Genesis Healthcare (GENN) 10-Q 9 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 08, 2017
Document and Entity Information [Line Items]
Entity Registrant Name	Genesis Healthcare, Inc.
Entity Central Index Key	1,351,051
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Current Reporting Status	Yes
Class A Common Stock
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		82,218,883
Class B Common Stock
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		12,502,187
Class C Common Stock
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		61,600,511

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 64,745	$ 51,408
Restricted cash and investments in marketable securities	43,965	43,555
Accounts receivable, net of allowances for doubtful accounts of $266,282 and $218,383 at June 30, 2017 and December 31, 2016, respectively	754,384	832,109
Prepaid expenses	68,139	64,218
Other current assets	55,097	63,641
Assets held for sale, current		4,056
Total current assets	986,330	1,058,987
Property and equipment, net of accumulated depreciation of $872,080 and $807,776 at June 30, 2017 and December 31, 2016, respectively	3,670,151	3,765,393
Restricted cash and investments in marketable securities	117,734	112,471
Other long-term assets	132,659	137,602
Deferred income taxes	6,358	6,107
Identifiable intangible assets, net of accumulated amortization of $104,378 and $91,155 at June 30, 2017 and December 31, 2016, respectively	162,344	175,566
Goodwill	439,212	440,712
Assets held for sale, noncurrent		82,363
Total assets	5,514,788	5,779,201
Current liabilities:
Current installments of long-term debt	23,770	24,594
Capital lease obligation	3,464	1,886
Financing obligations	1,777	1,613
Accounts payable	233,089	258,616
Accrued expenses	192,137	215,457
Accrued compensation	161,396	181,841
Self-insurance reserves	168,933	172,565
Current portion of liabilities held for sale		988
Total current liabilities	784,566	857,560
Long-term liabilities:
Long-term debt	1,126,070	1,146,550
Capital lease obligations	993,044	997,340
Financing obligations	2,899,999	2,867,534
Deferred income taxes	24,263	22,354
Self-insurance reserves	462,927	445,559
Liabilities held for sale		69,057
Other long-term liabilities	138,963	103,435
Commitments and contingencies
Stockholders’ equity:
Additional paid-in-capital	295,100	305,358
Accumulated deficit	(911,532)	(795,615)
Accumulated other comprehensive income (loss)	(215)	(221)
Total stockholders’ deficit before noncontrolling interests	(616,491)	(490,323)
Noncontrolling interests	(298,553)	(239,865)
Total stockholders' deficit	(915,044)	(730,188)
Total liabilities and stockholders’ deficit	5,514,788	5,779,201
Class A Common Stock
Stockholders’ equity:
Common stock	80	75
Class B Common Stock
Stockholders’ equity:
Common stock	14	16
Class C Common Stock
Stockholders’ equity:
Common stock	$ 62	$ 64

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Allowance for doubtful accounts	$ 266,282	$ 218,383
Other assets:
Accumulated depreciation on property and equipment	872,080	807,776
Accumulated amortization on intangible assets	$ 104,378	$ 91,155
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)	80,214,849	75,187,388
Common stock, shares, outstanding (in shares)	80,214,849	75,187,388
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)	14,306,187	15,495,019
Common stock, shares, outstanding (in shares)	14,306,187	15,495,019
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)	61,800,511	63,849,380
Common stock, shares, outstanding (in shares)	61,800,511	63,849,380

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Net revenues	$ 1,341,276	$ 1,438,358	$ 2,730,408	$ 2,910,576
Salaries, wages and benefits	739,402	832,693	1,563,896	1,700,410
Other operating expenses	372,295	350,161	714,552	711,258
General and administrative costs	41,187	45,026	86,309	93,453
Provision for losses on accounts receivable	23,985	29,681	47,513	56,174
Lease expense	38,234	36,968	74,334	74,284
Depreciation and amortization expense	60,227	67,953	124,596	129,718
Interest expense	124,288	133,860	249,042	269,041
Loss on early extinguishment of debt	2,301	468	2,301	468
Investment income	(1,392)	(658)	(2,501)	(1,139)
Other loss (income)	4,190	(42,923)	13,224	(42,911)
Transaction costs	3,781	4,993	6,806	6,747
Customer receivership	35,566		35,566
Skilled Healthcare and other loss contingency expense		13,566		15,192
Equity in net income of unconsolidated affiliates	(88)	(497)	(222)	(1,260)
Loss before income tax expense	(102,700)	(32,933)	(185,008)	(100,859)
Income tax expense	2,803	3,086	4,087	6,150
Loss from continuing operations	(105,503)	(36,019)	(189,095)	(107,009)
(Loss) income from discontinued operations, net of taxes	(47)	61	(68)	23
Net loss	(105,550)	(35,958)	(189,163)	(106,986)
Less net loss attributable to noncontrolling interests	40,394	12,985	73,246	40,974
Net loss attributable to Genesis Healthcare, Inc	$ (65,156)	$ (22,973)	$ (115,917)	$ (66,012)
Basic and diluted:
Weighted-average shares outstanding for basic and diluted net loss per share	93,273	89,421	92,581	89,310
Basic and diluted net loss per common share:
Loss from continuing operations attributable to Genesis Healthcare, Inc.	$ (0.70)	$ (0.26)	$ (1.25)	$ (0.74)
Loss from discontinued operations, net of taxes	0	0	0	0
Net loss attributable to Genesis Healthcare, Inc.	$ (0.70)	$ (0.26)	$ (1.25)	$ (0.74)

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (105,550)	$ (35,958)	$ (189,163)	$ (106,986)
Net unrealized gain on marketable securities, net of tax	5	184	26	1,028
Comprehensive loss	(105,545)	(35,774)	(189,137)	(105,958)
Less: comprehensive loss attributable to noncontrolling interests	40,389	12,908	73,226	40,543
Comprehensive loss attributable to Genesis Healthcare, Inc.	$ (65,156)	$ (22,866)	$ (115,911)	$ (65,415)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (189,163)	$ (106,986)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest and leasing arrangements, net	32,222	47,639
Other non-cash charges and gains, net	13,224	(42,911)
Share based compensation	4,767	3,180
Depreciation and amortization	124,596	129,718
Provision for losses on accounts receivable	47,513	56,174
Equity in net income of unconsolidated affiliates	(222)	(1,260)
Provision for deferred taxes	1,661	3,998
Customer receivership	35,566
Loss on early extinguishment of debt	2,301	468
Changes in assets and liabilities:
Accounts receivable	(16,901)	(103,078)
Accounts payable and other accrued expenses and other	13,563	36,573
Net cash provided by operating activities	69,127	23,515
Cash Flows from Investing Activities
Capital expenditures	(33,841)	(47,897)
Purchases of marketable securities	(16,317)	(34,992)
Proceeds on maturity or sale of marketable securities	15,212	46,274
Net change in restricted cash and equivalents	(1,796)	388
Sale of investment in joint venture	242	1,010
Purchases of inpatient assets, net of cash acquired		(69,482)
Sales of assets	79,343	148,347
Restricted deposits	(388)	(5,843)
Investments in joint venture	(75)	(612)
Other, net	91	1,631
Net cash provided by investing activities	42,471	38,824
Cash Flows from Financing Activities
Borrowings under revolving credit facility	351,000	467,000
Repayments under revolving credit facility	(370,300)	(459,000)
Proceeds from issuance of long-term debt	17,480	182,986
Proceeds from tenant improvement draws under lease arrangements	6,083	1,109
Repayment of long-term debt	(99,399)	(263,933)
Debt issuance costs	(2,667)	(4,826)
Distributions to noncontrolling interests and stockholders	(458)	(540)
Net cash used in financing activities	(98,261)	(77,204)
Net increase (decrease) in cash and cash equivalents	13,337	(14,865)
Beginning of period	51,408	61,543
End of period	64,745	46,678
Supplemental disclosure of cash flow information
Interest paid	217,901	224,072
Net taxes refunded	(1,871)	(13,984)
Non-cash investing and financing activities:
Capital leases reduced	(14,909)	(49,622)
Financing obligations incurred	$ 11,260	$ 7,928

General Information

General Information	6 Months Ended
	Jun. 30, 2017
General Information
Description of Business	(1) General Informatio Company History Genesis Healthcare, Inc., a Delaware corporation, was incorporated in October 2005 under the name of SHG Holding Solutions, Inc., and subsequently changed its name to Skilled Healthcare Group, Inc. (Skilled). On February 2, 2015, Skilled combined its businesses and operations (the Combination) with FC-GEN Operations Investment, LLC, a Delaware limited liability company (FC-GEN), pursuant to a Purchase and Contribution Agreement dated August 18, 2014. In connection with the Combination, Skilled changed its name to Genesis Healthcare, Inc. Effective December 1, 2012, FC-GEN completed the acquisition of Sun Healthcare Group, Inc. (Sun Healthcare) and its subsidiaries. Description of Business Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company or Genesis) owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services 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. At June 30, 2017, the Company provides inpatient services through 473 skilled nursing, assisted/senior living and behavioral health centers located in 30 states. Revenues of the Company’s owned, leased and otherwise consolidated centers constitute approximately 86% 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 11% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing 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 its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss 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 June 30, 2017. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q of Regulation S-X and do not include all of the disclosures normally required by U.S. GAAP or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission (the SEC) on Form 10-K on March 6, 2017. Going Concern Considerations The accompanying unaudited financial statements have been prepared on the basis the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued ( August 9, 2017 ). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before August 9, 2018. In the Company’s assessment of its financial condition and liquidity as of June 30, 2017 and through the 12 month anniversary of the filing of this Quarterly Report on Form 10-Q, the Company’s debt and lease financial covenant compliance requirements were considered. The Company’s ability to maintain compliance with its debt and lease covenants depends in part on management’s ability to increase revenue and control costs. Should the Company fail to comply with its debt covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position. See Note 7 – “Long-term Debt – Debt Covenants” and Note 8 – “Leases and Lease Commitments – Lease Covenants.” Additionally, although the Company is in compliance and projects to be in compliance with the covenants contained in its material debt and lease agreements through August 9, 2018, at a minimum, the ongoing uncertainty related to the impact of healthcare reform initiatives and other systemic industry risks may have an adverse impact on its ability to remain in compliance with its covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Affordable Care Act currently being considered in Congress, among others. There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet its debt and lease covenants in the future. The Company has considered these factors and has devised certain strategies that could be implemented to address the ramifications of these uncertainties. Such strategies include, but are not limited to, additional cost containment measures and possible divestitures of less profitable facilities. Failure to maintain compliance with financial covenants contained in its Credit Facilities or Master Lease Agreements or a failure to obtain timely and effective waivers with respect to a breach of such financial covenants could have a material adverse effect on its liquidity and financial condition. Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which is intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company adopted ASU 2016-09 effective January 1, 2017. Its adoption had no material impact on the Company’s consolidated financial condition and results of operations. Recently Issued Accounting Pronouncements In May 2014, 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. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (ASU 2016-20), which serves to narrow aspects of the guidance issued in ASU 2014-09. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. There are two allowed adoption methods, (1) the full retrospective method, or (2) the modified retrospective method. The full retrospective method requires recognition of the cumulative effect of applying the new standard at the earliest period presented. The modified retrospective method requires recognition of the cumulative effect of applying the new standard at the date of initial application. The Company will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective method. The Company’s evaluation of the impact of ASU 2014-09 has been ongoing since its original issuance and continues to progress in 2017. The Company is not yet in a position to conclude on the total effect these standards will have on its consolidated financial condition and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value; and requires separate presentation of financial assets and financial liabilities by measurement category. The new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company does not expect the adoption of ASU 2016-01 to have a material impact on its consolidated financial condition and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which 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. ASU 2016-02 must be adopted using a modified retrospective transition. The adoption of ASU 2016-02 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 does not expect the adoption of this standard to have an impact on liquidity. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which addresses how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated statements of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted, including adoption in an interim period. The adoption of ASU 2016-18 is not expected to have a material impact on the Company’s consolidated statements of cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combination (805): Clarifying the Definition of a Business (ASU 2017-01), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted in certain circumstances. The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial condition and results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which serves to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company anticipates early adopting ASU 2017-04 when it performs its annual goodwill impairment test at September 30, 2017, and for any interim goodwill measurements that may be required in accordance with Accounting Standards Codification 350 – Intangibles – Goodwill and Other. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial condition and results of operations.

Certain Significant Risks and U

Certain Significant Risks and Uncertainties	6 Months Ended
	Jun. 30, 2017
Certain Significant Risks and Uncertainties
Certain Significant Risks and Uncertainties	(2) Certain Significant Risks and Uncertainties Revenue Sources The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care facilities that utilize its rehabilitation therapy and other services. The Company’s inpatient services segment derives approximately 78% 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 three and six months ended June 30, 2017 and 2016. Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Medicare 23 % 24 % 23 % 25 % Medicaid 55 % 54 % 55 % 53 % Insurance 12 % 12 % 12 % 12 % Private and other 10 % 10 % 10 % 10 % Total 100 % 100 % 100 % 100 % 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. Also, initiatives among managed care payors, conveners and referring acute care hospital systems to reduce lengths of stay and avoidable hospital admissions and to divert referrals to home health or other community-based care settings could have an adverse impact on the Company’s business. Accordingly, there can be no assurance that the impact of any future healthcare legislation, regulation or actions by participants in the health care continuum 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, 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. Concentration of Credit Risk The Company is exposed to the credit risk of its third-party customers, many of whom are in similar lines of business as the Company and are exposed to the same systemic industry risks of operations, as the Company, resulting in a concentration of risk. These include organizations that utilize the Company’s rehabilitation services, staffing services and physician service offerings, engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in regulatory and systemic industry conditions. Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in the Company’s rehabilitation services business where it has over 200 distinct customers, many being chain operators with more than one location. The three largest customers of the Company’s rehabilitation services business comprise $124.0 million, approximately 66%, of the outstanding receivables in the rehabilitation services business at June 30, 2017. One customer, which is a related party of the Company, comprises $78.4 million, approximately 42%, of the outstanding receivables in the rehabilitation services business at June 30, 2017. See Note 13 – “Related Party Transactions.” An adverse event impacting the solvency of any one or several of these large customers resulting in their insolvency or other economic distress would have a material impact on the Company. See discussion of customer receivership in Item 2, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations. The Company’s business is subject to a number of other known and unknown risks and uncertainties, which are discussed in Item 1A, “ Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 6, 2017 and in the Company’s Quarterly Reports on Form 10-Q.

Significant Transactions and Ev

Significant Transactions and Events	6 Months Ended
	Jun. 30, 2017
Significant Transactions and Events
Significant Transactions and Events	(3) Significant Transactions and Events Skilled Nursing Facility Divestitures The Company divested 26 skilled nursing facilities in the six months ended June 30, 2017. One skilled nursing facility located in North Carolina was divested on June 1, 2017. The skilled nursing facility was subject to a master lease agreement and had annual revenue of $6.4 million and pre-tax net loss of $1.0 million. The Company recognized a loss of $0.5 million, which is included in other loss (income) on the consolidated statements of operations. Eighteen skilled nursing facilities (16 owned and 2 leased) located in Kansas, Missouri, Nebraska and Iowa were divested on April 1, 2017. The 18 skilled nursing facilities had annual revenue of $110.1 million, pre-tax net loss of $10.7 million and total assets of $91.6 million. Sale proceeds of approximately $80 million, net of transaction costs, were used principally to repay the indebtedness of the skilled nursing facilities. The Company recognized a loss of $6.4 million, which is included in other loss (income) on the consolidated statements of operations. The 16 owned skilled nursing facilities qualified and were presented as assets held for sale at December 31, 2016. One of the leased skilled nursing facilities was subleased to a new operator resulting in a loss associated with a cease use asset of $4.1 million, which is included in other loss (income) on the consolidated statements of operations. One skilled nursing facility located in Tennessee was divested on April 1, 2017. The skilled nursing facility was subject to a master lease agreement and had annual revenue of $7.4 million and pre-tax net income of $0.5 million. The Company recognized a loss of $0.7 million, which is included in other loss (income) on the consolidated statements of operations. Four skilled nursing facilities located in Massachusetts were subject to a master lease agreement and were divested on March 14, 2017. These facilities, along with two other facilities that were divested previously and subleased to a third-party operator, were sold and terminated from the master lease resulting in an annual rent credit of $1.2 million. The master lease termination resulted in a capital lease net asset and obligation write-down of $14.9 million. The four skilled nursing facilities had annual revenue of $26.7 million and pre-tax net income of $1.2 million. The Company recognized a loss of $1.4 million, which is included in other loss (income) on the consolidated statements of operations. Two skilled nursing facilities located in Georgia were divested on February 1, 2017 at the expiration of their respective lease terms. The two skilled nursing facilities had annual revenue of $10.6 million and pre-tax net loss of $0.4 million. The Company recognized a loss of $0.5 million, which is included in other loss (income) on the consolidated statements of operations. HUD Financings On June 30, 2017, the Company completed the financings of two skilled nursing facilities with the U.S. Department of Housing and Urban Development (HUD) insured loans. The total loan amount of the two financings was $17.5 million. Proceeds from the financings along with other cash on hand was used to partially pay down a Real Estate Bridge Loan by $18.6 million. See Note 7 – “ Long-Term Debt – Real Estate Bridge Loans” and “ Long-Term Debt – HUD Insured Loans.” Dining and Nutrition Partnership In April 2017, the Company entered into a strategic dining and nutrition partnership to further leverage its national platforms, process expertise and technology. The relationship, which is expected to be accretive to the Company, will provide additional liquidity, cost efficiency and enhanced operational performance.

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2017
Loss Per Share
Loss Per Share	(4) The Company has three classes of common stock. Classes A and B are identical in economic and voting interests. Class C has a 1:1 voting ratio with the other two classes, representing the voting interests of the noncontrolling interest of the legacy FC-GEN owners. 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 net loss plus the effect of assumed conversions (if applicable) by the weighted-average number of outstanding common shares after giving effect to all potential dilutive common shares. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share follows (in thousands, except per share data): Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Loss from continuing operations $ (105,503) $ (36,019) $ (189,095) $ (107,009) Less: Net loss attributable to noncontrolling interests (40,394) (12,985) (73,246) (40,974) Loss from continuing operations attributable to Genesis Healthcare, Inc. $ (65,109) $ (23,034) $ (115,849) $ (66,035) (Loss) income from discontinued operations, net of taxes (47) 61 (68) 23 Net loss attributable to Genesis Healthcare, Inc. $ (65,156) $ (22,973) $ (115,917) $ (66,012) Denominator: Weighted-average shares outstanding for basic and diluted net loss per share 93,273 89,421 92,581 89,310 Basic and diluted net loss per common share: Loss from continuing operations attributable to Genesis Healthcare, Inc. $ (0.70) $ (0.26) $ (1.25) $ (0.74) Loss from discontinued operations, net of taxes (0.00) 0.00 (0.00) 0.00 Net loss attributable to Genesis Healthcare, Inc. $ (0.70) $ (0.26) $ (1.25) $ (0.74) The following were excluded from net loss attributable to Genesis Healthcare, Inc. and the weighted-average diluted shares computation for the three and six months ended June 30, 2017 and 2016, as their inclusion would have been anti-dilutive (in thousands): Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net loss Net loss Net loss Net loss attributable to attributable to attributable to attributable to Genesis Anti-dilutive Genesis Anti-dilutive Genesis Anti-dilutive Genesis Anti-dilutive Healthcare, Inc. shares Healthcare, Inc. shares Healthcare, Inc. shares Healthcare, Inc. shares Exchange of restricted stock units of noncontrolling interests $ (42,784) 61,811 $ (7,504) 64,461 $ (76,973) 62,320 $ (29,833) 64,461 Employee and director unvested restricted stock units — 1,129 — — — 1,541 — — Convertible note (111) 3,000 — — (222) 3,000 — — The combined impact of the assumed conversion to common stock and related tax implications attributable to the noncontrolling interest, the grants under the 2015 Omnibus Equity Incentive Plan, and the convertible note are anti-dilutive to EPS because the Company is in a net loss position for the three and six months ended June 30, 2017 and 2016. As of June 30, 2017, there were 61,800,511 units attributable to the noncontrolling interests outstanding. In addition to the outstanding units attributable to the noncontrolling interests, the conversion of all of those units will result in the issuance of an incremental 10,760 shares of Class A common stock.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2017
Segment Information
Segment Information	(5) Segment Information The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services. For additional information on these reportable segments see Note 1 – “General Information – Description of Business.” A summary of the Company’s segmented revenues follows (in thousands, except percentages): Three months ended June 30, 2017 2016 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 1,130,525 84.2 % $ 1,194,326 83.0 % $ (63,801) (5.3) % Assisted/Senior living facilities 24,125 1.8 % 30,431 2.1 % (6,306) (20.7) % Administration of third party facilities 2,319 0.2 % 2,870 0.2 % (551) (19.2) % Elimination of administrative services (385) — % (362) — % (23) 6.4 % Inpatient services, net 1,156,584 86.2 % 1,227,265 85.3 % (70,681) (5.8) % Rehabilitation therapy services: Total therapy services 242,917 18.1 % 275,049 19.1 % (32,132) (11.7) % Elimination intersegment rehabilitation therapy services (94,496) (7.0) % (103,472) (7.2) % 8,976 (8.7) % Third party rehabilitation therapy services 148,421 11.1 % 171,577 11.9 % (23,156) (13.5) % Other services: Total other services 44,221 3.3 % 45,334 3.2 % (1,113) (2.5) % Elimination intersegment other services (7,950) (0.6) % (5,818) (0.4) % (2,132) 36.6 % Third party other services 36,271 2.7 % 39,516 2.8 % (3,245) (8.2) % Net revenues $ 1,341,276 100.0 % $ 1,438,358 100.0 % $ (97,082) (6.7) % Six months ended June 30, 2017 2016 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 2,300,450 84.1 % $ 2,402,759 82.5 % $ (102,309) (4.3) % Assisted/Senior living facilities 48,077 1.8 % 61,350 2.1 % (13,273) (21.6) % Administration of third party facilities 4,752 0.2 % 5,949 0.2 % (1,197) (20.1) % Elimination of administrative services (769) — % (737) — % (32) 4.3 % Inpatient services, net 2,352,510 86.1 % 2,469,321 84.8 % (116,811) (4.7) % Rehabilitation therapy services: Total therapy services 499,134 18.3 % 560,161 19.3 % (61,027) (10.9) % Elimination intersegment rehabilitation therapy services (195,026) (7.1) % (209,904) (7.2) % 14,878 (7.1) % Third party rehabilitation therapy services 304,108 11.2 % 350,257 12.1 % (46,149) (13.2) % Other services: Total other services 90,267 3.3 % 101,960 3.5 % (11,693) (11.5) % Elimination intersegment other services (16,477) (0.6) % (10,962) (0.4) % (5,515) 50.3 % Third party other services 73,790 2.7 % 90,998 3.1 % (17,208) (18.9) % Net revenues $ 2,730,408 100.0 % $ 2,910,576 100.0 % $ (180,168) (6.2) % A summary of the Company’s unaudited condensed consolidated statement of operations follows (in thousands): Three months ended June 30, 2017 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 1,156,969 $ 242,917 $ 44,144 $ 77 $ (102,831) $ 1,341,276 Salaries, wages and benefits 508,509 201,944 28,949 — — 739,402 Other operating expenses 442,031 18,628 14,467 — (102,831) 372,295 General and administrative costs — — — 41,187 — 41,187 Provision for losses on accounts receivable 20,127 3,680 214 (36) — 23,985 Lease expense 37,449 7 300 478 — 38,234 Depreciation and amortization expense 51,837 3,866 172 4,352 — 60,227 Interest expense 103,325 14 10 20,939 — 124,288 Loss on extinguishment of debt — — — 2,301 — 2,301 Investment income — — — (1,392) — (1,392) Other loss — — — 4,190 — 4,190 Transaction costs — — — 3,781 — 3,781 Customer receivership — — — 35,566 — 35,566 Equity in net (income) loss of unconsolidated affiliates — — — (563) 475 (88) (Loss) income before income tax benefit (6,309) 14,778 32 (110,726) (475) (102,700) Income tax expense — — — 2,803 — 2,803 (Loss) income from continuing operations $ (6,309) $ 14,778 $ 32 $ (113,529) $ (475) $ (105,503) Three months ended June 30, 2016 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 1,227,627 $ 275,049 $ 45,220 $ 114 $ (109,652) $ 1,438,358 Salaries, wages and benefits 572,676 229,533 30,484 — — 832,693 Other operating expenses 428,550 19,683 11,580 — (109,652) 350,161 General and administrative costs — — — 45,026 — 45,026 Provision for losses on accounts receivable 24,324 4,795 608 (46) — 29,681 Lease expense 36,006 23 410 529 — 36,968 Depreciation and amortization expense 60,056 3,074 328 4,495 — 67,953 Interest expense 110,057 15 4 23,784 — 133,860 Loss on extinguishment of debt — — — 468 — 468 Investment income — — — (658) — (658) Other income — — — (42,923) — (42,923) Transaction costs — — — 4,993 — 4,993 Skilled Healthcare and other loss contingency expense — — — 13,566 — 13,566 Equity in net (income) loss of unconsolidated affiliates — — — (1,174) 677 (497) (Loss) income before income tax benefit (4,042) 17,926 1,806 (47,946) (677) (32,933) Income tax expense — — — 3,086 — 3,086 (Loss) income from continuing operations $ (4,042) $ 17,926 $ 1,806 $ (51,032) $ (677) $ (36,019) Six months ended June 30, 2017 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 2,353,279 $ 499,134 $ 89,940 $ 327 $ (212,272) $ 2,730,408 Salaries, wages and benefits 1,089,932 414,696 59,268 — — 1,563,896 Other operating expenses 860,632 36,978 29,214 — (212,272) 714,552 General and administrative costs — — — 86,309 — 86,309 Provision for losses on accounts receivable 40,370 6,667 548 (72) — 47,513 Lease expense 72,766 14 595 959 — 74,334 Depreciation and amortization expense 107,817 7,613 339 8,827 — 124,596 Interest expense 206,642 28 19 42,353 — 249,042 Loss on extinguishment of debt — — — 2,301 — 2,301 Investment income — — — (2,501) — (2,501) Other loss — — — 13,224 — 13,224 Transaction costs — — — 6,806 — 6,806 Customer receivership — — — 35,566 — 35,566 Equity in net (income) loss of unconsolidated affiliates — — — (1,131) 909 (222) (Loss) income before income tax benefit (24,880) 33,138 (43) (192,314) (909) (185,008) Income tax expense — — — 4,087 — 4,087 (Loss) income from continuing operations $ (24,880) $ 33,138 $ (43) $ (196,401) $ (909) $ (189,095) Six months ended June 30, 2016 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 2,470,058 $ 560,161 $ 101,744 $ 216 $ (221,603) $ 2,910,576 Salaries, wages and benefits 1,161,578 469,969 68,863 — — 1,700,410 Other operating expenses 867,249 40,024 25,588 — (221,603) 711,258 General and administrative costs — — — 93,453 — 93,453 Provision for losses on accounts receivable 47,669 7,443 1,154 (92) — 56,174 Lease expense 72,302 47 940 995 — 74,284 Depreciation and amortization expense 113,895 6,194 642 8,987 — 129,718 Interest expense 219,046 29 20 49,946 — 269,041 Loss on extinguishment of debt — — — 468 — 468 Investment income — — — (1,139) — (1,139) Other income — — — (42,911) — (42,911) Transaction costs — — — 6,747 — 6,747 Skilled Healthcare and other loss contingency expense — — — 15,192 — 15,192 Equity in net (income) loss of unconsolidated affiliates — — — (2,286) 1,026 (1,260) (Loss) income before income tax expense (11,681) 36,455 4,537 (129,144) (1,026) (100,859) Income tax expense — — — 6,150 — 6,150 (Loss) income from continuing operations $ (11,681) $ 36,455 $ 4,537 $ (135,294) $ (1,026) $ (107,009) In July 2017, a significant customer of the Company’s rehabilitation therapy services business filed for receivership. This customer operated 65 skilled nursing facilities in six states at the time of the filing. The Company has recorded a $35.6 million non-cash impairment charge in the three and six months ended June 30, 2017 and separately classified the charge in the line item “customer receivership” in the unaudited consolidated statements of operations. The customer receivership charge has been presented as a corporate charge for segment information purposes as management believes these costs do not accurately reflect the underlying performance of the rehabilitation therapy services operating segment. In the three and six months ended June 30, 2017, the Company recognized revenues of $9.4 million and $18.8 million, respectively, for the customer that filed for receivership compared to $10.0 million and $20.3 million, respectively, for the same periods in the prior year. In the three and six months ended June 30, 2017, the Company recognized income from continuing operations of $1.6 million and $3.0 million, respectively, for the customer that filed for receivership compared to $1.7 million and $3.5 million, respectively, for the same periods in the prior year. The following table presents the segment assets as of June 30, 2017 compared to December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Inpatient services $ 4,965,170 $ 5,194,811 Rehabilitation therapy services 411,764 454,723 Other services 66,632 67,348 Corporate and eliminations 71,222 62,319 Total assets $ 5,514,788 $ 5,779,201 The following table presents segment goodwill as of June 30, 2017 compared to December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Inpatient services $ 353,570 $ 355,070 Rehabilitation therapy services 73,814 73,814 Other services 11,828 11,828 Total goodwill $ 439,212 $ 440,712 With the divestiture of eight of the Company’s skilled nursing facilities in the six months ended June 30, 2017, the Company derecognized goodwill of $1.5 million in its inpatient segment. See Note 3 – “ Significant Transactions and Events – Skilled Nursing Facility Divestitures .”

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	(6) Property and Equipment Property and equipment consisted of the following as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Land, buildings and improvements $ 676,028 $ 673,092 Capital lease land, buildings and improvements 763,350 818,273 Financing obligation land, buildings and improvements 2,594,080 2,584,178 Equipment, furniture and fixtures 453,548 447,767 Construction in progress 55,225 49,859 Gross property and equipment 4,542,231 4,573,169 Less: accumulated depreciation (872,080) (807,776) Net property and equipment $ 3,670,151 $ 3,765,393 In the six months ended June 30, 2017, the Company amended one of its master lease agreements resulting in a net capital lease asset write-down of $14.9 million. See Note 3 – “ Significant Transactions and Events – Skilled Nursing Facility Divestitures.” The write-down consisted of $55.6 million of gross capital lease asset included in the line description “Capital lease land, buildings and improvements” offset by $40.7 million of accumulated depreciation.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2017
Long-Term Debt Abstract
Long-Term Debt	(7) Long-Term Debt Long-term debt at June 30, 2017 and December 31, 2016 consisted of the following (in thousands): June 30, 2017 December 31, 2016 Revolving credit facilities, net of debt issuance costs of $9,375 at June 30, 2017 and $9,220 at December 31, 2016 $ 364,175 $ 383,630 Term loan agreement, net of debt issuance costs of $3,604 at June 30, 2017 and $3,859 at December 31, 2016 116,142 116,174 Real estate bridge loans, net of debt issuance costs of $3,934 at June 30, 2017 and $4,400 at December 31, 2016 295,440 313,549 HUD insured loans, net of debt issuance costs of $5,283 at June 30, 2017 and $4,773 at December 31, 2016 256,320 241,570 Notes payable, net of convertible debt discount of $891 at June 30, 2017 and $990 at December 31, 2016 76,287 73,829 Mortgages and other secured debt (recourse) 12,884 13,235 Mortgages and other secured debt (non-recourse), net of debt issuance costs of $123 at June 30, 2017 and $131 at December 31, 2016 28,592 29,157 1,149,840 1,171,144 Less: Current installments of long-term debt (23,770) (24,594) Long-term debt $ 1,126,070 $ 1,146,550 Revolving Credit Facilities The Company’s revolving credit facilities, as amended, (the Revolving Credit Facilities) consist of a senior secured, asset-based revolving credit facility of up to $531.3 million under four separate tranches: Tranche A-1, Tranche A-2, FILO Tranche and HUD Tranche. The Revolving Credit Facilities mature on February 2, 2020. 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 four tranches, and in regards to LIBOR loans (i) for Tranche A-1 ranges from 3.00% to 3.50%; (ii) for Tranche A-2 ranges from 3.00% to 3.50%; (iii) for FILO Tranche is 6.00%, and (iv) for HUD Tranche ranges from 2.50% to 3.00%. The applicable margin is based on the level of commitments for all four tranches, and in regards to base rate loans (i) for Tranche A-1 ranges from 2.00% to 2.50%; (ii) for Tranche A-2 ranges from 2.00% to 2.50%; (iii) for FILO Tranche is 5.00%; and (iv) for HUD Tranche ranges from 1.50% to 2.00%. 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. The Revolving Credit Facilities contain financial, affirmative and negative covenants, and events of default that are substantially identical to those of the Term Loan Agreement (as defined below), but also contain a minimum liquidity covenant and a springing minimum fixed charge coverage covenant tied to the minimum liquidity requirement. The most restrictive financial covenant is the maximum leverage ratio which requires the Company to maintain a leverage ratio, as defined, of no more than 7.25 to 1.0 through December 31, 2017 and stepping down gradually over the course of the loan to 6.5 to 1.0 beginning in 2020. Borrowings and interest rates under the four tranches were as follows at June 30, 2017 (in thousands, except percentages): Weighted Average Revolving Credit Facilities Commitment Borrowings Interest FILO tranche $ 6,250 $ 6,250 7.23 % Tranche A-1 440,000 302,500 5.08 % Tranche A-2 50,000 38,800 4.71 % HUD tranche 35,000 26,000 4.54 % $ 531,250 $ 373,550 5.04 % As of June 30, 2017, the Company had a total borrowing base capacity of $473.0 million with outstanding borrowings under the Revolving Credit Facilities of $373.6 million and $55.4 million of drawn letters of credit securing insurance and lease obligations, leaving the Company with approximately $44.0 million of available borrowing capacity under the Revolving Credit Facilities. Term Loan Agreement The Company and certain of its affiliates, including FC-GEN Operations Investment, LLC (the Borrower) are party to a four-year term loan agreement (the Term Loan Agreement) with an affiliate of Welltower Inc. (Welltower) and an affiliate of Omega Healthcare Investors, Inc. (Omega). The Term Loan Agreement provides for term loans (the Term Loans) in the aggregate principal amount of $120.0 million, with scheduled annual amortization of 2.5% of the initial principal balance in years one, two and three, and 5.0% in year four. The Term Loan Agreement has a maturity date of July 29, 2020. Borrowings under the Term Loan Agreement bear interest at a rate equal to a base rate (subject to a floor of 1.00%) or an ABR rate (subject to a floor of 2.0%), plus in each case a specified applicable margin. The initial applicable margin for base rate loans is 13.0% per annum and the initial applicable margin for ABR rate loans is 12.0% per annum. At the Company’s election, with respect to either base rate or ABR rate loans, up to 2.0% of the interest may be paid either in cash or paid-in-kind. As of June 30, 2017, the Term Loans had an outstanding principal balance of $119.7 million. The Term Loan Agreement is secured by a first priority lien on the equity interests of the subsidiaries of the Company and the Borrower as well as certain other assets of the Company, the Borrower and their subsidiaries, subject to certain exceptions. The Term Loan Agreement is also secured by a junior lien on the assets that secure the Revolving Credit Facilities, as amended, on a first priority basis. Welltower and Omega, or their respective affiliates, are each currently landlords under certain master lease agreements to which the Company and/or its affiliates are tenants. The Term Loan Agreement contains financial, affirmative and negative covenants, and events of default that are customary for debt securities of this type. Financial covenants include four maintenance covenants which require the Company to maintain a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and maximum capital expenditures. The most restrictive financial covenant is the maximum leverage ratio which requires the Company to maintain a leverage ratio, as defined therein, of no more than 7.25 to 1.0 through December 31, 2017 and stepping down gradually over the course of the loan to 6.5 to 1.0 beginning in 2020. Real Estate Bridge Loans The Company is party to four separate bridge loan agreements with Welltower (Welltower Bridge Loans). The Welltower Bridge Loans have an effective date of October 1, 2016 and are the result of the combination of two real estate bridge loans executed in 2015 upon the Company’s separate acquisitions of the real property of 87 skilled nursing and assisted living facilities. The Welltower Bridge Loans are 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 Welltower Bridge Loans. Each Welltower Bridge Loan has a maturity date of January 1, 2022 and a 10.0% interest rate that increases annually by 0.25% beginning January 1, 2018. At June 30, 2017, the Welltower Bridge Loans are secured by a mortgage lien on the real property of the 40 facilities and a second lien on certain receivables of the operators of 24 of the facilities. In the six months ended June 30, 2017, the Welltower Bridge Loans were paid down $27.6 million, $9.0 million for the sale of three skilled nursing facilities and $18.6 million for the refinancing of bridge loan debt with HUD insured loans. See Note 3 – “ Significant Transactions and Events - Skilled Nursing Facility Divestitures” and “ Significant Transactions and Events - HUD Financings.” Of the four original separate bridge loan agreements, one was fully retired using proceeds from the sale of the three skilled nursing facilities in the six months ended June 30, 2017. The three remaining Welltower Bridge Loans have an outstanding principal balance of $289.5 million at June 30, 2017. On April 1, 2016, the Company acquired one skilled nursing facility and entered into a $9.9 million real estate bridge loan (the Other Real Estate Bridge Loan). The Other Real Estate Bridge Loan has a term of three years and accrues interest at a rate equal to LIBOR plus a margin of 4.00%. The Other Real Estate Bridge Loan bore interest of 5.23% at June 30, 2017. The Other 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 pay down the outstanding principal balance of the Other Real Estate Bridge Loan. The Other Real Estate Bridge Loan has an outstanding principal balance of $9.9 million at June 30, 2017. HUD Insured Loans As of June 30, 2017 the Company has 28 skilled nursing facility loans insured by HUD with a combined aggregate principal balance of $261.6 million, which includes a $13.8 million debt premium on 10 skilled nursing facility loans established in purchase accounting in connection with the Combination. In the six months ended June 30, 2017, 13 skilled nursing facilities with HUD insured loans were sold and the loans totaling $63.1 million were retired. See Note 3 – “ Significant Transactions and Events - Skilled Nursing Facility Divestitures.” Also in the six months ended June 30, 2017, two skilled nursing facilities were financed with HUD insured loans for $17.5 million. See Note 3 – “ Significant Transactions and Events - HUD Financings.” The HUD insured loans have an original amortization term of 30 to 35 years and an average remaining term of 30 years with fixed interest rates ranging from 3.0% to 4.2% and a weighted average interest rate of 3.5%. 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 thereafter. Any further HUD insured loans will require additional HUD approval. All HUD insured loans are non-recourse loans to the Company. All loans are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of June 30, 2017, the Company has total escrow reserve funds of $20.6 million with the loan servicer that are reported within prepaid expenses. Notes Payable In connection with Welltower’s sale of 64 skilled nursing facilities to Second Spring Healthcare Investments (Second Spring) on November 1, 2016, the Company issued a note totaling $51.2 million to Welltower. The note accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every May 1 and November 1. The note matures on October 30, 2020. The note has an outstanding accreted balance of $53.0 million at June 30, 2017. In connection with Welltower’s sale of 28 skilled nursing facilities to Cindat Best Years Welltower JV LLC (CBYW) on December 23, 2016, the Company issued two notes totaling $23.7 million to Welltower. The first note has an initial principal balance of $11.7 million and accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every June 15 and December 15. The note matures on December 15, 2021. The note has an outstanding accreted principal balance of $12.1 million at June 30, 2017. The second note has an initial principal balance of $12.0 million and accrues cash interest at 3% and paid-in-kind interest at 3%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every June 15 and December 15. From the second anniversary up to the day before the note matures, CBYW can convert all or any portion of the note into fully paid shares of common stock at the conversion rate of 3,000,000 shares of common stock per the full accreted principal amount of the note. The note matures on December 15, 2021. The note has an outstanding accreted principal balance of $12.2 million at June 30, 2017. 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 with a weighted average interest rate of 3.2% at June 30, 2017, 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 with a weighted average interest rate of 4.5% at June 30, 2017. Maturity dates range 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 aggregate principal balance of these loans includes a $1.7 million debt premium on one debt instrument. The Company’s consolidated current installment of long-term debt increased $11.5 million due to the reclassification of a non-recourse loan of $11.5 million, which has a maturity date of March 27, 2018. Debt Covenants The Revolving Credit Facilities, the Term Loan Agreement and the Welltower Bridge Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio, a springing minimum fixed charge coverage ratio tied to minimum liquidity and maximum capital expenditures. At June 30, 2017, the Company is in compliance with all covenants contained in the Credit Facilities. The Company’s ability to maintain compliance with its debt covenants depends in part on management’s ability to increase revenue and control costs. Should the Company fail to comply with its debt covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing credit agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position. Although the Company is in compliance and projects to be in compliance with its material debt covenants through August 9, 2018, at a minimum, the ongoing uncertainty related to the impact of healthcare reform initiatives and other systemic industry risks may have an adverse impact on the Company’s ability to remain in compliance with its covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Affordable Care Act currently being considered in Congress, among others. There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet its debt covenants in the future. Management has considered these factors and has devised certain strategies that could be implemented to address the ramifications of these uncertainties. Such strategies include, but are not limited to, cost containment measures and possible divestitures of less profitable facilities. Failure to maintain compliance with financial covenants contained in the Company’s Credit Facilities or a failure to obtain timely and effective waivers with respect to a breach of such financial covenants could have a material adverse effect on its liquidity and financial condition. The maturity of total debt of $1,157.6 million, excluding debt issuance costs and other non-cash debt discounts and premiums, at June 30, 2017 is as follows (in thousands): Twelve months ended June 30, 2018 $ 24,537 2019 26,337 2020 377,229 2021 175,209 2022 319,870 Thereafter 234,378 Total debt maturity $ 1,157,560

Leases and Lease Commitments

Leases and Lease Commitments	6 Months Ended
	Jun. 30, 2017
Leases and Lease Commitments
Leases and Lease Commitments	(8) Leases and Lease Commitments The Company leases certain facilities under capital and operating leases. Future minimum payments for the next five years and thereafter under such leases at June 30, 2017 are as follows (in thousands): Twelve months ended June 30, Capital Leases Operating Leases 2018 $ 90,977 $ 142,049 2019 94,061 139,710 2020 92,837 138,641 2021 94,803 136,154 2022 96,865 117,836 Thereafter 2,991,916 249,528 Total future minimum lease payments 3,461,459 $ 923,918 Less amount representing interest (2,464,951) Capital lease obligation 996,508 Less current portion (3,464) Long-term capital lease obligation $ 993,044 Capital Lease Obligations The capital lease obligations represent the present value of future minimum lease payments under such capital lease and cease use arrangements and bear a weighted average imputed interest rate of 10.0% at June 30, 2017, and mature at dates ranging from 2017 to 2047. Deferred Lease Balances At June 30, 2017 and December 31, 2016, the Company had $39.4 million and $43.0 million, respectively, of favorable leases net of accumulated amortization, included in identifiable intangible assets, and $22.8 million and $28.8 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 arise through the acquisition of operating leases in place that 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 its cost above market rates. These assets and liabilities amortize as lease expense over the remaining term of the respective leases on a straight-line basis. At June 30, 2017 and December 31, 2016, the Company had $32.2 million and $31.6 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 and a minimum consolidated fixed charge coverage. The Company has master lease agreements with Welltower, Sabra Health Care REIT, Inc. (Sabra), Second Spring and Omega (collectively, the Master Lease Agreements). The Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At June 30, 2017, the Company is in compliance with all covenants contained in the Master Lease Agreements. At June 30, 2017, the Company has a master lease agreement with CBYW involving 28 of its facilities. The Company did not meet certain financial covenants contained in this master lease agreement at June 30, 2017. The Company received a waiver for this covenant breach through August 9, 2018. The Company continues to work with CBYW to amend this lease and the related financial covenants. At June 30, 2017, the Company did not meet certain financial covenants contained in three leases related to 26 of its facilities. The Company is and expects to continue to be current in the timely payment of its obligations under such leases. These leases do not have cross default provisions, nor do they trigger cross default provisions in any of the Company’s other loan or lease agreements. The Company will continue to work with the related credit parties to amend such leases and the related financial covenants. The Company does not believe the breach of such financial covenants at June 30, 2017 will have a material adverse impact on it. The Company has been afforded certain cure rights to such defaults by posting collateral in the form of additional letters of credit or security deposit. The Company’s ability to maintain compliance with its lease covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly lease covenant compliance requirements. Should the Company fail to comply with its lease covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position. Although the Company is in compliance and projects to be in compliance with the covenants in its material lease agreements through August 9, 2018, at a minimum, the ongoing uncertainty related to the impact of healthcare reform initiatives and other systemic industry risks may have an adverse impact on the Company’s ability to remain in compliance with its covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Affordable Care Act currently being considered in Congress, among others. There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet its lease covenants in the future. Management has considered these factors and has devised certain strategies that could be implemented to address the ramifications of these uncertainties. Such strategies include, but are not limited to, cost containment measures and possible divestitures of less profitable facilities. Failure to maintain compliance with financial covenants contained in the Company’s Master Lease Agreements or a failure to obtain timely and effective waivers with respect to a breach of such financial covenants could have a material adverse effect on its liquidity and financial condition.

Financing Obligation

Financing Obligation	6 Months Ended
	Jun. 30, 2017
Financing Obligation
Financing Obligation	(9) Financing obligations represent the present value of future minimum lease payments under such lease arrangements and bear a weighted average imputed interest rate of 10.6% at June 30, 2017, and mature at dates ranging from 2021 to 2043. Future minimum payments for the next five years and thereafter under leases classified as financing obligations at June 30, 2017 are as follows (in thousands): Twelve months ended June 30, 2018 $ 273,340 2019 279,224 2020 285,710 2021 292,496 2022 292,526 Thereafter 7,989,560 Total future minimum lease payments 9,412,856 Less amount representing interest (6,511,080) Financing obligations $ 2,901,776 Less current portion (1,777) Long-term financing obligations $ 2,899,999

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	(10) Income Taxes The Company effectively owns 60.5% 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. FC-GEN is subject to income taxes in several U.S. state and local jurisdictions. The income taxes assessed by these jurisdictions are included in the Company’s tax provision, but at its 60.5% ownership of FC-GEN. For the three months ended June 30, 2017, the Company recorded income tax expense of $2.8 million from continuing operations, representing an effective tax rate of (2.7)%, compared to income tax expense of $3.1 million from continuing operations, representing an effective tax rate of (9.4)%, for the same period in 2016. For the six months ended June 30, 2017, the Company recorded income tax expense of $4.1 million from continuing operations, representing an effective tax rate of (2.2)%, compared to income tax expense of $6.2 million from continuing operations, representing an effective tax rate of (6.1)%, for the same period in 2016. The change in the effective tax rate for the six months ended June 30, 2017, is attributable to a one-time adjustment to the Company’s deferred tax liability that was recorded in the six months ended June 30, 2016 reporting period. In addition, during the three months ended September 30, 2016 reporting period, the Company released a $28.2 million FASB Interpretation No. 48 (FIN 48) reserve due to the expiration of the statute of limitations regarding Sun Healthcare’s utilization of its net operating loss carryforward to offset built-in-gain pursuant to Internal Revenue Code (IRC) Section 382, significantly reducing the quarterly accrual of interest and penalty under FIN 48. The Company continues to assess the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard. Management had previously determined that the Company would not realize its deferred tax assets and established a valuation allowance against the deferred tax assets. As of June 30, 2017, management has determined that the valuation allowance is still necessary. The Company’s Bermuda captive insurance company is expected to generate positive U.S. federal taxable income in 2017, with no net operating loss to offset its taxable income. The captive also does not have any tax credits to offset its U.S. federal income tax. The Company provides rehabilitation therapy services within the People’s Republic of China and Hong Kong. At June 30, 2017, these business operations remain in their respective startup stage. Management does not anticipate these operations will generate taxable income in the near term. The operations currently do not have a material effect on the Company’s effective tax rate. Exchange Rights and Tax Receivable Agreement Following the Combination, the owners of FC-GEN have the right to exchange their membership units in FC-GEN , along with an equivalent number of Class C shares, 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 would increase and its purchase price would 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 affected assets. There were exchanges of 2,048,869 FC-GEN units and Class C shares during the six months ended June 30, 2017 equating to 2,049,222 Class A shares and no exchanges for the same period in 2016. The exchanges during the six months ended June 30, 2017 resulted in a $12.8 million IRC Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN. 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 Internal Revenue Service (IRS) to challenge the Company’s tax reporting positions, FC-GEN will not be reimbursed for any overpayments previously made under the TRA, but any overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that FC-GEN actually realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(11) 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 current policy year is 1.48%. 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 $8.8 million and $8.9 million as of June 30, 2017 and December 31, 2016, respectively. The reserves for general and professional liability are recorded on an undiscounted basis. For the three months ended June 30, 2017 and 2016, the provision for general and professional liability risk totaled $33.9 million and $35.3 million, respectively. For the six months ended June 30, 2017 and 2016, the provision for general and professional liability risk totaled $68.4 million and $70.2 million, respectively. The reserves for general and professional liability were $409.2 million and $392.1 million as of June 30, 2017 and December 31, 2016, respectively. For the three months ended June 30, 2017 and 2016, the provision for workers’ compensation risk totaled $11.7 million and $3.9 million, respectively. For the six months ended June 30, 2017 and 2016, the provision for workers’ compensation risk totaled $28.9 million and $22.1 million, respectively. The reserves for workers’ compensation risks were $222.7 million and $226.0 million as of June 30, 2017 and December 31, 2016, 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. This accrual for incurred but not yet reported claims was $19.0 million and $19.6 million as of June 30, 2017 and December 31, 2016, respectively. 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 and certain of its subsidiaries are involved in various litigation and regulatory investigations arising in the ordinary course of business. While there can be no assurance, 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. However, the Company’s assessment of materiality may be affected by limited information (particularly in the early stages of government investigations). Accordingly, the Company’s assessment of materiality may change in the future based upon availability of discovery and further developments in the proceedings at issue. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. From time to time the Company may enter into confidential discussions regarding the potential settlement of pending investigations or litigation. There are a variety of factors that influence the Company’s decisions to settle and the amount it may choose to pay, including the strength of the Company’s case, developments in the investigation or litigation, the behavior of other interested parties, the demand on management time and the possible distraction of the Company’s employees associated with the case and/or the possibility that the Company may be subject to an injunction or other equitable remedy. The settlement of any pending investigation, litigation or other proceedings could require the Company to make substantial settlement payments and result in its incurring substantial costs. Settlement Agreement On June 9, 2017, the Company and the U.S. Department of Justice (the DOJ) entered into a settlement agreement regarding four matters arising out of the activities of Skilled or Sun Healthcare prior to their operations becoming part of the Company’s operations (collectively, the Successor Matters). The four matters are: the Creekside Hospice Litigation, the Therapy Matters Investigation, the Staffing Matters Investigation and the SunDance Part B Therapy Matter (each as defined below). The Company agreed to the settlement in order to resolve the allegations underlying the Successor Matters and to avoid the uncertainty and expense of litigation. The settlement agreement calls for payment of a collective settlement amount of $52.7 million (the Settlement Amount), including separate Medicaid repayment agreements with each affected state Medicaid program. The Settlement Amount has been recorded fully in accrued expenses in the consolidated balance sheets at December 31, 2016. The Company will remit the Settlement Amount over a period of five (5) years. The first installment was paid in June 2017. The remaining outstanding Settlement Amount at June 30, 2017 is $50.9 million, of which $8.0 million is recorded in accrued expenses and $42.9 million is recorded in other long-term liabilities. Creekside Hospice Litigation On August 2, 2013, the United States Attorney for the District of Nevada and the Civil Division of the DOJ informed Skilled that its Civil Division was investigating Skilled, as well as its then subsidiary, Creekside Hospice II, LLC, for possible violations of federal and state healthcare fraud and abuse laws and regulations (the Creekside Hospice Litigation). Those laws could have included the federal False Claims Act (FCA) and the Nevada False Claims Act (NFCA). The FCA provides for civil and administrative fines and penalties, plus treble damages. The NFCA provides for similar fines and penalties, including treble damages. Violations of those federal or state laws could also subject the Company and/or its subsidiaries to exclusion from participation in the Medicare and Medicaid programs. On or about August 6, 2014, in relation to the investigation the DOJ filed a notice of intervention in two pending qui tam proceedings filed by private party relators under the FCA and the NFCA and advised that it intended 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 (prior to the Combination) did not meet Medicare requirements for reimbursement and were in violation of the civil False Claims Act. Therapy Matters Investigation In February 2015, representatives of the DOJ informed the Company that they were investigating the provision of therapy services at certain Skilled facilities from 2005 through 2013 (prior to the Combination) 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 such services (the Therapy Matters Investigation). Those laws could have included the FCA and similar state laws. Staffing Matters Investigation In February 2015, representatives of the DOJ informed the Company that it intended to pursue legal action against the Company and certain of its subsidiaries related to staffing and certain quality of care allegations at certain Skilled facilities that occurred prior to the Combination, 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). Those laws could have included the FCA and similar state laws. SunDance Part B Therapy Matter A subsidiary of Sun Healthcare, SunDance Rehabilitation Corp. (SunDance), operates an outpatient agency licensed to provide Medicare Part B therapy services at assisted/senior living facilities in Georgia and is a party to a qui tam proceeding that was filed by a private party relator 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 filed a notice of intervention in this matter in March 2016 and asserts that certain SunDance claims for therapy services did not meet Medicare requirements for reimbursement.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2017
Fair Value of Financial Instruments
Fair Value Measurements	(12) The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash and investments in marketable securities, accounts receivable, accounts payable and current and long-term debt. The Company’s financial instruments, other than its 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 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 present the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016, 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 June 30, Identical Assets Observable Inputs Inputs Assets: 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 64,745 $ 64,745 $ — $ — Restricted cash and equivalents 13,317 13,317 — — Restricted investments in marketable securities 148,382 148,382 — — Total $ 226,444 $ 226,444 $ — $ — 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: 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 51,408 $ 51,408 $ — $ — Restricted cash and equivalents 12,052 12,052 — — Restricted investments in marketable securities 143,974 143,974 — — Total $ 207,434 $ 207,434 $ — $ — 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 (in thousands): June 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facilities $ 364,175 $ 364,175 $ 383,630 $ 383,630 Term loan agreement 116,142 116,142 116,174 116,174 Real estate bridge loans 295,440 295,440 313,549 313,549 HUD insured loans 256,320 243,012 241,570 226,983 Notes payable 76,287 76,287 73,829 73,829 Mortgages and other secured debt (recourse) 12,884 12,884 13,235 13,235 Mortgages and other secured debt (non-recourse) 28,592 28,592 29,157 29,157 $ 1,149,840 $ 1,136,532 $ 1,171,144 $ 1,156,557 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 tables presents the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands): Impairment Charges - Carrying Value Six months ended June 30, 2017 June 30, 2017 Assets: Property and equipment, net $ 3,670,151 $ — Goodwill 439,212 — Intangible assets, net 162,344 — Impairment Charges - Carrying Value Six months ended December 31, 2016 June 30, 2016 Assets: Property and equipment, net $ 3,765,393 $ — Goodwill 440,712 — Intangible assets, net 175,566 — The fair value of tangible and intangible assets is determined using a discounted cash flow approach, which is a significant unobservable input (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique). These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, 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 affect 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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Disclosures	(13) Related Party Transactions Prior to the Combination on February 2, 2015, FC-GEN was wholly owned by private investors sponsored by affiliates of Formation Capital, LLC (Formation). The Company provides rehabilitation therapy services to certain facilities owned and operated by affiliates of FC-GEN’s sponsors. These services resulted in net revenue of $36.4 million and $74.0 million in the three and six months ended June 30, 2017, respectively, as compared to net revenue of $40.1 million and $80.5 million in the three and six months ended June 30, 2016, respectively. The services resulted in net accounts receivable balances of $78.4 million and $79.7 million at June 30, 2017 and December 31, 2016, respectively. The Company contracts with FC PAC Holdings, LLC (FC PAC) to provide hospice and diagnostic services in the normal course of business. FC PAC ownership includes affiliates of Formation, some of whom are members of the Company’s board of directors (the Board). On May 1, 2016, the Company entered into preferred provider and affiliation agreements with FC PAC. Fees for these services amounted to $3.0 million and $5.7 million in the three and six months ended June 30, 2017, respectively, as compared to $3.1 million and $6.5 million in the three and six months ended June 30, 2016, respectively. Effective May 1, 2016, the Company completed the sale of its hospice and home health operations to FC Compassus LLC for $72 million in cash and a $12 million interest-bearing note. Certain members of the Board indirectly beneficially hold ownership interests in FC Compassus LLC totaling less than 10% in the aggregate. The combined note and accrued interest balance of $14.1 million remains outstanding at June 30, 2017.

General Information - 10Q (Poli

General Information - 10Q (Policies)	6 Months Ended
	Jun. 30, 2017
General Information
Company History	Company History Genesis Healthcare, Inc., a Delaware corporation, was incorporated in October 2005 under the name of SHG Holding Solutions, Inc., and subsequently changed its name to Skilled Healthcare Group, Inc. (Skilled). On February 2, 2015, Skilled combined its businesses and operations (the Combination) with FC-GEN Operations Investment, LLC, a Delaware limited liability company (FC-GEN), pursuant to a Purchase and Contribution Agreement dated August 18, 2014. In connection with the Combination, Skilled changed its name to Genesis Healthcare, Inc. Effective December 1, 2012, FC-GEN completed the acquisition of Sun Healthcare Group, Inc. (Sun Healthcare) and its subsidiaries.
Description of Business	Description of Business Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company or Genesis) owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services 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. At June 30, 2017, the Company provides inpatient services through 473 skilled nursing, assisted/senior living and behavioral health centers located in 30 states. Revenues of the Company’s owned, leased and otherwise consolidated centers constitute approximately 86% 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 11% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing 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 its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss 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 June 30, 2017. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q of Regulation S-X and do not include all of the disclosures normally required by U.S. GAAP or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission (the SEC) on Form 10-K on March 6, 2017.
Going Concern Considerations	Going Concern Considerations The accompanying unaudited financial statements have been prepared on the basis the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued ( August 9, 2017 ). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before August 9, 2018. In the Company’s assessment of its financial condition and liquidity as of June 30, 2017 and through the 12 month anniversary of the filing of this Quarterly Report on Form 10-Q, the Company’s debt and lease financial covenant compliance requirements were considered. The Company’s ability to maintain compliance with its debt and lease covenants depends in part on management’s ability to increase revenue and control costs. Should the Company fail to comply with its debt covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position. See Note 7 – “Long-term Debt – Debt Covenants” and Note 8 – “Leases and Lease Commitments – Lease Covenants.” Additionally, although the Company is in compliance and projects to be in compliance with the covenants contained in its material debt and lease agreements through August 9, 2018, at a minimum, the ongoing uncertainty related to the impact of healthcare reform initiatives and other systemic industry risks may have an adverse impact on its ability to remain in compliance with its covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Affordable Care Act currently being considered in Congress, among others. There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet its debt and lease covenants in the future. The Company has considered these factors and has devised certain strategies that could be implemented to address the ramifications of these uncertainties. Such strategies include, but are not limited to, additional cost containment measures and possible divestitures of less profitable facilities. Failure to maintain compliance with financial covenants contained in its Credit Facilities or Master Lease Agreements or a failure to obtain timely and effective waivers with respect to a breach of such financial covenants could have a material adverse effect on its liquidity and financial condition.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which is intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company adopted ASU 2016-09 effective January 1, 2017. Its adoption had no material impact on the Company’s consolidated financial condition and results of operations. Recently Issued Accounting Pronouncements In May 2014, 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. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (ASU 2016-20), which serves to narrow aspects of the guidance issued in ASU 2014-09. The adoption of ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. There are two allowed adoption methods, (1) the full retrospective method, or (2) the modified retrospective method. The full retrospective method requires recognition of the cumulative effect of applying the new standard at the earliest period presented. The modified retrospective method requires recognition of the cumulative effect of applying the new standard at the date of initial application. The Company will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective method. The Company’s evaluation of the impact of ASU 2014-09 has been ongoing since its original issuance and continues to progress in 2017. The Company is not yet in a position to conclude on the total effect these standards will have on its consolidated financial condition and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value; and requires separate presentation of financial assets and financial liabilities by measurement category. The new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company does not expect the adoption of ASU 2016-01 to have a material impact on its consolidated financial condition and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which 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. ASU 2016-02 must be adopted using a modified retrospective transition. The adoption of ASU 2016-02 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 does not expect the adoption of this standard to have an impact on liquidity. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which addresses how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated statements of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted, including adoption in an interim period. The adoption of ASU 2016-18 is not expected to have a material impact on the Company’s consolidated statements of cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combination (805): Clarifying the Definition of a Business (ASU 2017-01), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted in certain circumstances. The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial condition and results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which serves to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company anticipates early adopting ASU 2017-04 when it performs its annual goodwill impairment test at September 30, 2017, and for any interim goodwill measurements that may be required in accordance with Accounting Standards Codification 350 – Intangibles – Goodwill and Other. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial condition and results of operations.

Certain Significant Risks and21

Certain Significant Risks and Uncertainties (Tables)	6 Months Ended
	Jun. 30, 2017
Certain Significant Risks and Uncertainties
Schedule of Services Segment Revenue by Source	Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Medicare 23 % 24 % 23 % 25 % Medicaid 55 % 54 % 55 % 53 % Insurance 12 % 12 % 12 % 12 % Private and other 10 % 10 % 10 % 10 % Total 100 % 100 % 100 % 100 %

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Loss Per Share
Reconciliation of the Numerator and Denominator Used in the Calculation of Net Income per Share (in thousands, except per share data)	Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Loss from continuing operations $ (105,503) $ (36,019) $ (189,095) $ (107,009) Less: Net loss attributable to noncontrolling interests (40,394) (12,985) (73,246) (40,974) Loss from continuing operations attributable to Genesis Healthcare, Inc. $ (65,109) $ (23,034) $ (115,849) $ (66,035) (Loss) income from discontinued operations, net of taxes (47) 61 (68) 23 Net loss attributable to Genesis Healthcare, Inc. $ (65,156) $ (22,973) $ (115,917) $ (66,012) Denominator: Weighted-average shares outstanding for basic and diluted net loss per share 93,273 89,421 92,581 89,310 Basic and diluted net loss per common share: Loss from continuing operations attributable to Genesis Healthcare, Inc. $ (0.70) $ (0.26) $ (1.25) $ (0.74) Loss from discontinued operations, net of taxes (0.00) 0.00 (0.00) 0.00 Net loss attributable to Genesis Healthcare, Inc. $ (0.70) $ (0.26) $ (1.25) $ (0.74)
Schedule of Anti-dilutive Securities (in thousands)	Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net loss Net loss Net loss Net loss attributable to attributable to attributable to attributable to Genesis Anti-dilutive Genesis Anti-dilutive Genesis Anti-dilutive Genesis Anti-dilutive Healthcare, Inc. shares Healthcare, Inc. shares Healthcare, Inc. shares Healthcare, Inc. shares Exchange of restricted stock units of noncontrolling interests $ (42,784) 61,811 $ (7,504) 64,461 $ (76,973) 62,320 $ (29,833) 64,461 Employee and director unvested restricted stock units — 1,129 — — — 1,541 — — Convertible note (111) 3,000 — — (222) 3,000 — —

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Information
Summary of Segmented Revenues	Three months ended June 30, 2017 2016 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 1,130,525 84.2 % $ 1,194,326 83.0 % $ (63,801) (5.3) % Assisted/Senior living facilities 24,125 1.8 % 30,431 2.1 % (6,306) (20.7) % Administration of third party facilities 2,319 0.2 % 2,870 0.2 % (551) (19.2) % Elimination of administrative services (385) — % (362) — % (23) 6.4 % Inpatient services, net 1,156,584 86.2 % 1,227,265 85.3 % (70,681) (5.8) % Rehabilitation therapy services: Total therapy services 242,917 18.1 % 275,049 19.1 % (32,132) (11.7) % Elimination intersegment rehabilitation therapy services (94,496) (7.0) % (103,472) (7.2) % 8,976 (8.7) % Third party rehabilitation therapy services 148,421 11.1 % 171,577 11.9 % (23,156) (13.5) % Other services: Total other services 44,221 3.3 % 45,334 3.2 % (1,113) (2.5) % Elimination intersegment other services (7,950) (0.6) % (5,818) (0.4) % (2,132) 36.6 % Third party other services 36,271 2.7 % 39,516 2.8 % (3,245) (8.2) % Net revenues $ 1,341,276 100.0 % $ 1,438,358 100.0 % $ (97,082) (6.7) % Six months ended June 30, 2017 2016 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 2,300,450 84.1 % $ 2,402,759 82.5 % $ (102,309) (4.3) % Assisted/Senior living facilities 48,077 1.8 % 61,350 2.1 % (13,273) (21.6) % Administration of third party facilities 4,752 0.2 % 5,949 0.2 % (1,197) (20.1) % Elimination of administrative services (769) — % (737) — % (32) 4.3 % Inpatient services, net 2,352,510 86.1 % 2,469,321 84.8 % (116,811) (4.7) % Rehabilitation therapy services: Total therapy services 499,134 18.3 % 560,161 19.3 % (61,027) (10.9) % Elimination intersegment rehabilitation therapy services (195,026) (7.1) % (209,904) (7.2) % 14,878 (7.1) % Third party rehabilitation therapy services 304,108 11.2 % 350,257 12.1 % (46,149) (13.2) % Other services: Total other services 90,267 3.3 % 101,960 3.5 % (11,693) (11.5) % Elimination intersegment other services (16,477) (0.6) % (10,962) (0.4) % (5,515) 50.3 % Third party other services 73,790 2.7 % 90,998 3.1 % (17,208) (18.9) % Net revenues $ 2,730,408 100.0 % $ 2,910,576 100.0 % $ (180,168) (6.2) %
Summaries of Condensed Consolidated Statements of Operations, Total Assets and Goodwill	A summary of the Company’s unaudited condensed consolidated statement of operations follows (in thousands): Three months ended June 30, 2017 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 1,156,969 $ 242,917 $ 44,144 $ 77 $ (102,831) $ 1,341,276 Salaries, wages and benefits 508,509 201,944 28,949 — — 739,402 Other operating expenses 442,031 18,628 14,467 — (102,831) 372,295 General and administrative costs — — — 41,187 — 41,187 Provision for losses on accounts receivable 20,127 3,680 214 (36) — 23,985 Lease expense 37,449 7 300 478 — 38,234 Depreciation and amortization expense 51,837 3,866 172 4,352 — 60,227 Interest expense 103,325 14 10 20,939 — 124,288 Loss on extinguishment of debt — — — 2,301 — 2,301 Investment income — — — (1,392) — (1,392) Other loss — — — 4,190 — 4,190 Transaction costs — — — 3,781 — 3,781 Customer receivership — — — 35,566 — 35,566 Equity in net (income) loss of unconsolidated affiliates — — — (563) 475 (88) (Loss) income before income tax benefit (6,309) 14,778 32 (110,726) (475) (102,700) Income tax expense — — — 2,803 — 2,803 (Loss) income from continuing operations $ (6,309) $ 14,778 $ 32 $ (113,529) $ (475) $ (105,503) Three months ended June 30, 2016 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 1,227,627 $ 275,049 $ 45,220 $ 114 $ (109,652) $ 1,438,358 Salaries, wages and benefits 572,676 229,533 30,484 — — 832,693 Other operating expenses 428,550 19,683 11,580 — (109,652) 350,161 General and administrative costs — — — 45,026 — 45,026 Provision for losses on accounts receivable 24,324 4,795 608 (46) — 29,681 Lease expense 36,006 23 410 529 — 36,968 Depreciation and amortization expense 60,056 3,074 328 4,495 — 67,953 Interest expense 110,057 15 4 23,784 — 133,860 Loss on extinguishment of debt — — — 468 — 468 Investment income — — — (658) — (658) Other income — — — (42,923) — (42,923) Transaction costs — — — 4,993 — 4,993 Skilled Healthcare and other loss contingency expense — — — 13,566 — 13,566 Equity in net (income) loss of unconsolidated affiliates — — — (1,174) 677 (497) (Loss) income before income tax benefit (4,042) 17,926 1,806 (47,946) (677) (32,933) Income tax expense — — — 3,086 — 3,086 (Loss) income from continuing operations $ (4,042) $ 17,926 $ 1,806 $ (51,032) $ (677) $ (36,019) Six months ended June 30, 2017 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 2,353,279 $ 499,134 $ 89,940 $ 327 $ (212,272) $ 2,730,408 Salaries, wages and benefits 1,089,932 414,696 59,268 — — 1,563,896 Other operating expenses 860,632 36,978 29,214 — (212,272) 714,552 General and administrative costs — — — 86,309 — 86,309 Provision for losses on accounts receivable 40,370 6,667 548 (72) — 47,513 Lease expense 72,766 14 595 959 — 74,334 Depreciation and amortization expense 107,817 7,613 339 8,827 — 124,596 Interest expense 206,642 28 19 42,353 — 249,042 Loss on extinguishment of debt — — — 2,301 — 2,301 Investment income — — — (2,501) — (2,501) Other loss — — — 13,224 — 13,224 Transaction costs — — — 6,806 — 6,806 Customer receivership — — — 35,566 — 35,566 Equity in net (income) loss of unconsolidated affiliates — — — (1,131) 909 (222) (Loss) income before income tax benefit (24,880) 33,138 (43) (192,314) (909) (185,008) Income tax expense — — — 4,087 — 4,087 (Loss) income from continuing operations $ (24,880) $ 33,138 $ (43) $ (196,401) $ (909) $ (189,095) Six months ended June 30, 2016 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 2,470,058 $ 560,161 $ 101,744 $ 216 $ (221,603) $ 2,910,576 Salaries, wages and benefits 1,161,578 469,969 68,863 — — 1,700,410 Other operating expenses 867,249 40,024 25,588 — (221,603) 711,258 General and administrative costs — — — 93,453 — 93,453 Provision for losses on accounts receivable 47,669 7,443 1,154 (92) — 56,174 Lease expense 72,302 47 940 995 — 74,284 Depreciation and amortization expense 113,895 6,194 642 8,987 — 129,718 Interest expense 219,046 29 20 49,946 — 269,041 Loss on extinguishment of debt — — — 468 — 468 Investment income — — — (1,139) — (1,139) Other income — — — (42,911) — (42,911) Transaction costs — — — 6,747 — 6,747 Skilled Healthcare and other loss contingency expense — — — 15,192 — 15,192 Equity in net (income) loss of unconsolidated affiliates — — — (2,286) 1,026 (1,260) (Loss) income before income tax expense (11,681) 36,455 4,537 (129,144) (1,026) (100,859) Income tax expense — — — 6,150 — 6,150 (Loss) income from continuing operations $ (11,681) $ 36,455 $ 4,537 $ (135,294) $ (1,026) $ (107,009) The following table presents the segment assets as of June 30, 2017 compared to December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Inpatient services $ 4,965,170 $ 5,194,811 Rehabilitation therapy services 411,764 454,723 Other services 66,632 67,348 Corporate and eliminations 71,222 62,319 Total assets $ 5,514,788 $ 5,779,201 The following table presents segment goodwill as of June 30, 2017 compared to December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Inpatient services $ 353,570 $ 355,070 Rehabilitation therapy services 73,814 73,814 Other services 11,828 11,828 Total goodwill $ 439,212 $ 440,712

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment (in thousands)	June 30, 2017 December 31, 2016 Land, buildings and improvements $ 676,028 $ 673,092 Capital lease land, buildings and improvements 763,350 818,273 Financing obligation land, buildings and improvements 2,594,080 2,584,178 Equipment, furniture and fixtures 453,548 447,767 Construction in progress 55,225 49,859 Gross property and equipment 4,542,231 4,573,169 Less: accumulated depreciation (872,080) (807,776) Net property and equipment $ 3,670,151 $ 3,765,393

Long-term Debt (Tables)

Long-term Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Long-Term Debt Abstract
Schedule of Long-term Debt (in thousands)	June 30, 2017 December 31, 2016 Revolving credit facilities, net of debt issuance costs of $9,375 at June 30, 2017 and $9,220 at December 31, 2016 $ 364,175 $ 383,630 Term loan agreement, net of debt issuance costs of $3,604 at June 30, 2017 and $3,859 at December 31, 2016 116,142 116,174 Real estate bridge loans, net of debt issuance costs of $3,934 at June 30, 2017 and $4,400 at December 31, 2016 295,440 313,549 HUD insured loans, net of debt issuance costs of $5,283 at June 30, 2017 and $4,773 at December 31, 2016 256,320 241,570 Notes payable, net of convertible debt discount of $891 at June 30, 2017 and $990 at December 31, 2016 76,287 73,829 Mortgages and other secured debt (recourse) 12,884 13,235 Mortgages and other secured debt (non-recourse), net of debt issuance costs of $123 at June 30, 2017 and $131 at December 31, 2016 28,592 29,157 1,149,840 1,171,144 Less: Current installments of long-term debt (23,770) (24,594) Long-term debt $ 1,126,070 $ 1,146,550
Schedule of Borrowings and Interest Rates (dollars in thousands)	Weighted Average Revolving Credit Facilities Commitment Borrowings Interest FILO tranche $ 6,250 $ 6,250 7.23 % Tranche A-1 440,000 302,500 5.08 % Tranche A-2 50,000 38,800 4.71 % HUD tranche 35,000 26,000 4.54 % $ 531,250 $ 373,550 5.04 %
Schedule of Maturity of Total Debt (in thousands)	Twelve months ended June 30, 2018 $ 24,537 2019 26,337 2020 377,229 2021 175,209 2022 319,870 Thereafter 234,378 Total debt maturity $ 1,157,560

Leases and Lease Commitments (T

Leases and Lease Commitments (Tables)	6 Months Ended
	Jun. 30, 2017
Leases and Lease Commitments
Schedule of Future Minimum Capital and Operating Lease Payments (in thousands)	Twelve months ended June 30, Capital Leases Operating Leases 2018 $ 90,977 $ 142,049 2019 94,061 139,710 2020 92,837 138,641 2021 94,803 136,154 2022 96,865 117,836 Thereafter 2,991,916 249,528 Total future minimum lease payments 3,461,459 $ 923,918 Less amount representing interest (2,464,951) Capital lease obligation 996,508 Less current portion (3,464) Long-term capital lease obligation $ 993,044

Financing Obligation (Tables)

Financing Obligation (Tables)	6 Months Ended
	Jun. 30, 2017
Financing Obligation
Schedule of Future Minimum Financing Lease Payments (in thousands)	Twelve months ended June 30, 2018 $ 273,340 2019 279,224 2020 285,710 2021 292,496 2022 292,526 Thereafter 7,989,560 Total future minimum lease payments 9,412,856 Less amount representing interest (6,511,080) Financing obligations $ 2,901,776 Less current portion (1,777) Long-term financing obligations $ 2,899,999

Fair Value of Financial Instr28

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value of Financial Instruments
Schedule of Fair Value of Assets Measured on a Recurring Basis (in thousands)	The tables below present the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016, 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 June 30, Identical Assets Observable Inputs Inputs Assets: 2017 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 64,745 $ 64,745 $ — $ — Restricted cash and equivalents 13,317 13,317 — — Restricted investments in marketable securities 148,382 148,382 — — Total $ 226,444 $ 226,444 $ — $ — 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: 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 51,408 $ 51,408 $ — $ — Restricted cash and equivalents 12,052 12,052 — — Restricted investments in marketable securities 143,974 143,974 — — Total $ 207,434 $ 207,434 $ — $ —
Schedule of Carrying Amounts and Estimated Fair Values of Long-term Debt Instruments	June 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit facilities $ 364,175 $ 364,175 $ 383,630 $ 383,630 Term loan agreement 116,142 116,142 116,174 116,174 Real estate bridge loans 295,440 295,440 313,549 313,549 HUD insured loans 256,320 243,012 241,570 226,983 Notes payable 76,287 76,287 73,829 73,829 Mortgages and other secured debt (recourse) 12,884 12,884 13,235 13,235 Mortgages and other secured debt (non-recourse) 28,592 28,592 29,157 29,157 $ 1,149,840 $ 1,136,532 $ 1,171,144 $ 1,156,557
Schedule of Hierarchy of Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis (in thousands)	Impairment Charges - Carrying Value Six months ended June 30, 2017 June 30, 2017 Assets: Property and equipment, net $ 3,670,151 $ — Goodwill 439,212 — Intangible assets, net 162,344 — Impairment Charges - Carrying Value Six months ended December 31, 2016 June 30, 2016 Assets: Property and equipment, net $ 3,765,393 $ — Goodwill 440,712 — Intangible assets, net 175,566 —

General Information (Details)

General Information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017state	Jun. 30, 2016	Jun. 30, 2017statefacility	Jun. 30, 2016
Facility Count
Concentration risk (as a percent)	100.00%	100.00%	100.00%	100.00%
Sales Revenue, Net [Member] | Product Concentration Risk
Facility Count
Concentration risk (as a percent)			100.00%	100.00%
Inpatient Services
Facility Count
Number of skilled nursing, assisted/senior living and behavioral health centers through which inpatient services are provided | facility			473
Number of states with facilities | state	30		30
Inpatient Services | Sales Revenue, Net [Member] | Product Concentration Risk
Facility Count
Concentration risk (as a percent)	86.20%	85.30%	86.10%	84.80%
Rehabilitation therapy service | Sales Revenue, Net [Member] | Product Concentration Risk
Facility Count
Concentration risk (as a percent)	11.10%	11.90%	11.20%	12.10%

Certain Significant Risks and30

Certain Significant Risks and Uncertainties (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016	Jun. 30, 2017USD ($)customer	Jun. 30, 2016
Concentration Risk
Concentration risk (as a percent)	100.00%	100.00%	100.00%	100.00%
Rehabilitation therapy service | Minimum
Concentration Risk
Number of distinct customers			200
Three Largest Customers Rehabilitation Services [Member] | Rehabilitation therapy service
Concentration Risk
Accounts Receivable, Net | $	$ 124		$ 124
Number of largest customers representing approximately 66% of the outstanding receivables			3
Medicare
Concentration Risk
Concentration risk (as a percent)	23.00%	24.00%	23.00%	25.00%
Medicaid
Concentration Risk
Concentration risk (as a percent)	55.00%	54.00%	55.00%	53.00%
Insurance
Concentration Risk
Concentration risk (as a percent)	12.00%	12.00%	12.00%	12.00%
Private and Other
Concentration Risk
Concentration risk (as a percent)	10.00%	10.00%	10.00%	10.00%
Affiliated Entity [Member] | One Related Party Customer Rehabilitation Services [Member] | Rehabilitation therapy service
Concentration Risk
Accounts Receivable, Net | $	$ 78.4		$ 78.4
Number of customers representing approximately 42% of the outstanding receivables			1
Government contracts | Sales Revenue, Net [Member] | Medicare and Medicaid | Inpatient Services
Concentration Risk
Concentration risk (as a percent)			78.00%
Product Concentration Risk | Three Largest Customers Rehabilitation Services [Member] | Rehabilitation therapy service
Concentration Risk
Concentration risk (as a percent)			66.00%
Product Concentration Risk | Affiliated Entity [Member] | One Related Party Customer Rehabilitation Services [Member] | Rehabilitation therapy service
Concentration Risk
Concentration risk (as a percent)			42.00%
Product Concentration Risk | Sales Revenue, Net [Member]
Concentration Risk
Concentration risk (as a percent)			100.00%	100.00%
Product Concentration Risk | Sales Revenue, Net [Member] | Inpatient Services
Concentration Risk
Concentration risk (as a percent)	86.20%	85.30%	86.10%	84.80%
Product Concentration Risk | Sales Revenue, Net [Member] | Rehabilitation therapy service
Concentration Risk
Concentration risk (as a percent)	11.10%	11.90%	11.20%	12.10%

Significant Transactions and 31

Significant Transactions and Events (Details) $ in Thousands	Jun. 30, 2017USD ($)facility	Jun. 01, 2017USD ($)facility	Apr. 01, 2017USD ($)facility	Mar. 14, 2017USD ($)facilityitem	Feb. 01, 2017USD ($)item	Nov. 01, 2016item	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)facilityitem	Jun. 30, 2016USD ($)	Dec. 31, 2016facility
Skilled Nursing Facility Divestitures
Number of facilities sold | item						64			26
Annual revenue							$ 1,341,276	$ 1,438,358	$ 2,730,408	$ 2,910,576
Pre-tax net income (loss)							$ (102,700)	$ (32,933)	(185,008)	(100,859)
Number of facilities classified as held for sale | facility											16
Number of facilities subleased | facility			1
Write-down									14,900
Total loan amount of financings									$ 17,480	$ 182,986
HUD insured loans
Skilled Nursing Facility Divestitures
Number of facilities sold | facility									13
Number of facilities financed by HUD | facility	2								2
Total loan amount of financings	$ 17,500								$ 17,500
HUD insured loans | Real estate bridge loan
Skilled Nursing Facility Divestitures
Payments of loan	$ 18,600
Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities under lease | item				2
Georgia | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities sold | item					2
Annual revenue					$ 10,600
Pre-tax net income (loss)					(400)
Massachusetts | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities sold | facility				4
Annual revenue				$ 26,700
Pre-tax net income (loss)				1,200
Annual rent credit				1,200
Write-down				14,900
North Carolina | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities sold | facility		1
Annual revenue		$ 6,400
Pre-tax net income (loss)		(1,000)
Kansas Missouri Nebraska And Iowa | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities sold | facility			18
Annual revenue			$ 110,100
Pre-tax net income (loss)			$ (10,700)
Number of owned facilities | facility			16
Number of facilities under lease | facility			2
Total assets			$ 91,600
Cash proceeds			$ 80,000
Tennessee | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Number of facilities sold | facility			1
Annual revenue			$ 7,400
Pre-tax net income (loss)			$ 500
Other loss (income)
Skilled Nursing Facility Divestitures
Loss associated with a cease use asset									4,100
Other loss (income) | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Loss recognized in disposal group.									6,400
Other loss (income) | Georgia | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Loss recognized in disposal group.					$ 500
Other loss (income) | Massachusetts | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Loss recognized in disposal group.				$ 1,400
Other loss (income) | North Carolina | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Loss recognized in disposal group.		$ 500
Other loss (income) | Tennessee | Disposed by sale | Skilled Nursing Facilities [Member]
Skilled Nursing Facility Divestitures
Loss recognized in disposal group.									$ 700

Loss Per Share - Calculation of

Loss Per Share - Calculation of Basic (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2017USD ($)class$ / sharesshares	Jun. 30, 2016USD ($)$ / 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	$ (105,503)	$ (36,019)	$ (189,095)	$ (107,009)
Less: Net loss attributable to noncontrolling interests	(40,394)	(12,985)	(73,246)	(40,974)
Loss from continuing operations attributable to Genesis Healthcare, Inc.	(65,109)	(23,034)	(115,849)	(66,035)
(Loss) income from discontinued operations, net of taxes	(47)	61	(68)	23
Net loss attributable to Genesis Healthcare, Inc	$ (65,156)	$ (22,973)	$ (115,917)	$ (66,012)
Basic and diluted net loss per common share:
Weighted-average shares outstanding for basic and diluted net loss per share | shares	93,273	89,421	92,581	89,310
Loss from continuing operations attributable to Genesis Healthcare, Inc. | $ / shares	$ (0.70)	$ (0.26)	$ (1.25)	$ (0.74)
Loss from discontinued operations, net of taxes | $ / shares	0	0	0	0
Net loss attributable to Genesis Healthcare, Inc. | $ / shares	$ (0.70)	$ (0.26)	$ (1.25)	$ (0.74)
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

Loss Per Share - Calculation 33

Loss Per Share - Calculation of diluted (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Loss from continuing operations	$ (105,503)	$ (36,019)	$ (189,095)	$ (107,009)
Less: Net (loss) income attributable to noncontrolling interests	(40,394)	(12,985)	(73,246)	(40,974)
Loss from continuing operations attributable to Genesis Healthcare, Inc.	(65,109)	(23,034)	(115,849)	(66,035)
Income (loss) from discontinued operations, net of taxes	(47)	61	(68)	23
Net loss attributable to Genesis Healthcare, Inc	$ (65,156)	$ (22,973)	$ (115,917)	$ (66,012)

Loss Per Share - Antidilutive S

Loss Per Share - Antidilutive Securities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Restricted Stock Units (RSUs) | Noncontrolling interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss attributable to Genesis Healthcare, Inc.	$ (42,784)	$ (7,504)	$ (76,973)	$ (29,833)
Anti-dilutive shares	61,811,000	64,461,000	62,320,000	64,461,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss attributable to Genesis Healthcare, Inc.	$ (111)		$ (222)
Anti-dilutive shares	3,000,000		3,000,000
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental Class A stock attributable to conversion of noncontrolling interest			10,760
Class C Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of units attributed to the noncontrolling interests outstanding			61,800,511
Employee And Non-employee Director | Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,129,000		1,541,000

Segment Information - Segment R

Segment Information - Segment Reporting (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)segment	Jun. 30, 2016USD ($)
Segment Reporting Information
Number of Reportable Segments | segment			3
Net revenues	$ 1,341,276,000	$ 1,438,358,000	$ 2,730,408,000	$ 2,910,576,000
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
Increase (Decrease) in Net Revenue From Prior Period	$ (97,082,000)		$ (180,168,000)
Salaries, wages and benefits	739,402,000	$ 832,693,000	1,563,896,000	$ 1,700,410,000
Other operating expenses	372,295,000	350,161,000	714,552,000	711,258,000
General and administrative costs	41,187,000	45,026,000	86,309,000	93,453,000
Provision for losses on accounts receivable	23,985,000	29,681,000	47,513,000	56,174,000
Lease expense	38,234,000	36,968,000	74,334,000	74,284,000
Depreciation and amortization expense	60,227,000	67,953,000	124,596,000	129,718,000
Interest expense	124,288,000	133,860,000	249,042,000	269,041,000
Loss on early extinguishment of debt	2,301,000	468,000	2,301,000	468,000
Investment income	(1,392,000)	(658,000)	(2,501,000)	(1,139,000)
Other loss (income)	4,190,000	(42,923,000)	13,224,000	(42,911,000)
Transaction costs	3,781,000	4,993,000	6,806,000	6,747,000
Customer receivership	35,566,000		35,566,000
Skilled Healthcare and other loss contingency expense		13,566,000		15,192,000
Equity in net income of unconsolidated affiliates	(88,000)	(497,000)	(222,000)	(1,260,000)
(Loss) income before income tax benefit	(102,700,000)	(32,933,000)	(185,008,000)	(100,859,000)
Income tax expense	2,803,000	3,086,000	4,087,000	6,150,000
(Loss) income from continuing operations	(105,503,000)	(36,019,000)	$ (189,095,000)	$ (107,009,000)
Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Net revenues	$ 100	100
Concentration Risk, Percentage			100.00%	100.00%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(6.70%)		(6.20%)
Inpatient Services
Segment Reporting Information
Net revenues	$ 1,156,584,000	$ 1,227,265,000	$ 2,352,510,000	$ 2,469,321,000
Increase (Decrease) in Net Revenue From Prior Period	$ (70,681,000)		$ (116,811,000)
Inpatient Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	86.20%	85.30%	86.10%	84.80%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(5.80%)		(4.70%)
Inpatient Services | Skilled Nursing Facilities
Segment Reporting Information
Net revenues	$ 1,130,525,000	$ 1,194,326,000	$ 2,300,450,000	$ 2,402,759,000
Increase (Decrease) in Net Revenue From Prior Period	$ (63,801,000)		$ (102,309,000)
Inpatient Services | Skilled Nursing Facilities | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	84.20%	83.00%	84.10%	82.50%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(5.30%)		(4.30%)
Inpatient Services | Assisted Senior Living Facilities
Segment Reporting Information
Net revenues	$ 24,125,000	$ 30,431,000	$ 48,077,000	$ 61,350,000
Increase (Decrease) in Net Revenue From Prior Period	$ (6,306,000)		$ (13,273,000)
Inpatient Services | Assisted Senior Living Facilities | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	1.80%	2.10%	1.80%	2.10%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(20.70%)		(21.60%)
Inpatient Services | Administration of third party facilities
Segment Reporting Information
Net revenues	$ 2,319,000	$ 2,870,000	$ 4,752,000	$ 5,949,000
Increase (Decrease) in Net Revenue From Prior Period	$ (551,000)		$ (1,197,000)
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%	0.20%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(19.20%)		(20.10%)
Rehabilitation therapy service
Segment Reporting Information
Net revenues	$ 148,421,000	$ 171,577,000	$ 304,108,000	$ 350,257,000
Increase (Decrease) in Net Revenue From Prior Period	$ (23,156,000)		$ (46,149,000)
Rehabilitation therapy service | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	11.10%	11.90%	11.20%	12.10%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(13.50%)		(13.20%)
Rehabilitation therapy service | Therapy Services
Segment Reporting Information
Net revenues	$ 242,917,000	$ 275,049,000	$ 499,134,000	$ 560,161,000
Increase (Decrease) in Net Revenue From Prior Period	$ (32,132,000)		$ (61,027,000)
Rehabilitation therapy service | Therapy Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	18.10%	19.10%	18.30%	19.30%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(11.70%)		(10.90%)
Other Services
Segment Reporting Information
Net revenues	$ 36,271,000	$ 39,516,000	$ 73,790,000	$ 90,998,000
Increase (Decrease) in Net Revenue From Prior Period	$ (3,245,000)		$ (17,208,000)
Other Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	2.70%	2.80%	2.70%	3.10%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(8.20%)		(18.90%)
Other Services | Other Services
Segment Reporting Information
Net revenues	$ 44,221,000	$ 45,334,000	$ 90,267,000	$ 101,960,000
Increase (Decrease) in Net Revenue From Prior Period	$ (1,113,000)		$ (11,693,000)
Other Services | Other Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	3.30%	3.20%	3.30%	3.50%
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(2.50%)		(11.50%)
Operating Segments | Inpatient Services
Segment Reporting Information
Net revenues	$ 1,156,969,000	$ 1,227,627,000	$ 2,353,279,000	$ 2,470,058,000
Salaries, wages and benefits	508,509,000	572,676,000	1,089,932,000	1,161,578,000
Other operating expenses	442,031,000	428,550,000	860,632,000	867,249,000
Provision for losses on accounts receivable	20,127,000	24,324,000	40,370,000	47,669,000
Lease expense	37,449,000	36,006,000	72,766,000	72,302,000
Depreciation and amortization expense	51,837,000	60,056,000	107,817,000	113,895,000
Interest expense	103,325,000	110,057,000	206,642,000	219,046,000
(Loss) income before income tax benefit	(6,309,000)	(4,042,000)	(24,880,000)	(11,681,000)
(Loss) income from continuing operations	(6,309,000)	(4,042,000)	(24,880,000)	(11,681,000)
Operating Segments | Rehabilitation therapy service
Segment Reporting Information
Net revenues	242,917,000	275,049,000	499,134,000	560,161,000
Salaries, wages and benefits	201,944,000	229,533,000	414,696,000	469,969,000
Other operating expenses	18,628,000	19,683,000	36,978,000	40,024,000
Provision for losses on accounts receivable	3,680,000	4,795,000	6,667,000	7,443,000
Lease expense	7,000	23,000	14,000	47,000
Depreciation and amortization expense	3,866,000	3,074,000	7,613,000	6,194,000
Interest expense	14,000	15,000	28,000	29,000
(Loss) income before income tax benefit	14,778,000	17,926,000	33,138,000	36,455,000
(Loss) income from continuing operations	14,778,000	17,926,000	33,138,000	36,455,000
Operating Segments | Other Services
Segment Reporting Information
Net revenues	44,144,000	45,220,000	89,940,000	101,744,000
Salaries, wages and benefits	28,949,000	30,484,000	59,268,000	68,863,000
Other operating expenses	14,467,000	11,580,000	29,214,000	25,588,000
Provision for losses on accounts receivable	214,000	608,000	548,000	1,154,000
Lease expense	300,000	410,000	595,000	940,000
Depreciation and amortization expense	172,000	328,000	339,000	642,000
Interest expense	10,000	4,000	19,000	20,000
(Loss) income before income tax benefit	32,000	1,806,000	(43,000)	4,537,000
(Loss) income from continuing operations	32,000	1,806,000	(43,000)	4,537,000
Corporate, Non-Segment
Segment Reporting Information
Net revenues	77,000	114,000	327,000	216,000
General and administrative costs	41,187,000	45,026,000	86,309,000	93,453,000
Provision for losses on accounts receivable	(36,000)	(46,000)	(72,000)	(92,000)
Lease expense	478,000	529,000	959,000	995,000
Depreciation and amortization expense	4,352,000	4,495,000	8,827,000	8,987,000
Interest expense	20,939,000	23,784,000	42,353,000	49,946,000
Loss on early extinguishment of debt	2,301,000	468,000	2,301,000	468,000
Investment income	(1,392,000)	(658,000)	(2,501,000)	(1,139,000)
Other loss (income)	4,190,000	(42,923,000)	13,224,000	(42,911,000)
Transaction costs	3,781,000	4,993,000	6,806,000	6,747,000
Customer receivership	35,566,000		35,566,000
Skilled Healthcare and other loss contingency expense		13,566,000		15,192,000
Equity in net income of unconsolidated affiliates	(563,000)	(1,174,000)	(1,131,000)	(2,286,000)
(Loss) income before income tax benefit	(110,726,000)	(47,946,000)	(192,314,000)	(129,144,000)
Income tax expense	2,803,000	3,086,000	4,087,000	6,150,000
(Loss) income from continuing operations	(113,529,000)	(51,032,000)	(196,401,000)	(135,294,000)
Elimination
Segment Reporting Information
Net revenues	(102,831,000)	(109,652,000)	(212,272,000)	(221,603,000)
Other operating expenses	(102,831,000)	(109,652,000)	(212,272,000)	(221,603,000)
Equity in net income of unconsolidated affiliates	475,000	677,000	909,000	1,026,000
(Loss) income before income tax benefit	(475,000)	(677,000)	(909,000)	(1,026,000)
(Loss) income from continuing operations	(475,000)	(677,000)	(909,000)	(1,026,000)
Elimination | Inpatient Services
Segment Reporting Information
Net revenues	(385,000)	(362,000)	(769,000)	(737,000)
Increase (Decrease) in Net Revenue From Prior Period	$ (23,000)		$ (32,000)
Elimination | Inpatient Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	6.40%		4.30%
Elimination | Rehabilitation therapy service
Segment Reporting Information
Net revenues	$ (94,496,000)	$ (103,472,000)	$ (195,026,000)	$ (209,904,000)
Increase (Decrease) in Net Revenue From Prior Period	$ 8,976,000		$ 14,878,000
Elimination | Rehabilitation therapy service | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	(7.00%)	(7.20%)	(7.10%)	(7.20%)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	(8.70%)		(7.10%)
Elimination | Other Services
Segment Reporting Information
Net revenues			$ (16,477,000)	$ (10,962,000)
Increase (Decrease) in Net Revenue From Prior Period			$ (5,515,000)
Elimination | Other Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage			(0.60%)	(0.40%)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue			50.30%
Elimination | Other Services | Other Services
Segment Reporting Information
Net revenues	$ (7,950,000)	$ (5,818,000)
Increase (Decrease) in Net Revenue From Prior Period	$ (2,132,000)
Elimination | Other Services | Other Services | Product Concentration Risk | Sales Revenue, Net [Member]
Segment Reporting Information
Concentration Risk, Percentage	(0.60%)	(0.40%)
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue	36.60%

Segment Information - customer

Segment Information - customer receivership (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2017statefacility	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)
Segment Reporting Information
Customer receivership		$ 35,566		$ 35,566
Net revenues		1,341,276	$ 1,438,358	2,730,408	$ 2,910,576
(Loss) income from continuing operations		(105,503)	(36,019)	(189,095)	(107,009)
Rehabilitation therapy service
Segment Reporting Information
Net revenues		148,421	171,577	304,108	350,257
Rehabilitation therapy service | Customer in receivership
Segment Reporting Information
Net revenues		9,400	10,000	18,800	20,300
(Loss) income from continuing operations		1,600	1,700	3,000	3,500
Rehabilitation therapy service | Customer in receivership | Subsequent Event
Segment Reporting Information
Number of skilled nursing facilities operated by a customer | facility	65
Number of states in which customer operated skilled nursing facilities at time of receivership filing | state	6
Corporate, Non-Segment
Segment Reporting Information
Customer receivership		35,566		35,566
Net revenues		77	114	327	216
(Loss) income from continuing operations		$ (113,529)	$ (51,032)	$ (196,401)	$ (135,294)

Segment Information - Assets by

Segment Information - Assets by Segment (Details) $ in Thousands	Nov. 01, 2016item	Jun. 30, 2017USD ($)facilityitem	Dec. 31, 2016USD ($)
Segment Reporting, Asset Reconciling Item
Segment total assets		$ 5,514,788	$ 5,779,201
Goodwill included in total assets		$ 439,212	440,712
Number of facilities sold | item	64	26
Corporate and Eliminations
Segment Reporting, Asset Reconciling Item
Segment total assets		$ 71,222	62,319
Inpatient Services
Segment Reporting, Asset Reconciling Item
Segment total assets		4,965,170	5,194,811
Goodwill included in total assets		$ 353,570	355,070
Number of facilities sold | facility		8
Derecognized goodwill		$ 1,500
Rehabilitation therapy service
Segment Reporting, Asset Reconciling Item
Segment total assets		411,764	454,723
Goodwill included in total assets		73,814	73,814
Other Services
Segment Reporting, Asset Reconciling Item
Segment total assets		66,632	67,348
Goodwill included in total assets		$ 11,828	$ 11,828

Property and Equipment (Details

Property and Equipment (Details) $ in Thousands	Apr. 01, 2017facility	Mar. 14, 2017item	Jun. 30, 2017USD ($)lease	Dec. 31, 2016USD ($)
Property, Plant and Equipment [Line Items]
Gross property and equipment			$ 4,542,231	$ 4,573,169
Less accumulated depreciation			(872,080)	(807,776)
Net property and equipment			$ 3,670,151	3,765,393
Number of lease agreements amended | lease			1
Write-down			$ 14,900
Reduction in gross capital lease asset due to amendment of master lease			55,600
Reduction in accumulated depreciation on capital lease asset due to amendment of master lease			40,700
Land, Buildings and Improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment			676,028	673,092
Capital lease land, buildings and improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment			763,350	818,273
Financing obligation land, buildings and improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment			2,594,080	2,584,178
Equipment, furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property and equipment			453,548	447,767
Construction in progress
Property, Plant and Equipment [Line Items]
Gross property and equipment			$ 55,225	$ 49,859
Skilled Nursing Facilities [Member] | Disposed by sale
Property, Plant and Equipment [Line Items]
Number of facilities under lease | item		2
Skilled Nursing Facilities [Member] | Kansas Missouri Nebraska And Iowa | Disposed by sale
Property, Plant and Equipment [Line Items]
Number of facilities under lease | facility	2

Long-Term Debt - (Details)

Long-Term Debt - (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Long-term debt
Total long-term debt	$ 1,149,840	$ 1,171,144
Current installments of long-term debt	(23,770)	(24,594)
Long-term debt	1,126,070	1,146,550
New term loan agreement
Long-term debt
Total long-term debt	116,142	116,174
Debt issuance costs	3,934	4,400
Real estate bridge loan
Long-term debt
Total long-term debt	295,440	313,549
Debt issuance costs	5,283	4,773
HUD insured loans
Long-term debt
Total long-term debt	256,320	241,570
Debt issuance costs	891	990
Welltower Notes
Long-term debt
Total long-term debt	76,287	73,829
Mortgages and other secured debt (recourse)
Long-term debt
Total long-term debt	12,884	13,235
Mortgages and other secured debt (non-recourse)
Long-term debt
Total long-term debt	28,592	29,157
Debt issuance costs	123	131
Revolving Credit Facility
Long-term debt
Total long-term debt	364,175	383,630
Original issue discount	9,375	9,220
Debt issuance costs	$ 3,604	$ 3,859

Long-Term Debt - Revolving Cred

Long-Term Debt - Revolving Credit Facilities (Details) $ in Thousands	Jul. 29, 2016	Jun. 30, 2017USD ($)item	Dec. 31, 2020
Long-term debt
Revolving credit facility		$ 373,550
Total borrowing base capacity		$ 531,250
Weighted Average Interest Rate		5.04%
Tranche A-1
Long-term debt
Revolving credit facility		$ 302,500
Total borrowing base capacity		$ 440,000
Weighted Average Interest Rate		5.08%
Tranche A-1 | LIBOR | Minimum
Long-term debt
Basis spread on variable rate		3.00%
Tranche A-1 | LIBOR | Maximum
Long-term debt
Basis spread on variable rate		3.50%
Tranche A-2
Long-term debt
Revolving credit facility		$ 38,800
Total borrowing base capacity		$ 50,000
Weighted Average Interest Rate		4.71%
Tranche A-2 | LIBOR | Minimum
Long-term debt
Basis spread on variable rate		3.00%
Tranche A-2 | LIBOR | Maximum
Long-term debt
Basis spread on variable rate		3.50%
FILO Tranche
Long-term debt
Revolving credit facility		$ 6,250
Total borrowing base capacity		$ 6,250
Weighted Average Interest Rate		7.23%
FILO Tranche | LIBOR
Long-term debt
Basis spread on variable rate		6.00%
HUD Tranche
Long-term debt
Revolving credit facility		$ 26,000
Total borrowing base capacity		$ 35,000
Weighted Average Interest Rate		4.54%
HUD Tranche | LIBOR | Minimum
Long-term debt
Basis spread on variable rate	1.50%	2.50%
HUD Tranche | LIBOR | Maximum
Long-term debt
Basis spread on variable rate	2.00%	3.00%
Revolving Credit Facility
Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity		$ 531,300
Debt Instrument Number of Tranches | item		4
Revolving credit facility		$ 373,600
Total borrowing base capacity		473,000
Outstanding Letters of Credit		55,400
Available borrowing capacity under the revolving credit facilities		$ 44,000
Revolving Credit Facility | Minimum
Long-term debt
Commitment fee rate (as percentage)		0.375%
Revolving Credit Facility | Maximum
Long-term debt
Commitment fee rate (as percentage)		0.50%
Revolving Credit Facility | Federal Funds
Long-term debt
Basis spread on variable rate		3.00%
Revolving Credit Facility Amendment | Maximum
Long-term debt
Leverage ratio		7.25%
Revolving Credit Facility Amendment | Forecast
Long-term debt
Leverage ratio			6.50%
Revolving Credit Facility Amendment | Tranche A-1 | Base Rate | Minimum
Long-term debt
Basis spread on variable rate	2.00%
Revolving Credit Facility Amendment | Tranche A-1 | Base Rate | Maximum
Long-term debt
Basis spread on variable rate	2.50%
Revolving Credit Facility Amendment | Tranche A-2 | Base Rate | Minimum
Long-term debt
Basis spread on variable rate	2.00%
Revolving Credit Facility Amendment | Tranche A-2 | Base Rate | Maximum
Long-term debt
Basis spread on variable rate	2.50%
Revolving Credit Facility Amendment | FILO Tranche | Base Rate
Long-term debt
Basis spread on variable rate	5.00%

Long-Term Debt - Term Loan Faci

Long-Term Debt - Term Loan Facility and New Term Loan Agreement (Details) - New Term Loan Facility $ in Millions	Jul. 29, 2016USD ($)item	Jun. 30, 2017USD ($)	Dec. 31, 2020
Term Loan Facility and New Term Loan Agreement
Outstanding principal balance under term loan facility		$ 119.7
Number of maintenance covenants | item	4
Forecast
Term Loan Facility and New Term Loan Agreement
Leverage ratio			6.50%
Maximum
Term Loan Facility and New Term Loan Agreement
Leverage ratio		7.25%
Affiliate Of Welltower Inc And Affiliate Of Omega Healthcare Investors Inc
Term Loan Facility and New Term Loan Agreement
Term of debt	4 years
Aggregate principal amount	$ 120
Debt Instrument Annual Amortization Rate In Years One, Two and Three As Percent	2.50%
Annual amortization in years four, percent	5.00%
Affiliate Of Welltower Inc And Affiliate Of Omega Healthcare Investors Inc | Maximum
Term Loan Facility and New Term Loan Agreement
Interest paid in cash or paid-in-kind (as a percent)	2.00%
Affiliate Of Welltower Inc And Affiliate Of Omega Healthcare Investors Inc | Base Rate
Term Loan Facility and New Term Loan Agreement
Basis spread on variable rate	13.00%
Debt Instrument Variable Interest Rate Floor	1.00%
Floor rate (as a percent)	1.00%
Affiliate Of Welltower Inc And Affiliate Of Omega Healthcare Investors Inc | Available Bit Rate
Term Loan Facility and New Term Loan Agreement
Basis spread on variable rate	12.00%
Debt Instrument Variable Interest Rate Floor	2.00%
Floor rate (as a percent)	2.00%

Long-Term Debt - Real Estate Br

Long-Term Debt - Real Estate Bridge Loans (Details) $ in Millions	Jun. 30, 2017USD ($)	Nov. 01, 2016item	Oct. 01, 2016loanitem	Apr. 01, 2016USD ($)facility	Jun. 30, 2017USD ($)facilityloanitem	Dec. 31, 2015facility	Dec. 31, 2016facility
Long-term debt
Number Of Facilities Sold | item		64			26
Number of facilities acquired | facility				1
Number of facilities classified as held for sale | facility							16
Skilled Nursing Facilities
Long-term debt
Number Of Facilities Sold | loan					3
Welltower Bridge Loans
Long-term debt
Number of facilities pledged | item					40
Repayments of Debt					$ 27.6
Number Of Facilities Sold | facility					3
Principal balance outstanding	$ 289.5				$ 289.5
Number of facilities acquired | facility						87
Number of separate bridge loan agreements | item			4
Number of loans combined | loan			2
Fixed interest rate	10.00%				10.00%
Annual rate of increase to fixed interest rate					0.25%
Number of facilities whose operators have receivables secured under second lien | item					24
Number of fully retired loan agreements | loan					1
Number of remaining loan agreements | loan					3
Welltower Bridge Loans | Real estate bridge loan
Long-term debt
Repayments of Debt					$ 18.6
Welltower Bridge Loans | Skilled Nursing Facilities
Long-term debt
Repayments of Debt					$ 9
HUD insured loans
Long-term debt
Number Of Facilities Sold | facility					13
HUD insured loans | Minimum
Long-term debt
Term of debt					30 years
Fixed interest rate	3.00%				3.00%
HUD insured loans | Maximum
Long-term debt
Term of debt					35 years
Fixed interest rate	4.20%				4.20%
HUD insured loans | Real estate bridge loan
Long-term debt
Repayments of Debt	$ 18.6
HUD insured loans | Skilled Nursing Facilities
Long-term debt
Principal balance outstanding	$ 261.6				$ 261.6
Other Real Estate Bridge Loans
Long-term debt
Aggregate principal amount				$ 9.9
Term of debt				3 years
Basis spread on variable rate				4.00%
Effective interest rate	5.23%				5.23%
Principal balance outstanding	$ 9.9				$ 9.9

Long-Term Debt - HUD Insured Lo

Long-Term Debt - HUD Insured Loans (Details) $ in Thousands	Jun. 30, 2017USD ($)facility	Nov. 01, 2016item	Jun. 30, 2017USD ($)facilityloanitem	Jun. 30, 2016USD ($)	Dec. 31, 2016facility
Long-term debt
Number Of Facilities Sold | item		64	26
Total loan amount of financings			$ 17,480	$ 182,986
Number of facilities classified as held for sale | facility					16
Weighted Average Interest Rate	5.04%		5.04%
HUD insured loans
Long-term debt
Number Of Facilities Sold | facility			13
Loans retired	$ 63,100		$ 63,100
Number of facilities financed by HUD | facility	2		2
Total loan amount of financings	$ 17,500		$ 17,500
Debt instrument average remaining term (in years)			30 years
Weighted Average Interest Rate	3.50%		3.50%
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 | Minimum
Long-term debt
Term of debt			30 years
Fixed interest rate	3.00%		3.00%
HUD insured loans | Maximum
Long-term debt
Term of debt			35 years
Fixed interest rate	4.20%		4.20%
Mortgages and other secured debt (non-recourse)
Long-term debt
Number of debt instruments with a debt premium | loan			1
Weighted Average Interest Rate	4.50%		4.50%
Prepaid Expenses and Other Current Assets [Member] | HUD insured loans
Long-term debt
Escrow reserve funds	$ 20,600		$ 20,600
Skilled Nursing Facilities
Long-term debt
Number Of Facilities Sold | loan			3
Skilled Nursing Facilities | HUD insured loans
Long-term debt
Number of debt instruments insured by HUD | facility			28
Number of debt instruments with a debt premium | facility			10
Principal balance outstanding	261,600		$ 261,600
Debt premium	$ 13,800		$ 13,800

Long-Term Debt - Notes Payable

Long-Term Debt - Notes Payable (Details) $ in Millions	Dec. 23, 2016USD ($)loanitem	Nov. 01, 2016USD ($)item	Jun. 30, 2017USD ($)item
Long-term debt
Number Of Facilities Sold | item		64	26
Welltower Inc
Long-term debt
Number Of Facilities Sold | item	28
Note Payable Due October 30, 2020 | Welltower Inc
Long-term debt
Cash interest rate		3.00%
Paid-in-kind interest rate		7.00%
Principal balance outstanding		$ 51.2	$ 53
Welltower Notes Due December 2021 [Member]
Long-term debt
Number of notes issued | loan	2
Debt Instrument, Face Amount	$ 23.7
Note Payable Due December 15 2021
Long-term debt
Cash interest rate	3.00%
Paid-in-kind interest rate	7.00%
Debt Instrument, Face Amount	$ 11.7
Principal balance outstanding			12.1
Convertible Note Payable Due December 15 2021
Long-term debt
Cash interest rate	3.00%
Paid-in-kind interest rate	3.00%
Debt Instrument, Face Amount	$ 12
Principal balance outstanding			$ 12.2
Number of shares into which the debt instrument may be converted | item	3,000,000

Long-Term Debt - Other (Details

Long-Term Debt - Other (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017USD ($)loan
Long-term debt
Debt, Weighted Average Interest Rate	5.04%
Mortgages and other secured debt (recourse)
Long-term debt
Debt, Weighted Average Interest Rate	3.20%
Mortgages and other secured debt (non-recourse)
Long-term debt
Debt, Weighted Average Interest Rate	4.50%
Debt premium available to offset non-recourse loans	$ 1.7
Number of debt instruments with a debt premium | loan	1
Increase in current debt due to reclassification of non-recourse loan	$ 11.5
Long-term debt reclassified to current	$ 11.5

Long-Term Debt - Debt Covenants

Long-Term Debt - Debt Covenants (Details) $ in Thousands	Jun. 30, 2017USD ($)
Twelve months ended March 31,
2,018	$ 24,537
2,019	26,337
2,020	377,229
2,021	175,209
2,022	319,870
Long-term Debt, Fiscal Year Maturity [Abstract]
Thereafter	234,378
Total long-term debt	$ 1,157,560

Lease and Lease Commitments - F

Lease and Lease Commitments - Future Minimum Capital and Operating Lease Payments - 10Q (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Capital Leases, Future Minimum Payments Due, Rolling Maturity
2,018	$ 90,977
2,019	94,061
2,020	92,837
2,021	94,803
2,022	96,865
Thereafter	2,991,916
Total future minimum lease payments	3,461,459
Less amount representing interest	(2,464,951)
Capital lease obligation	996,508
Less current portion	(3,464)	$ (1,886)
Capital lease obligations	993,044	$ 997,340
Operating Leases, Future Minimum Payments Due, Rolling Maturity
2,018	142,049
2,019	139,710
2,020	138,641
2,021	136,154
2,022	117,836
Thereafter	249,528
Total future minimum lease payments	$ 923,918

Lease and Lease Commitments - C

Lease and Lease Commitments - Capital Lease Rates and Deferred Balances (Details) $ in Millions	Jun. 30, 2017USD ($)loan	Jun. 30, 2017USD ($)leasefacility	Dec. 31, 2016USD ($)
Weighted average interest rate		10.00%
Number of leases with unmet financial covenants | lease		3
Number of facilities under leases with unmet financial covenants | facility		26
Identifiable Intangible Assets [Member]
Net favorable leases	$ 39.4	$ 39.4	$ 43
Other noncurrent liabilities
Net unfavorable leases	22.8	22.8	28.8
Deferred straight-line rent balances included in other long-term liabilities	$ 32.2	$ 32.2	$ 31.6
CBYW master lease
Number of facilities in the master lease agreement | loan	28

Financing Obligation (Details)

Financing Obligation (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions, Rolling Maturity
2,018	$ 273,340
2,019	279,224
2,020	285,710
2,021	292,496
2,022	292,526
Thereafter	7,989,560
Total future minimum lease payments	9,412,856
Less amount representing interest	(6,511,080)
Financing obligation	2,901,776
Less current portion	(1,777)	$ (1,613)
Long-term financing obligation	$ 2,899,999	$ 2,867,534
Weighted average interest rate	10.60%

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Sep. 30, 2016	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income tax expense	$ 2,803		$ 3,086	$ 4,087	$ 6,150
Effective tax rate	(2.70%)		(9.40%)	(2.20%)	(6.10%)
Release of FIN48 reserve		$ 28,200
Net operating loss carryforwards	$ 0			$ 0
FC-GEN Operations Investment, LLC
Percentage of voting interests acquired	60.50%			60.50%
Tax receivable agreement, potential payment as percentage of cash savings				90.00%
Goodwill Tax Deductible Amount Tax Basis Step Up	$ 12,800			$ 12,800
FC-GEN units and Class C Shares
Number of membership units and Class C shares exchanged for Class A shares				2,048,869	0
Class A Common Stock
Number of Class A shares issued in exchange for membership units and Class C shares				2,049,222

Commitments and Contingencies -

Commitments and Contingencies - Self Insurance Risks (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Workers' compensation approximate discount rate (as a percentage)			1.00%
Workers' Compensation discount rate (as a percentage)			1.48%
Potential effect of discounting on Workers Compensation reserve	$ 8.8		$ 8.8		$ 8.9
Provision for general and professional liability	33.9	$ 35.3	68.4	$ 70.2
Reserve for general and professional liability	409.2		409.2		392.1
Provision for workers' compensation	11.7	$ 3.9	28.9	$ 22.1
Reserve for workers' compensation risks	222.7		222.7		226
Health insurance reserve	$ 19		$ 19		$ 19.6

Commitments and Contingencies52

Commitments and Contingencies - Litigation (Details) $ in Millions	Jun. 09, 2017USD ($)item	Aug. 06, 2014plaintiff	Jun. 30, 2017USD ($)item
Creekside Hospice Investigation
Loss Contingencies
Number of Qui Tam proceedings | plaintiff		2
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member)
Loss Contingencies
Loss contingency settlement term			5 years
Settlement amount outstanding			$ 50.9
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Other noncurrent liabilities
Loss Contingencies
Settlement amount outstanding			42.9
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Accrued expenses
Loss Contingencies
Settlement amount outstanding			$ 8
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Governmental Claims
Loss Contingencies
Number of matters under settlement agreement | item	4
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Governmental Claims | Accrued expenses
Loss Contingencies
Litigation settlement amount	$ 52.7
SunDance Part B Therapy Matter
Loss Contingencies
Number of subsidiary agencies outside of Georgia that are part of the Qui Tam proceeding | item			0

Fair Value of Financial Instr53

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financial Liabilities Fair Value Disclosure [Abstract]
Revolving credit facility	$ 373,550
Carrying value	1,149,840	$ 1,171,144
New term loan agreement
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	116,142	116,174
Skilled Real Estate Bridge Loan
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	295,440	313,549
HUD insured loans
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	256,320	241,570
Welltower Notes
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	76,287	73,829
Mortgages and other secured debt (recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	12,884	13,235
Mortgages and other secured debt (non-recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Carrying value	28,592	29,157
Revolving Credit Facility
Financial Liabilities Fair Value Disclosure [Abstract]
Revolving credit facility	373,600
Carrying value	364,175	383,630
Original issue discount	9,375	9,220
Level 2
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	1,136,532	1,156,557
Level 2 | New term loan agreement
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	116,142	116,174
Level 2 | Skilled Real Estate Bridge Loan
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	295,440	313,549
Level 2 | HUD insured loans
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	243,012	226,983
Level 2 | Welltower Notes
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	76,287	73,829
Level 2 | Mortgages and other secured debt (recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	12,884	13,235
Level 2 | Mortgages and other secured debt (non-recourse)
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	28,592	29,157
Level 2 | Revolving Credit Facility
Financial Liabilities Fair Value Disclosure [Abstract]
Fair Value	364,175	383,630
Fair Value, Measurements, Recurring
Assets, Fair Value Disclosure [Abstract]
Cash and equivalents	64,745	51,408
Restricted cash and equivalents	13,317	12,052
Restricted investments in marketable securities	148,382	143,974
Assets, Fair Value Disclosure, Total	226,444	207,434
Fair Value, Measurements, Recurring | Level 1
Assets, Fair Value Disclosure [Abstract]
Cash and equivalents	64,745	51,408
Restricted cash and equivalents	13,317	12,052
Restricted investments in marketable securities	148,382	143,974
Assets, Fair Value Disclosure, Total	226,444	207,434
Fair Value, Measurements, Nonrecurring [Member] | Level 3
Assets, Fair Value Disclosure [Abstract]
Property and equipment, net	3,670,151	3,765,393
Goodwill	439,212	440,712
Intangible assets	$ 162,344	$ 175,566

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands	May 01, 2016USD ($)	Apr. 01, 2016facility	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Related Party Transaction
Investment in joint venture					$ 75	$ 612
Proceeds from sale of joint venture interest					242	1,010
Number of facilities acquired | facility		1
Disposed by sale | Hospice And Home Health Operations
Related Party Transaction
Cash proceeds	$ 72,000
Noncash consideration received in disposal	$ 12,000
Short-term Debt			$ 14,100		14,100
Rehabilitation Services
Related Party Transaction
Net revenue from related party			36,400	$ 40,100	74,000	80,500
Net accounts receivable from related party			78,400		78,400		$ 79,700
FC PAC | Hospice And Diagnostic Services
Related Party Transaction
Amount of services in period			$ 3,000	$ 3,100	$ 5,700	$ 6,500
Director | Disposed by sale | Hospice And Home Health Operations
Related Party Transaction
Aggregate ownership interest in counterparty indirectly held by certain board members, as a percent	10.00%