long-term liabilities | (141,914) | |||||||
Total identifiable net assets | 81,091 | |||||||
Goodwill | 267,050 | |||||||
Net assets | 348,141 | |||||||
Pro Forma Information | ||||||||
Revenue of acquiree | 832,000 | |||||||
Net income of acquiree | 10,500 | |||||||
FC-GEN Operations Investment, LLC | Accounting, Investment Banking, Legal And Other Costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs in acquisition | 31,600 | 31,600 | ||||||
FC-GEN Operations Investment, LLC | Management Incentive Compensation Charges | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs in acquisition | 54,600 | 54,600 | ||||||
FC-GEN Operations Investment, LLC | Transaction Advisory Fee | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs in acquisition | $ 3,000 | $ 3,000 | ||||||
FC-GEN Operations Investment, LLC | Trade names | ||||||||
Consideration Price Allocation | ||||||||
Indefinite lived intangible assets | 3,400 | |||||||
FC-GEN Operations Investment, LLC | Management contracts | ||||||||
Consideration Price Allocation | ||||||||
Finite lived intangible assets | $ 30,900 | |||||||
Weighted average life (in years) | 3 years 6 months | |||||||
FC-GEN Operations Investment, LLC | Customer relationships | ||||||||
Consideration Price Allocation | ||||||||
Finite lived intangible assets | $ 13,400 | |||||||
Weighted average life (in years) | 10 years | |||||||
FC-GEN Operations Investment, LLC | Favorable lease contracts | ||||||||
Consideration Price Allocation | ||||||||
Finite lived intangible assets | $ 18,110 | |||||||
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] | ||||||||
Ownership interest in combined entity (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% | |||||||
Revera Acquisition | ||||||||
Acquisition from Ravera | ||||||||
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 | 5 | 20 | ||||||
Number of Acquired Facilities to Be Operated By Another Entity | facility | 4 | |||||||
Number of facilities acquired | facility | 19 | |||||||
Number of owned facilities | facility | 15 | |||||||
Facilities purchase price | $ 206,000 | |||||||
Amount financed with bridge loan | 134,100 | |||||||
Amount paid in cash | 20,500 | |||||||
Financing obligation incurred | $ 54,300 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Mar. 31, 2014USD ($)$ / shares | Dec. 31, 2015USD ($)class$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / 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 | $ (265,843) | $ (28,991) | $ (17,464) | $ (112,678) | $ (124,318) | $ (43,569) | $ (31,080) | $ (40,974) | $ (525,549) | $ (237,485) | $ (169,606) |
Less: net loss (income) attributable to noncontrolling interests | 47,149 | 31,990 | 15,750 | 5,684 | (1,086) | (961) | (224) | (185) | (100,573) | 2,456 | 1,025 |
Loss from continuing operations attributable to Genesis Healthcare, Inc. | (424,976) | (239,941) | (170,631) | ||||||||
Loss from discontinued operations, net of income tax | (1,219) | (14,044) | (7,364) | ||||||||
Net loss attributable to Genesis Healthcare, Inc | $ (265,491) | $ (28,952) | $ (19,186) | $ (112,566) | $ (132,801) | $ (44,760) | $ (32,256) | $ (44,168) | $ (426,195) | $ (253,985) | $ (177,995) |
Denominator: | |||||||||||
Weighted-average shares outstanding for basic and diluted loss from continuing operations per share | shares | 85,755 | 49,865 | 49,865 | ||||||||
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ / shares | $ (2.98) | $ (0.32) | $ (0.20) | $ (1.50) | $ (2.49) | $ (0.88) | $ (0.62) | $ (0.82) | $ (4.96) | $ (4.81) | $ (3.42) |
Loss from discontinued operations, net of taxes | $ / shares | (0.02) | (0.17) | (0.02) | (0.02) | (0.07) | (0.01) | (0.28) | (0.15) | |||
Net loss attributable to Genesis Healthcare, Inc. | $ / shares | $ (2.98) | $ (0.32) | $ (0.22) | $ (1.50) | $ (2.66) | $ (0.90) | $ (0.64) | $ (0.89) | $ (4.97) | $ (5.09) | $ (3.57) |
Class C Common Stock | |||||||||||
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 - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - USD ($) $ in Thousands | Oct. 26, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 03, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive shares | 89,197 | 89,213 | 89,211 | 75,234 | 49,865 | 49,865 | 49,865 | 49,865 | |||||
Restricted Stock Units (RSUs) | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive shares | 124,000 | ||||||||||||
Restricted Stock Units (RSUs) | Noncontrolling interests | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Net loss effect of exchange of stock | $ (54,761) | ||||||||||||
Antidilutive shares | 58,810,000 | ||||||||||||
Class C Common Stock | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive shares | 64,449,380 | 0 | 0 | ||||||||||
Convertible noncontrolling interest (as a percent) | 42.00% | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Granted | 3,196,000 | ||||||||||||
2015 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Shares authorized (in shares) | 4,116,870 | ||||||||||||
2015 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Granted | 653,130 | ||||||||||||
2015 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | Director | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Shares authorized (in shares) | 178,218 |
Segment Information - Segment R
Segment Information - Segment Reporting (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information | |||||||||||
Number of Reportable Segments | segment | 3 | ||||||||||
Net revenues | $ 1,440,721 | $ 1,416,027 | $ 1,419,475 | $ 1,343,001 | $ 1,193,267 | $ 1,187,618 | $ 1,200,651 | $ 1,186,544 | $ 5,619,224 | $ 4,768,080 | $ 4,710,341 |
Increase (Decrease) in Net Revenue From Prior Period | $ 851,144 | $ 57,739 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 17.90% | 1.20% | |||||||||
Salaries, wages and benefits | $ 3,289,820 | $ 2,904,094 | 2,898,860 | ||||||||
Other operating expenses | 1,358,983 | 1,109,699 | 1,007,909 | ||||||||
General and administrative | 175,889 | 147,063 | 152,555 | ||||||||
Provision for losses on accounts receivable | 100,521 | 77,670 | 69,939 | ||||||||
Lease expense | 150,276 | 131,898 | 131,231 | ||||||||
Depreciation and amortization expense | 237,617 | 193,675 | 188,726 | ||||||||
Interest expense | 507,809 | 442,724 | 426,975 | ||||||||
(Gain) loss on extinguishment of debt | 130 | 1,133 | 63 | ||||||||
Investment income | (1,677) | (3,399) | (4,150) | ||||||||
Other (income) loss | (1,400) | (138) | 450 | ||||||||
Transaction costs | 96,374 | 13,353 | 5,878 | ||||||||
Long-lived asset impairment | 28,546 | 31,399 | 9,999 | ||||||||
Skilled Healthcare loss contingency expense | 31,500 | ||||||||||
Equity in net (income) loss of unconsolidated affiliates | (2,139) | 416 | 691 | ||||||||
(Loss) income before income tax benefit | (312,992) | (60,981) | (33,214) | (118,362) | (123,232) | (42,608) | (30,856) | (40,789) | (353,025) | (281,507) | (178,785) |
Income tax expense (benefit) | 172,524 | (44,022) | (9,179) | ||||||||
(Loss) income from continuing operations | $ (265,843) | $ (28,991) | $ (17,464) | $ (112,678) | $ (124,318) | $ (43,569) | $ (31,080) | $ (40,974) | $ (525,549) | (237,485) | (169,606) |
Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 4,768,080 | $ 4,710,341 | |||||||||
Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | ||||||||
Inpatient Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 4,748,680 | $ 4,039,813 | $ 3,972,823 | ||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 708,867 | $ 69,136 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 17.50% | 1.70% | |||||||||
Salaries, wages and benefits | 1,977,112 | ||||||||||
Other operating expenses | 1,291,695 | ||||||||||
Provision for losses on accounts receivable | 53,287 | ||||||||||
Lease expense | 129,296 | ||||||||||
Depreciation and amortization expense | 160,954 | ||||||||||
Interest expense | 378,461 | ||||||||||
(Gain) loss on extinguishment of debt | 63 | ||||||||||
Investment income | (3,431) | ||||||||||
Long-lived asset impairment | 9,999 | ||||||||||
Equity in net (income) loss of unconsolidated affiliates | (2,067) | ||||||||||
(Loss) income before income tax benefit | (22,546) | ||||||||||
(Loss) income from continuing operations | (22,546) | ||||||||||
Inpatient Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 4,039,813 | $ 3,970,677 | |||||||||
Inpatient Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 84.50% | 84.70% | 84.30% | ||||||||
Inpatient Services | Skilled Nursing Facilities | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 4,597,671 | $ 3,924,571 | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 673,100 | $ 76,714 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 17.20% | 2.00% | |||||||||
Inpatient Services | Skilled Nursing Facilities | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 3,924,571 | $ 3,847,857 | |||||||||
Inpatient Services | Skilled Nursing Facilities | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 81.70% | 82.30% | 81.70% | ||||||||
Inpatient Services | Assisted Senior Living Facilities | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 143,321 | $ 107,034 | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 36,287 | $ (6,926) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 33.90% | (6.10%) | |||||||||
Inpatient Services | Assisted Senior Living Facilities | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 107,034 | $ 113,960 | |||||||||
Inpatient Services | Assisted Senior Living Facilities | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 2.60% | 2.20% | 2.40% | ||||||||
Inpatient Services | Administration of third party facilities | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 9,488 | $ 10,297 | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ (809) | $ (709) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (7.90%) | (6.40%) | |||||||||
Inpatient Services | Administration of third party facilities | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 10,297 | $ 11,006 | |||||||||
Inpatient Services | Administration of third party facilities | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 0.20% | 0.20% | 0.20% | ||||||||
Rehabilitation Therapy Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 669,302 | $ 604,360 | $ 993,459 | ||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 64,942 | $ (13,924) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 10.70% | (2.30%) | |||||||||
Salaries, wages and benefits | 828,406 | ||||||||||
Other operating expenses | 74,477 | ||||||||||
Provision for losses on accounts receivable | 12,786 | ||||||||||
Lease expense | 198 | ||||||||||
Depreciation and amortization expense | 10,607 | ||||||||||
Interest expense | 10 | ||||||||||
Other (income) loss | 346 | ||||||||||
(Loss) income before income tax benefit | 66,629 | ||||||||||
(Loss) income from continuing operations | 66,629 | ||||||||||
Rehabilitation Therapy Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 604,360 | $ 618,284 | |||||||||
Rehabilitation Therapy Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 11.90% | 12.70% | 13.10% | ||||||||
Rehabilitation Therapy Services | Therapy Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 1,099,130 | $ 990,081 | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 109,049 | $ (3,378) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 11.00% | (0.30%) | |||||||||
Rehabilitation Therapy Services | Therapy Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 990,081 | $ 993,459 | |||||||||
Rehabilitation Therapy Services | Therapy Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 19.60% | 20.80% | 21.10% | ||||||||
Other Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 201,242 | $ 123,907 | $ 141,712 | ||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 77,335 | $ 2,527 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 62.40% | 2.10% | |||||||||
Salaries, wages and benefits | 93,342 | ||||||||||
Other operating expenses | 39,390 | ||||||||||
Provision for losses on accounts receivable | 3,866 | ||||||||||
Lease expense | 843 | ||||||||||
Depreciation and amortization expense | 1,027 | ||||||||||
Interest expense | 525 | ||||||||||
(Loss) income before income tax benefit | 2,719 | ||||||||||
(Loss) income from continuing operations | 2,719 | ||||||||||
Other Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 123,907 | $ 121,380 | |||||||||
Other Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 3.60% | 2.60% | 2.60% | ||||||||
Other Services | Other Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 240,350 | $ 154,011 | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 86,339 | $ 12,299 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 56.10% | 8.70% | |||||||||
Other Services | Other Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 154,011 | $ 141,712 | |||||||||
Other Services | Other Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | 4.30% | 3.20% | 3.00% | ||||||||
Operating Segments | Inpatient Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ 4,750,480 | $ 4,041,902 | |||||||||
Salaries, wages and benefits | 2,248,197 | 1,987,550 | |||||||||
Other operating expenses | 1,684,487 | 1,417,738 | |||||||||
Provision for losses on accounts receivable | 80,998 | 54,582 | |||||||||
Lease expense | 146,329 | 130,005 | |||||||||
Depreciation and amortization expense | 206,026 | 165,105 | |||||||||
Interest expense | 423,393 | 393,521 | |||||||||
(Gain) loss on extinguishment of debt | (3,104) | ||||||||||
Investment income | (1,568) | (2,491) | |||||||||
Other (income) loss | 1,165 | (47) | |||||||||
Transaction costs | 540 | ||||||||||
Long-lived asset impairment | 28,546 | 31,399 | |||||||||
Equity in net (income) loss of unconsolidated affiliates | (2,250) | (1,284) | |||||||||
(Loss) income before income tax benefit | (62,279) | (134,176) | |||||||||
(Loss) income from continuing operations | (62,279) | (134,176) | |||||||||
Operating Segments | Rehabilitation Therapy Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | 1,099,130 | 990,081 | |||||||||
Salaries, wages and benefits | 898,226 | 817,144 | |||||||||
Other operating expenses | 74,210 | 62,032 | |||||||||
Provision for losses on accounts receivable | 17,604 | 16,500 | |||||||||
Lease expense | 106 | 176 | |||||||||
Depreciation and amortization expense | 12,931 | 11,055 | |||||||||
Interest expense | 31 | 4 | |||||||||
(Loss) income before income tax benefit | 96,022 | 83,170 | |||||||||
(Loss) income from continuing operations | 96,022 | 83,170 | |||||||||
Operating Segments | Other Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | 238,585 | 153,397 | |||||||||
Salaries, wages and benefits | 143,397 | 99,400 | |||||||||
Other operating expenses | 70,770 | 47,844 | |||||||||
Provision for losses on accounts receivable | 2,704 | 6,618 | |||||||||
Lease expense | 2,316 | 821 | |||||||||
Depreciation and amortization expense | 1,227 | 917 | |||||||||
Interest expense | 40 | 19 | |||||||||
Other (income) loss | (91) | ||||||||||
Transaction costs | 90 | ||||||||||
(Loss) income before income tax benefit | 18,041 | (2,131) | |||||||||
(Loss) income from continuing operations | 18,041 | (2,131) | |||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | 1,765 | 614 | |||||||||
General and administrative | 175,889 | 147,063 | $ 152,555 | ||||||||
Provision for losses on accounts receivable | (785) | (30) | |||||||||
Lease expense | 1,779 | 896 | 894 | ||||||||
Depreciation and amortization expense | 17,433 | 16,598 | 16,138 | ||||||||
Interest expense | 84,635 | 49,678 | 48,515 | ||||||||
(Gain) loss on extinguishment of debt | 3,234 | 1,133 | |||||||||
Investment income | (399) | (1,406) | (1,255) | ||||||||
Other (income) loss | (2,565) | 104 | |||||||||
Transaction costs | 95,744 | 13,353 | 5,878 | ||||||||
Skilled Healthcare loss contingency expense | 31,500 | ||||||||||
Equity in net (income) loss of unconsolidated affiliates | (1,681) | 1,066 | |||||||||
(Loss) income before income tax benefit | (403,019) | (226,671) | (223,895) | ||||||||
Income tax expense (benefit) | 172,524 | (44,022) | (9,179) | ||||||||
(Loss) income from continuing operations | (575,543) | (182,649) | (214,716) | ||||||||
Elimination | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | (470,736) | (417,914) | (397,653) | ||||||||
Other operating expenses | (470,484) | (417,915) | (397,653) | ||||||||
Lease expense | (254) | ||||||||||
Interest expense | (290) | (498) | (536) | ||||||||
Investment income | 290 | 498 | 536 | ||||||||
Equity in net (income) loss of unconsolidated affiliates | 1,792 | 1,700 | 1,692 | ||||||||
(Loss) income before income tax benefit | (1,790) | (1,699) | (1,692) | ||||||||
(Loss) income from continuing operations | (1,790) | (1,699) | (1,692) | ||||||||
Elimination | Inpatient Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | (1,800) | (2,089) | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ 289 | $ 57 | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (13.80%) | (2.70%) | |||||||||
Elimination | Inpatient Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ (2,089) | (2,146) | |||||||||
Elimination | Rehabilitation Therapy Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ (429,828) | (385,721) | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ (44,107) | $ (10,546) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 11.40% | 2.80% | |||||||||
Elimination | Rehabilitation Therapy Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ (385,721) | $ (375,175) | |||||||||
Elimination | Rehabilitation Therapy Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | (7.60%) | (8.10%) | (8.00%) | ||||||||
Elimination | Other Services | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ (39,108) | $ (30,104) | |||||||||
Increase (Decrease) in Net Revenue From Prior Period | $ (9,004) | $ (9,772) | |||||||||
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 29.90% | 48.10% | |||||||||
Elimination | Other Services | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Net revenues | $ (30,104) | $ (20,332) | |||||||||
Elimination | Other Services | Product Concentration Risk | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Concentration Risk, Percentage | (0.70%) | (0.60%) | (0.40%) |
Segment Information - Assets by
Segment Information - Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item | |||
Segment total assets | $ 6,091,470 | $ 5,141,408 | |
Goodwill included in total assets | 470,019 | 169,681 | $ 169,681 |
Corporate and Eliminations | |||
Segment Reporting, Asset Reconciling Item | |||
Segment total assets | 117,638 | 393,282 | |
Inpatient Services | |||
Segment Reporting, Asset Reconciling Item | |||
Segment total assets | 5,439,088 | 4,381,044 | |
Goodwill included in total assets | 357,649 | 132,756 | |
Rehabilitation Therapy Services | |||
Segment Reporting, Asset Reconciling Item | |||
Segment total assets | 442,969 | 322,268 | |
Goodwill included in total assets | 73,098 | 25,097 | |
Other Services | |||
Segment Reporting, Asset Reconciling Item | |||
Segment total assets | 91,775 | 44,814 | |
Goodwill included in total assets | $ 39,272 | $ 11,828 |
Restricted Cash and Investmen56
Restricted Cash and Investments in Marketable Securities - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 198,082 | $ 145,839 |
Unrealized gains | 846 | 1,235 |
Unrealized losses, less than 12 months | (314) | (50) |
Unrealized losses, greater than 12 months | (487) | (284) |
Fair value | 198,127 | 146,740 |
Less: Current portion of restricted investments | 52,917 | 38,211 |
Long-term restricted investments | 145,210 | 108,529 |
Mortgage/Government Backed Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 13,251 | 8,499 |
Unrealized losses, less than 12 months | (27) | |
Unrealized losses, greater than 12 months | (49) | |
Fair value | 13,202 | 8,472 |
Corporate Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 82,912 | 38,704 |
Unrealized gains | 138 | 238 |
Unrealized losses, less than 12 months | (117) | (4) |
Unrealized losses, greater than 12 months | (350) | (60) |
Fair value | 82,583 | 38,878 |
Government Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 67,549 | 62,246 |
Unrealized gains | 708 | 997 |
Unrealized losses, less than 12 months | (197) | (19) |
Unrealized losses, greater than 12 months | (88) | (224) |
Fair value | 67,972 | 63,000 |
Cash | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 33,698 | 35,791 |
Fair value | 33,698 | 35,791 |
Money Market Funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 672 | 599 |
Fair value | $ 672 | $ 599 |
Restricted Cash and Investmen57
Restricted Cash and Investments in Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Proceeds from maturities of restricted investments | $ 26,200 | $ 22,900 | $ 23,500 |
Proceeds from sales of investments | 15,100 | 7,300 | 2,700 |
Gross realized gain | 100 | 800 | 1,700 |
Gross realized loss | (800) | $ (300) | $ (400) |
Letters of credit issued | 363,000 | ||
Restricted cash pledged as security | 14,100 | ||
Restricted investments pledged as security, amortized cost | 141,500 | ||
Market value of restricted investments pledged as security | 141,200 | ||
Letter of Credit [Member] | |||
Letters of credit issued | $ 127,100 |
Restricted Cash and Investmen58
Restricted Cash and Investments in Marketable Securities - Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Restricted Cash and Investments in Marketable Securities [Abstract] | |
Amortized cost, Due in one year or less | $ 46,036 |
Amortized cost, Due after 1 year through 5 years | 114,491 |
Amortized cost, Due after 5 years through 10 years | 3,185 |
Total amortized cost | 163,712 |
Fair value, Due in one year or less | 45,942 |
Fair value, Due after 1 year through 5 years | 114,807 |
Fair value, Due after 5 year through 10 years | 3,008 |
Total fair value | $ 163,757 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Land and land improvements | $ 714,766 | $ 225,536 |
Capital lease land, buildings and improvements | 903,977 | 910,820 |
Financing obligation land, buildings and improvements | 2,644,307 | 2,526,792 |
Equipment, furniture and fixtures | 436,300 | 276,983 |
Construction in progress | 24,665 | 55,295 |
Gross property and equipment | 4,724,015 | 3,995,426 |
Less accumulated depreciation | (638,768) | (502,176) |
Net property and equipment | $ 4,085,247 | $ 3,493,250 |
Goodwill and Identifiable Int60
Goodwill and Identifiable Intangible Assets - Changes in Carrying Value of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 169,681 |
Other goodwill additions | 836 |
Goodwill, Ending Balance | 470,019 |
Accumulated goodwill amortization | 0 |
Skilled Combination | |
Goodwill [Line Items] | |
Goodwill acquired | 267,050 |
Revera Acquisition | |
Goodwill [Line Items] | |
Goodwill acquired | $ 32,452 |
Goodwill and Identifiable Int61
Goodwill and Identifiable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 209,967 | $ 173,112 |
Accumulated amortization on intangible assets | $ 66,570 | $ 42,661 |
Weighted Average Remaining Life | 7 years | 10 years |
Trade names | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Trade names | $ 53,956 | $ 50,556 |
Customer relationships | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 78,493 | 74,765 |
Accumulated amortization on intangible assets | $ 34,336 | $ 24,039 |
Weighted Average Remaining Life | 10 years | 10 years |
Management contracts | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 22,807 | |
Accumulated amortization on intangible assets | $ 8,093 | |
Weighted Average Remaining Life | 3 years | |
Favorable lease contracts | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 54,711 | $ 47,791 |
Accumulated amortization on intangible assets | $ 24,141 | $ 18,622 |
Weighted Average Remaining Life | 10 years | 9 years |
Goodwill and Identifiable Int62
Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |||
2,016 | $ 27.6 | ||
2,017 | 27.2 | ||
2,018 | 23 | ||
2,019 | 17.5 | ||
2,020 | 12.1 | ||
Thereafter | 48.6 | ||
Impairment of intangible assets, finite-lived | 1.8 | $ 3 | $ 0 |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Amortization expense | 10.3 | 9.1 | 9.1 |
Management contracts | |||
Finite-Lived Intangible Assets | |||
Amortization expense | 8.1 | 0 | 0 |
Favorable lease contracts | |||
Finite-Lived Intangible Assets | |||
Amortization expense | $ 8.4 | $ 9.3 | $ 9.7 |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility and Term Loans (Details) $ in Thousands | Feb. 02, 2015USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument | |||
Total long-term debt | $ 1,230,157 | $ 538,246 | |
Current installments of long-term debt | (12,477) | (12,518) | |
Long-term debt | 1,217,680 | 525,728 | |
Revolving credit facility | $ 363,000 | ||
Weighted Average Interest Rate | 3.91% | ||
Revolving Credit Facility Tranche 1 [Member] | |||
Debt Instrument | |||
Revolving credit facility | $ 263,000 | ||
Weighted Average Interest Rate | 3.92% | ||
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 | |||
Revolving credit facility | $ 75,000 | ||
Weighted Average Interest Rate | 3.36% | ||
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 | |||
Revolving credit facility | $ 25,000 | ||
Weighted Average Interest Rate | 5.51% | ||
Revolving Credit Facility FILO Tranche [Member] | LIBOR | |||
Debt Instrument | |||
Basis spread on variable rate | 5.00% | ||
Term Loan Facility [Member] | |||
Debt Instrument | |||
Total long-term debt | $ 220,971 | 219,297 | |
Original issue discount | $ 7,475 | 11,375 | |
Term of debt | 5 years | ||
Outstanding principal balance under term loan facility | $ 228,400 | ||
Principal payments | $ 2,200 | ||
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 | 11.00% | ||
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 long-term debt | $ 494,100 | ||
Term of debt | 24 months | ||
Effective interest rate | 9.75% | ||
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 long-term debt | $ 107,645 | ||
Weighted Average Interest Rate | 4.30% | ||
Mortgages on Entity Property (recourse) | |||
Debt Instrument | |||
Total long-term debt | $ 13,934 | 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 | 22.20% | ||
Mortgages Held by Joint Ventures (non-recourse) | |||
Debt Instrument | |||
Total long-term debt | $ 30,507 | 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 long-term debt | $ 363,000 | $ 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 | ||
Revolving credit facility | 363,000 | ||
Outstanding Letters of Credit | 66,900 | ||
Available borrowing capacity under the revolving credit facilities | $ 117,000 | ||
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) | Dec. 01, 2015USD ($)facilityitem | Feb. 02, 2015USD ($)facilityitem | Dec. 31, 2015USD ($) | May. 01, 2015USD ($) |
Debt Instrument | ||||
Weighted Average Interest Rate | 3.91% | |||
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 | 9.75% | |||
Revera Real Estate Bridge Loan [Member] | ||||
Debt Instrument | ||||
Real estate bridge loan | $ 134,100,000 | |||
Number of facilities pledged | facility | 15 | |||
Term of debt | 24 months | |||
Debt instrument number of term extensions | item | 2 | |||
Debt instrument term extension period (in days) | 90 days | |||
Debt Instrument Threshold for Ratio | 75.00% | |||
Debt Instrument Additive to Threshold for Ratio | 5.00% | |||
Principal balance outstanding | $ 134,100,000 | |||
Effective interest rate | 8.00% | |||
HUD insured loans | ||||
Debt Instrument | ||||
Number of facilities pledged | facility | 10 | |||
Principal balance outstanding | $ 107,600,000 | |||
Number of debt instruments | item | 10 | |||
Loan assumed from acquisition | $ 8,400,000 | |||
Debt premium | $ 14,500,000 | |||
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 | $ 7,200,000 | |||
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 | 22.20% | |||
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 | Revera Real Estate Bridge Loan [Member] | ||||
Debt Instrument | ||||
Basis spread on variable rate | 6.75% | |||
Debt instrument additional margin based on ratio | 0.25% | |||
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% | |||
LIBOR | Maximum | Revera 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 | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 12,477 | |
2,017 | 710,524 | |
2,018 | 25,021 | |
2,019 | 3,898 | |
2,020 | 367,284 | |
Thereafter | 110,953 | |
Total long-term debt | $ 1,230,157 | $ 538,246 |
Lease and Lease Commitments - F
Lease and Lease Commitments - Future Minimum Capital and Operating Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 93,656 | |
2,017 | 99,261 | |
2,018 | 96,985 | |
2,019 | 99,425 | |
2,020 | 101,930 | |
Thereafter | 3,368,926 | |
Total future minimum lease payments | 3,860,183 | |
Less amount representing interest | (2,804,525) | |
Capital lease obligation | 1,055,658 | |
Less current portion | (1,842) | $ (2,875) |
Long-term capital lease obligation | 1,053,816 | $ 1,002,762 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | 140,598 | |
2,017 | 137,486 | |
2,018 | 133,785 | |
2,019 | 130,281 | |
2,020 | 130,980 | |
Thereafter | 258,522 | |
Total future minimum lease payments | $ 931,652 |
Lease and Lease Commitments - C
Lease and Lease Commitments - Capital Lease Rates and Deferred Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Identifiable Intangible Assets [Member] | ||
Net favorable leases | $ 54.7 | $ 47.8 |
Other Noncurrent Liabilities [Member] | ||
Net unfavorable leases | 35.5 | 31.4 |
Deferred straight-line rent balances included in other long-term liabilities | $ 27.3 | $ 20.6 |
Maximum | ||
Capital lease imputed interest rate (as a percent) | 12.80% | |
Minimum | ||
Capital lease imputed interest rate (as a percent) | 3.50% |
Financing Obligation (Details)
Financing Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 274,643 | |
2,017 | 282,763 | |
2,018 | 290,846 | |
2,019 | 299,162 | |
2,020 | 307,710 | |
Thereafter | 9,900,894 | |
Total future minimum lease payments | 11,356,018 | |
Less amount representing interest | (8,290,952) | |
Financing obligation | 3,065,066 | |
Less current portion | (989) | $ (1,138) |
Long-term financing obligation | $ 3,064,077 | $ 2,911,200 |
Minimum | ||
Sale Leaseback Transaction [Line Items] | ||
Financing obligation, imputed interest rate (as a percent) | 1.20% | |
Maximum | ||
Sale Leaseback Transaction [Line Items] | ||
Financing obligation, imputed interest rate (as a percent) | 27.80% |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock | |||
Maximum number of shares from all classes combined, authorized | 1,200,000,000 | ||
Preferred stock, authorized (in shares) | 30,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock, issued (in shares) | 0 | 0 | |
Distributions to stockholders and noncontrolling interests | $ 7,000 | $ (17,960) | $ (5,339) |
Class A Common Stock | |||
Class of Stock | |||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, issued (in shares) | 73,593,732 | 49,864,878 | |
Class B Common Stock | |||
Class of Stock | |||
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, issued (in shares) | 15,511,603 | 0 | |
Class C Common Stock | |||
Class of Stock | |||
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, issued (in shares) | 64,449,380 | 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - 2015 Omnibus Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2015shares | |
Monte-Carlo fair value assumptions | |
Expected term (in years) | 1 year 2 months 12 days |
Risk-free interest rate (as a percent) | 1.00% |
Volatility, minimum (as a percent) | 45.00% |
Volatility, maximum (as a percent) | 55.00% |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting period | 3 years |
Restricted Stock Units (RSUs) | Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares per RSU | 1 |
Stock-Based Compensation - Nonv
Stock-Based Compensation - Nonvested Units Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Weighted-Average Grant Date Fair Value | |
Unrecognized compensation costs | $ | $ 19.4 |
Remaining award vesting period | 2 years 4 months 28 days |
General and Administrative Expense | |
Weighted-Average Grant Date Fair Value | |
Compensation expense | $ | $ 4.7 |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Granted | 3,196 |
Vested | (2) |
Forfeited | (151) |
Non-vested ending balance | 3,043 |
Weighted-Average Grant Date Fair Value | |
Granted | $ / shares | $ 6.01 |
Vested | $ / shares | 6.12 |
Forfeited | $ / shares | 6.04 |
Non-vested ending balance | $ / shares | $ 6.01 |
Performance Stock Units (PSUs) | |
Number of Shares | |
Granted | 1,752 |
Forfeited | (50) |
Non-vested ending balance | 1,702 |
Weighted-Average Grant Date Fair Value | |
Granted | $ / shares | $ 3.34 |
Forfeited | $ / shares | 3.31 |
Non-vested ending balance | $ / shares | $ 3.34 |
2015 Omnibus Equity Incentive Plan | Maximum | |
Weighted-Average Grant Date Fair Value | |
Fair value of shares vested | $ | $ 0.1 |
Class A Common Stock | 2015 Omnibus Equity Incentive Plan | |
Weighted-Average Grant Date Fair Value | |
Shares available for grant (in shares) | 16,500 |
Income Taxes - Total Tax Provis
Income Taxes - Total Tax Provision (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2015item | Feb. 02, 2015item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)item | Dec. 31, 2013USD ($)item | |
Number of Taxable Groups | item | 2 | 2 | 2 | 2 | |
Continuing operations | $ 172,524 | $ (44,022) | $ (9,179) | ||
Discontinued operations | (885) | (4,440) | (6,017) | ||
Noncontrolling interests | (331) | (196) | |||
Members' equity | (212) | (368) | (1,271) | ||
Total | $ 171,427 | $ (49,161) | $ (16,663) | ||
FC-GEN Operations Investment, LLC | |||||
Percentage of voting interests acquired | 58.00% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current: Federal | $ 5,151 | $ 7,569 | $ 7,355 |
Current: State | 1,738 | 1,931 | 2,946 |
Total current | 6,889 | 9,500 | 10,301 |
Deferred: Federal | 134,151 | (47,050) | (15,935) |
Deferred: State | 31,484 | (6,472) | (3,545) |
Total deferred | 165,635 | (53,522) | (19,480) |
Income tax (benefit) expense | $ 172,524 | $ (44,022) | $ (9,179) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | ||||
Computed "expected" benefit | $ (123,560) | $ (98,527) | $ (62,575) | |
State and local income taxes, net of federal tax benefit | 1,738 | 1,931 | 2,987 | |
Adjustment to income taxes for income not subject to corporate tax | 34,196 | 64,575 | 52,390 | |
Income tax credits | 2,469 | 1,347 | 1,891 | |
Non-controlling interest | 39,843 | |||
Adjustment to valuation allowance | 225,259 | (12,502) | ||
Other, net | (2,483) | 1,848 | (90) | |
Income tax (benefit) expense | $ 172,524 | $ (44,022) | $ (9,179) | |
Effective tax rate | (48.90%) | 15.60% | 5.10% | |
Change in valuation allowance | $ 221,900 | $ 221,900 | $ (11,300) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets: | ||
Accounts receivable | $ 30,793 | |
Self-insurance reserves | 62,810 | |
Accrued liabilities and reserves | 16,391 | |
Long-lived assets: real property | 89,856 | |
Other long term liabilities | 17,246 | |
Investment in partnerships | $ 131,767 | |
Net operating loss carryforwards | 93,281 | 58,304 |
Discounted unpaid loss reserve | 7,143 | 8,336 |
General business credits | 20,017 | 14,016 |
Total deferred tax assets | 252,208 | 297,752 |
Valuation allowance | (245,064) | (23,205) |
Deferred tax assets, net of valuation allowance | 7,144 | 274,547 |
Deferred income tax liabilities: | ||
Accrued liabilities and reserves | (123) | |
Long-lived assets: tangible personal property | (14,779) | |
Long-lived assets: intangible property | (14,939) | (60,116) |
Total deferred tax liabilities | (14,939) | (75,018) |
Net deferred tax liabilities | $ (7,795) | |
Net deferred tax assets | $ 199,529 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Balance at December 31, | $ 24,233 | $ 24,209 | $ 24,212 |
Reductions due to lapses of applicable statute of limitations | (3) | ||
Additions based upon tax positions related to the current year | 24 | ||
Additions recorded in purchase accounting | 59 | ||
Balance at December 31, | 24,292 | 24,233 | 24,209 |
Accrued interest related to unrecognized tax benefits | $ 400 | $ 400 | $ 400 |
Tax savings payable, as a percent | 90.00% | ||
Number of membership interest exchanges exercised | item | 0 | ||
State | Minimum | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Number of Open Tax Years | 3 years | ||
State | Maximum | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Number of Open Tax Years | 6 years |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Jul. 01, 2015USD ($)building | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 02, 2015USD ($) |
Related Party Transaction | ||||||
Investment in joint venture | $ 392 | $ 2,309 | $ 6,182 | |||
Proceeds from sale of joint venture interest | 26,358 | |||||
Revenue from related party | 161,400 | 161,200 | 148,500 | |||
Accounts receivable from related party | 57,100 | 37,600 | ||||
Related party transaction, annual fee | 100 | $ 2,500 | $ 2,500 | |||
Transaction advisory fee | $ 3,000 | |||||
National Home Care Holdings, LLC | ||||||
Related Party Transaction | ||||||
Investment in joint venture | $ 1,000 | |||||
Ownership interest | 6.80% | |||||
FC PAC [Member] | ||||||
Related Party Transaction | ||||||
Ownership interest | 5.40% | |||||
Proceeds from sale of joint venture interest | $ 26,400 | |||||
Gain on sale of joint venture | $ 8,400 | |||||
Formation Capital | ||||||
Related Party Transaction | ||||||
Number of facilities acquired | building | 22 | |||||
Facilities purchase price | $ 1,100 | |||||
Purchase price, financed with promissory note | $ 1,100 | |||||
Interest rate | 5.00% |
Asset Impairment Charges (Detai
Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Impairment Charges | $ 28,500 | $ 31,400 | $ 28,546 | $ 31,399 | $ 9,999 |
Goodwill, Impairment Loss | $ 0 | 0 | 0 | 0 | |
Inpatient Services | |||||
Asset Impairment Charges | $ 28,500 | $ 31,400 | $ 10,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($)state | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2014stateitem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)stateitem | |
Income tax benefit | $ (885) | $ (4,440) | $ (6,017) | |||||||||
Income (loss) from discontinued operations, net of taxes | $ 352 | $ 39 | $ (1,722) | $ 112 | $ (8,483) | $ (1,191) | $ (1,176) | $ (3,194) | (1,219) | (14,044) | (7,364) | |
Discontinued Operations [Member] | ||||||||||||
Net revenues | 70 | 8,788 | 57,782 | |||||||||
Net operating loss of discontinued businesses | (2,104) | (16,559) | (10,783) | |||||||||
Loss on discontinuation of business | (1,925) | (2,598) | ||||||||||
Income tax benefit | (885) | (4,440) | (6,017) | |||||||||
Income (loss) from discontinued operations, net of taxes | $ (1,219) | $ (14,044) | $ (7,364) | |||||||||
Facilities Closed in 2014 [Member] | Discontinued Operations [Member] | ||||||||||||
Number of skilled nursing facilities | state | 4 | 4 | ||||||||||
Number of licensed beds | item | 440 | |||||||||||
Facilities Closed in 2013 [Member] | Discontinued Operations [Member] | ||||||||||||
Number of skilled nursing facilities | state | 14 | |||||||||||
Number of licensed beds | item | 1,462 |
Commitments and Contingencies -
Commitments and Contingencies - Self Insurance Risks (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Workers' Compensation Liability | |||
Liabilities Related to Insurance Risks | |||
Workers' compensation approximate discount rate (as a percentage) | 1.00% | ||
Workers' Compensation discount rate (as a percentage) | 0.97% | ||
Effect of discounting on reserve | $ 8.6 | $ 4.8 | |
Provision for workers' compensation | 60.7 | 62.4 | $ 52.2 |
Reserve for workers' compensation risks | 223.7 | 198 | |
General and Professional Liability | |||
Liabilities Related to Insurance Risks | |||
Provision for general and professional liability | 151.1 | 130.8 | $ 87.4 |
Reserve for general and professional liability | $ 371.6 | $ 288.2 |
Commitments and Contingencies81
Commitments and Contingencies - Litigation (Details) | Aug. 06, 2014item | Aug. 02, 2013USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2015USD ($)claim | Dec. 31, 2014USD ($) |
Environmental Remediation at Leased Sites [Member] | |||||
Loss Contingencies | |||||
Estimated settlement value | $ 22,000,000 | ||||
Environmental Remediation at Leased Sites [Member] | Other Noncurrent Liabilities [Member] | |||||
Loss Contingencies | |||||
Asset Retirement Obligation | 9,500,000 | $ 5,000,000 | |||
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 | ||||
Staffing Matters Investigation and Therapy Matters Investigation [Member] | Governmental Claims | |||||
Loss Contingencies | |||||
Number of pending proceedings | claim | 2 | ||||
Accrued contingent liability | $ 30,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assets, Fair Value Disclosure [Abstract] | ||||
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | $ 0 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Revolving credit facility | 363,000 | 363,000 | ||
Carrying value | 1,230,157 | 1,230,157 | 538,246 | |
Term Loan Facility [Member] | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Carrying value | 220,971 | 220,971 | 219,297 | |
Original issue discount | 7,475 | 7,475 | 11,375 | |
Real Estate Bridge Loan [Member] | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Carrying value | 494,100 | 494,100 | ||
HUD insured loans | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Carrying value | 107,645 | 107,645 | ||
Mortgages on Entity Property (recourse) | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Carrying value | 13,934 | 13,934 | 14,488 | |
Mortgages Held by Joint Ventures (non-recourse) | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Carrying value | 30,507 | 30,507 | 49,961 | |
Revolving Credit Facility | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Revolving credit facility | 363,000 | 363,000 | ||
Carrying value | 363,000 | 363,000 | 254,500 | |
Mortgage/Government Backed Securities | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 13,202 | 13,202 | 8,472 | |
Corporate Bond Securities [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 82,583 | 82,583 | 38,878 | |
Government Bonds | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 67,972 | 67,972 | 63,000 | |
Level 1 | Mortgage/Government Backed Securities | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 13,202 | 13,202 | 8,472 | |
Level 1 | Corporate Bond Securities [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 82,583 | 82,583 | 38,878 | |
Level 1 | Government Bonds | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Restricted investments in marketable securities | 67,972 | 67,972 | 63,000 | |
Level 2 | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 1,229,586 | 1,229,586 | 548,626 | |
Level 2 | Term Loan Facility [Member] | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 220,400 | 220,400 | 229,677 | |
Level 2 | Real Estate Bridge Loan [Member] | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 494,100 | 494,100 | ||
Level 2 | HUD insured loans | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 107,645 | 107,645 | ||
Level 2 | Mortgages on Entity Property (recourse) | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 13,934 | 13,934 | 14,488 | |
Level 2 | Mortgages Held by Joint Ventures (non-recourse) | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 30,507 | 30,507 | 49,961 | |
Level 2 | Revolving Credit Facility | ||||
Financial Liabilities Fair Value Disclosure [Abstract] | ||||
Fair Value | 363,000 | 363,000 | 254,500 | |
Fair Value, Measurements, Recurring | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and equivalents | 61,543 | 61,543 | 87,548 | |
Restricted cash and equivalents | 34,370 | 34,370 | 36,390 | |
Assets, Fair Value Disclosure, Total | 259,670 | 259,670 | 234,288 | |
Fair Value, Measurements, Recurring | Level 1 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and equivalents | 61,543 | 61,543 | 87,548 | |
Restricted cash and equivalents | 34,370 | 34,370 | 36,390 | |
Assets, Fair Value Disclosure, Total | 259,670 | 259,670 | 234,288 | |
Fair Value, Measurements, Nonrecurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Property and equipment, Impairment charges | 26,768 | 28,359 | ||
Intangible assets, Impairment Loss | 1,778 | 3,040 | ||
Fair Value, Measurements, Nonrecurring [Member] | Level 3 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Property and equipment, net | 4,085,247 | 4,085,247 | 3,493,250 | |
Goodwill | 470,019 | 470,019 | 169,681 | |
Intangible assets | $ 209,967 | $ 209,967 | $ 173,112 |
Quarterly Financial Informati83
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 1,440,721 | $ 1,416,027 | $ 1,419,475 | $ 1,343,001 | $ 1,193,267 | $ 1,187,618 | $ 1,200,651 | $ 1,186,544 | $ 5,619,224 | $ 4,768,080 | $ 4,710,341 |
Loss from continuing operations | (312,992) | (60,981) | (33,214) | (118,362) | (123,232) | (42,608) | (30,856) | (40,789) | (353,025) | (281,507) | (178,785) |
Net income attributable to noncontrolling interests | 47,149 | 31,990 | 15,750 | 5,684 | (1,086) | (961) | (224) | (185) | (100,573) | 2,456 | 1,025 |
Loss from discontinued operations attributable to Genesis Healthcare, Inc. | (265,843) | (28,991) | (17,464) | (112,678) | (124,318) | (43,569) | (31,080) | (40,974) | (525,549) | (237,485) | (169,606) |
Income (loss) from discontinued operations, net of taxes | 352 | 39 | (1,722) | 112 | (8,483) | (1,191) | (1,176) | (3,194) | (1,219) | (14,044) | (7,364) |
Net loss attributable to Genesis Healthcare, Inc | $ (265,491) | $ (28,952) | $ (19,186) | $ (112,566) | $ (132,801) | $ (44,760) | $ (32,256) | $ (44,168) | $ (426,195) | $ (253,985) | $ (177,995) |
Loss from continuing operations | $ (3.51) | $ (0.68) | $ (0.38) | $ (1.58) | $ (2.47) | $ (0.86) | $ (0.62) | $ (0.82) | |||
Loss from continuing operations attributable to noncontrolling interests | 0.53 | 0.36 | 0.18 | 0.08 | (0.02) | (0.02) | |||||
Loss from continuing operations attributable to Genesis Healthcare, Inc. | (2.98) | (0.32) | (0.20) | (1.50) | (2.49) | (0.88) | (0.62) | (0.82) | $ (4.96) | $ (4.81) | $ (3.42) |
Loss from discontinued operations, net of taxes | (0.02) | (0.17) | (0.02) | (0.02) | (0.07) | (0.01) | (0.28) | (0.15) | |||
Net loss attributable to Genesis Healthcare, Inc. | $ (2.98) | $ (0.32) | $ (0.22) | $ (1.50) | $ (2.66) | $ (0.90) | $ (0.64) | $ (0.89) | $ (4.97) | $ (5.09) | $ (3.57) |
Weighted-average shares outstanding for basic and diluted loss from continuing operations per share | 85,755 | 49,865 | 49,865 | ||||||||
Period of revenue associated with the combination | 2 months | ||||||||||
Change in valuation allowance | $ 221,900 | $ 221,900 | $ (11,300) | ||||||||
Asset Impairment Charges | $ 28,500 | $ 31,400 | $ 28,546 | 31,399 | $ 9,999 | ||||||
Self insurance reserve adjustment | 35,500 | 35,500 | |||||||||
Transaction costs associated with Combination | $ 8,000 | $ 8,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 09, 2016USD ($) | Jan. 01, 2016USD ($)facility | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Subsequent Events | |||||
Sale of facilities | $ 3,738,000 | $ 5,227,000 | $ 8,354,000 | ||
Pay down on loan | $ 357,716,000 | $ 17,946,000 | $ 35,085,000 | ||
Subsequent Event | Kansas | |||||
Subsequent Events | |||||
Number of facilities sold | facility | 18 | ||||
Sale of facilities | $ 67,000,000 | ||||
Subsequent Event | Real Estate Bridge Loan [Member] | |||||
Subsequent Events | |||||
Pay down on loan | $ 54,200,000 | ||||
Subsequent Event | Scenario, Forecast [Member] | Hospice And Home Health operations sold to Compassus | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||
Subsequent Events | |||||
Sale of facilities | $ 84,000,000 |
Schedule II - Valuation Accou85
Schedule II - Valuation Accounts (Details) - Accounts receivable allowances - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | $ 133,529 | $ 106,093 | $ 68,419 |
Charged to cost and expenses | 86,224 | 70,950 | 64,268 |
Deductions or payments | (30,014) | (43,514) | (26,594) |
Balance at end of period | $ 189,739 | $ 133,529 | $ 106,093 |