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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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Delaware
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33-0861263
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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Exhibit 101
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June 30, 2016
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December 31, 2015
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||||
Assets
|
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|
||||
Current assets:
|
|
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|
||||
Cash and cash equivalents
|
$
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33,519
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$
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41,569
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Accounts receivable—less allowance for doubtful accounts of $33,654 and $30,308 at June 30, 2016 and December 31, 2015, respectively
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226,623
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209,026
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Investments—current
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3,503
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2,004
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Prepaid income taxes
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7,873
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8,141
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Prepaid expenses and other current assets
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16,496
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18,827
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Total current assets
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288,014
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279,567
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Property and equipment, net
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347,203
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299,633
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Insurance subsidiary deposits and investments
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31,018
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32,713
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Escrow deposits
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6,704
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400
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|
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Deferred tax asset
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20,823
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20,852
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|
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Restricted and other assets
|
12,507
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9,631
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|
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Intangible assets, net
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44,910
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45,431
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|
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Goodwill
|
69,650
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40,886
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|
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Other indefinite-lived intangibles
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19,246
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18,646
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Total assets
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$
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840,075
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$
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747,759
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Liabilities and equity
|
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||||
Current liabilities:
|
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|
||||
Accounts payable
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$
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38,085
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$
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36,029
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Accrued wages and related liabilities
|
72,019
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78,890
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|
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Accrued self-insurance liabilities—current
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20,829
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18,122
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Other accrued liabilities
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47,353
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46,205
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|
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Current maturities of long-term debt
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634
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|
620
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|
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Total current liabilities
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178,920
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179,866
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Long-term debt—less current maturities
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183,722
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99,051
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|
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Accrued self-insurance liabilities—less current portion
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43,365
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37,881
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Deferred rent and other long-term liabilities
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9,975
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3,976
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|
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Total liabilities
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415,982
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320,774
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||||
Commitments and contingencies (Notes 16, 18 and 19)
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||||
Equity:
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||||
Ensign Group, Inc. stockholders' equity:
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||||
Common stock; $0.001 par value; 75,000 shares authorized; 52,366 and 50,403 shares issued and outstanding at June 30, 2016, respectively, and 51,918 and 51,370 shares issued and outstanding at December 31, 2015, respectively (Note 3)
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52
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51
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Additional paid-in capital (Note 3)
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244,755
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235,076
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Retained earnings
|
209,778
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193,420
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Common stock in treasury, at cost, 1,527 and 123 shares at June 30, 2016 and December 31, 2015, respectively (Note 3)
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(31,131
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)
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(1,223
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)
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Total Ensign Group, Inc. stockholders' equity
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423,454
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427,324
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Non-controlling interest
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639
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(339
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)
|
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Total equity
|
424,093
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426,985
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Total liabilities and equity
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$
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840,075
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$
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747,759
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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Revenue
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$
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410,517
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$
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311,056
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$
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793,750
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$
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617,585
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Expense:
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||||||||
Cost of services
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330,538
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248,292
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636,846
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489,748
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Losses related to operational closure (Note 18)
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—
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—
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7,935
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—
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||||
Rent—cost of services (Note 18)
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30,741
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19,066
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57,732
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38,031
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|
||||
General and administrative expense
|
19,657
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15,335
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37,045
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29,751
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|
||||
Depreciation and amortization
|
9,772
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6,379
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18,069
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12,896
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|
||||
Total expenses
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390,708
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289,072
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757,627
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570,426
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|
||||
Income from operations
|
19,809
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21,984
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|
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36,123
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|
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47,159
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|
||||
Other income (expense):
|
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||||||||
Interest expense
|
(1,446
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)
|
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(567
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)
|
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(2,816
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)
|
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(1,233
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)
|
||||
Interest income
|
278
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|
|
195
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|
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513
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|
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361
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|
||||
Other expense, net
|
(1,168
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)
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(372
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)
|
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(2,303
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)
|
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(872
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)
|
||||
Income before provision for income taxes
|
18,641
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21,612
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|
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33,820
|
|
|
46,287
|
|
||||
Provision for income taxes
|
7,278
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|
|
8,379
|
|
|
13,167
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|
|
17,964
|
|
||||
Net income
|
11,363
|
|
|
13,233
|
|
|
20,653
|
|
|
28,323
|
|
||||
Less: net income (loss) attributable to noncontrolling interests
|
37
|
|
|
45
|
|
|
155
|
|
|
(37
|
)
|
||||
Net income attributable to The Ensign Group, Inc.
|
$
|
11,326
|
|
|
$
|
13,188
|
|
|
$
|
20,498
|
|
|
$
|
28,360
|
|
Net income per share attributable to The Ensign Group, Inc.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.23
|
|
|
$
|
0.26
|
|
|
$
|
0.41
|
|
|
$
|
0.57
|
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.25
|
|
|
$
|
0.39
|
|
|
$
|
0.55
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
50,274
|
|
|
50,949
|
|
|
50,476
|
|
|
49,391
|
|
||||
Diluted
|
51,931
|
|
|
52,866
|
|
|
52,134
|
|
|
51,272
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends per share
|
$
|
0.0400
|
|
|
$
|
0.0375
|
|
|
$
|
0.0800
|
|
|
$
|
0.0750
|
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
20,653
|
|
|
$
|
28,323
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,069
|
|
|
12,896
|
|
||
Amortization of deferred financing fees
|
313
|
|
|
296
|
|
||
Fixed assets impairment
|
137
|
|
|
—
|
|
||
Write-off of deferred financing fee
|
197
|
|
|
—
|
|
||
Deferred income taxes
|
3
|
|
|
16
|
|
||
Provision for doubtful accounts
|
12,081
|
|
|
8,468
|
|
||
Share-based compensation
|
4,665
|
|
|
3,226
|
|
||
Excess tax benefit from share-based compensation
|
(1,534
|
)
|
|
(1,900
|
)
|
||
Change in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(29,295
|
)
|
|
(49,735
|
)
|
||
Prepaid income taxes
|
268
|
|
|
(1,728
|
)
|
||
Prepaid expenses and other assets
|
2,337
|
|
|
(3,909
|
)
|
||
Insurance subsidiary deposits and investments
|
196
|
|
|
(676
|
)
|
||
Losses related to operational closure (Note 18)
|
7,558
|
|
|
—
|
|
||
Accounts payable
|
545
|
|
|
(654
|
)
|
||
Accrued wages and related liabilities
|
(6,871
|
)
|
|
1,770
|
|
||
Income taxes payable
|
(195
|
)
|
|
—
|
|
||
Other accrued liabilities
|
760
|
|
|
7,991
|
|
||
Accrued self-insurance liabilities
|
6,814
|
|
|
2,301
|
|
||
Deferred rent liability
|
127
|
|
|
123
|
|
||
Net cash provided by operating activities
|
36,828
|
|
|
6,808
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(36,443
|
)
|
|
(28,774
|
)
|
||
Cash payment for business acquisitions
|
(56,081
|
)
|
|
(61,007
|
)
|
||
Cash payment for asset acquisitions
|
(777
|
)
|
|
(15,853
|
)
|
||
Escrow deposits
|
(6,704
|
)
|
|
(3,344
|
)
|
||
Escrow deposits used to fund business acquisitions
|
400
|
|
|
16,153
|
|
||
Use of restricted cash
|
—
|
|
|
3,601
|
|
||
Cash proceeds from the sale of property and equipment and insurance proceeds
|
371
|
|
|
—
|
|
||
Restricted and other assets
|
(623
|
)
|
|
(203
|
)
|
||
Net cash used in investing activities
|
(99,857
|
)
|
|
(89,427
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility (Note 16)
|
332,000
|
|
|
129,000
|
|
||
Payments on revolving credit facility and other debt (Note 16 and Note 3)
|
(247,316
|
)
|
|
(154,118
|
)
|
||
Proceeds from common stock offering (Note 3)
|
—
|
|
|
112,078
|
|
||
Issuance costs in connection with common stock offering (Note 3)
|
—
|
|
|
(5,751
|
)
|
||
Issuance of treasury stock upon exercise of options
|
92
|
|
|
16
|
|
||
Issuance of common stock upon exercise of options
|
4,124
|
|
|
3,344
|
|
||
Repurchase of shares of common stock (Note 3)
|
(30,000
|
)
|
|
—
|
|
||
Dividends paid
|
(4,097
|
)
|
|
(3,629
|
)
|
||
Excess tax benefit from share-based compensation
|
1,561
|
|
|
1,906
|
|
||
Payments of deferred financing costs
|
(1,385
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
54,979
|
|
|
82,846
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(8,050
|
)
|
|
227
|
|
||
Cash and cash equivalents beginning of period
|
41,569
|
|
|
50,408
|
|
||
Cash and cash equivalents end of period
|
$
|
33,519
|
|
|
$
|
50,635
|
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
2,699
|
|
|
$
|
1,280
|
|
Income taxes
|
$
|
11,552
|
|
|
$
|
17,766
|
|
Non-cash financing and investing activity:
|
|
|
|
|
|||
Accrued capital expenditures
|
$
|
5,682
|
|
|
$
|
4,244
|
|
Refundable deposits assumed as part of business acquisition
|
$
|
—
|
|
|
$
|
3,488
|
|
Debt assumed as part of asset acquisition
|
$
|
—
|
|
|
$
|
6,248
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
11,363
|
|
|
$
|
13,233
|
|
|
$
|
20,653
|
|
|
$
|
28,323
|
|
Less: net income (loss) attributable to noncontrolling interests
|
37
|
|
|
45
|
|
|
155
|
|
|
(37
|
)
|
||||
Net income attributable to The Ensign Group, Inc.
|
$
|
11,326
|
|
|
$
|
13,188
|
|
|
$
|
20,498
|
|
|
$
|
28,360
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic net income per share
|
50,274
|
|
|
50,949
|
|
|
50,476
|
|
|
49,391
|
|
||||
Basic net income per common share attributable to The Ensign Group, Inc.
|
$
|
0.23
|
|
|
$
|
0.26
|
|
|
$
|
0.41
|
|
|
$
|
0.57
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
11,363
|
|
|
$
|
13,233
|
|
|
$
|
20,653
|
|
|
$
|
28,323
|
|
Less: net income (loss) attributable to noncontrolling interests
|
37
|
|
|
45
|
|
|
155
|
|
|
(37
|
)
|
||||
Net income attributable to The Ensign Group, Inc.
|
$
|
11,326
|
|
|
$
|
13,188
|
|
|
$
|
20,498
|
|
|
$
|
28,360
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
50,274
|
|
|
50,949
|
|
|
50,476
|
|
|
49,391
|
|
||||
Plus: incremental shares from assumed conversion
(1)
|
1,657
|
|
|
1,917
|
|
|
1,658
|
|
|
1,881
|
|
||||
Adjusted weighted average common shares outstanding
|
51,931
|
|
|
52,866
|
|
|
52,134
|
|
|
51,272
|
|
||||
Diluted net income per common share attributable to The Ensign Group, Inc.
|
$
|
0.22
|
|
|
$
|
0.25
|
|
|
$
|
0.39
|
|
|
$
|
0.55
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Cash and cash equivalents
|
|
$
|
33,519
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,569
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Revenue
|
|
% of
Revenue
|
|
Revenue
|
|
% of
Revenue
|
||||||
Medicaid
|
$
|
132,763
|
|
|
32.3
|
%
|
|
$
|
100,873
|
|
|
32.4
|
%
|
Medicare
|
119,443
|
|
|
29.1
|
|
|
95,396
|
|
|
30.7
|
|
||
Medicaid — skilled
|
20,661
|
|
|
5.0
|
|
|
16,745
|
|
|
5.4
|
|
||
Total Medicaid and Medicare
|
272,867
|
|
|
66.4
|
|
|
213,014
|
|
|
68.5
|
|
||
Managed care
|
65,178
|
|
|
15.9
|
|
|
47,633
|
|
|
15.3
|
|
||
Private and other payors
(1)
|
72,472
|
|
|
17.7
|
|
|
50,409
|
|
|
16.2
|
|
||
Revenue
|
$
|
410,517
|
|
|
100.0
|
%
|
|
$
|
311,056
|
|
|
100.0
|
%
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Revenue
|
|
% of
Revenue
|
|
Revenue
|
|
% of
Revenue
|
||||||
Medicaid
|
$
|
250,338
|
|
|
31.6
|
%
|
|
$
|
202,502
|
|
|
32.8
|
%
|
Medicare
|
229,721
|
|
|
28.9
|
|
|
189,752
|
|
|
30.7
|
|
||
Medicaid — skilled
|
42,327
|
|
|
5.3
|
|
|
32,282
|
|
|
5.3
|
|
||
Total Medicaid and Medicare
|
522,386
|
|
|
65.8
|
|
|
424,536
|
|
|
68.8
|
|
||
Managed care
|
129,721
|
|
|
16.4
|
|
|
93,963
|
|
|
15.2
|
|
||
Private and other payors
(1)
|
141,643
|
|
|
17.8
|
|
|
99,086
|
|
|
16.0
|
|
||
Revenue
|
$
|
793,750
|
|
|
100.0
|
%
|
|
$
|
617,585
|
|
|
100.0
|
%
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Medicaid
|
$
|
96,999
|
|
|
$
|
90,677
|
|
Managed care
|
63,244
|
|
|
56,411
|
|
||
Medicare
|
53,707
|
|
|
49,970
|
|
||
Private and other payors
|
46,327
|
|
|
42,276
|
|
||
|
260,277
|
|
|
239,334
|
|
||
Less: allowance for doubtful accounts
|
(33,654
|
)
|
|
(30,308
|
)
|
||
Accounts receivable, net
|
$
|
226,623
|
|
|
$
|
209,026
|
|
|
|
Three Months Ended June 30, 2016
|
|
|||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Total Revenue
|
|
Revenue %
|
|
|||||||||
Medicaid
|
|
$
|
130,052
|
|
|
$
|
2,711
|
|
|
$
|
—
|
|
|
$
|
132,763
|
|
|
32.3
|
%
|
|
Medicare
|
|
99,184
|
|
|
20,259
|
|
|
—
|
|
|
119,443
|
|
|
29.1
|
|
|
||||
Medicaid-skilled
|
|
20,661
|
|
|
—
|
|
|
—
|
|
|
20,661
|
|
|
5.0
|
|
|
||||
Subtotal
|
|
249,897
|
|
|
22,970
|
|
|
—
|
|
|
272,867
|
|
|
66.4
|
|
|
||||
Managed care
|
|
61,121
|
|
|
4,057
|
|
|
—
|
|
|
65,178
|
|
|
15.9
|
|
|
||||
Private and other
|
|
60,107
|
|
|
1,466
|
|
|
10,899
|
|
|
72,472
|
|
|
17.7
|
|
|
||||
Total revenue
|
|
$
|
371,125
|
|
|
$
|
28,493
|
|
|
$
|
10,899
|
|
|
$
|
410,517
|
|
|
100.0
|
%
|
|
|
|
Three Months Ended June 30, 2015
|
|
|||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Total Revenue
|
|
Revenue %
|
|
|||||||||
Medicaid
|
|
$
|
98,461
|
|
|
$
|
2,412
|
|
|
$
|
—
|
|
|
$
|
100,873
|
|
|
32.4
|
%
|
|
Medicare
|
|
81,831
|
|
|
13,565
|
|
|
—
|
|
|
95,396
|
|
|
30.7
|
|
|
||||
Medicaid-skilled
|
|
16,745
|
|
|
—
|
|
|
—
|
|
|
16,745
|
|
|
5.4
|
|
|
||||
Subtotal
|
|
197,037
|
|
|
15,977
|
|
|
—
|
|
|
213,014
|
|
|
68.5
|
|
|
||||
Managed care
|
|
45,241
|
|
|
2,392
|
|
|
—
|
|
|
47,633
|
|
|
15.3
|
|
|
||||
Private and other
|
|
39,358
|
|
|
1,575
|
|
|
9,476
|
|
|
50,409
|
|
|
16.2
|
|
|
||||
Total revenue
|
|
$
|
281,636
|
|
|
$
|
19,944
|
|
|
$
|
9,476
|
|
|
$
|
311,056
|
|
|
100.0
|
%
|
|
|
|
Six Months Ended June 30, 2016
|
|
|||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Total Revenue
|
|
Revenue %
|
|
|||||||||
Medicaid
|
|
$
|
245,052
|
|
|
$
|
5,286
|
|
|
$
|
—
|
|
|
$
|
250,338
|
|
|
31.6
|
%
|
|
Medicare
|
|
190,828
|
|
|
38,893
|
|
|
—
|
|
|
229,721
|
|
|
28.9
|
|
|
||||
Medicaid-skilled
|
|
42,327
|
|
|
—
|
|
|
—
|
|
|
42,327
|
|
|
5.3
|
|
|
||||
Subtotal
|
|
478,207
|
|
|
44,179
|
|
|
—
|
|
|
522,386
|
|
|
65.8
|
|
|
||||
Managed care
|
|
121,660
|
|
|
8,061
|
|
|
—
|
|
|
129,721
|
|
|
16.4
|
|
|
||||
Private and other
|
|
116,641
|
|
|
2,919
|
|
|
22,083
|
|
|
141,643
|
|
|
17.8
|
|
|
||||
Total revenue
|
|
$
|
716,508
|
|
|
$
|
55,159
|
|
|
$
|
22,083
|
|
|
$
|
793,750
|
|
|
100.0
|
%
|
|
|
|
Six Months Ended June 30, 2015
|
|
|||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Total Revenue
|
|
Revenue %
|
|
|||||||||
Medicaid
|
|
$
|
198,168
|
|
|
$
|
4,334
|
|
|
$
|
—
|
|
|
$
|
202,502
|
|
|
32.8
|
%
|
|
Medicare
|
|
163,521
|
|
|
26,231
|
|
|
—
|
|
|
189,752
|
|
|
30.7
|
|
|
||||
Medicaid-skilled
|
|
32,282
|
|
|
—
|
|
|
—
|
|
|
32,282
|
|
|
5.3
|
|
|
||||
Subtotal
|
|
393,971
|
|
|
30,565
|
|
|
—
|
|
|
424,536
|
|
|
68.8
|
|
|
||||
Managed care
|
|
89,348
|
|
|
4,615
|
|
|
—
|
|
|
93,963
|
|
|
15.2
|
|
|
||||
Private and other
|
|
77,090
|
|
|
3,080
|
|
|
18,916
|
|
|
99,086
|
|
|
16.0
|
|
|
||||
Total revenue
|
|
$
|
560,409
|
|
|
$
|
38,260
|
|
|
$
|
18,916
|
|
|
$
|
617,585
|
|
|
100.0
|
%
|
|
|
|
Three Months Ended June 30, 2016
|
|
||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Elimination
|
|
Total
|
|
||||||||||
Revenue from external customers
|
|
$
|
371,125
|
|
|
$
|
28,493
|
|
|
$
|
10,899
|
|
|
|
|
$
|
410,517
|
|
|
||
Intersegment revenue
(1)
|
|
781
|
|
|
—
|
|
|
694
|
|
|
(1,475
|
)
|
|
—
|
|
|
|||||
Total revenue
|
|
$
|
371,906
|
|
|
$
|
28,493
|
|
|
$
|
11,593
|
|
|
$
|
(1,475
|
)
|
|
$
|
410,517
|
|
|
Segment income (loss)
(2)
|
|
$
|
36,098
|
|
|
$
|
4,349
|
|
|
$
|
(20,638
|
)
|
|
$
|
—
|
|
|
$
|
19,809
|
|
|
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
(1,168
|
)
|
|
|||||||||
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
18,641
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
7,775
|
|
|
$
|
229
|
|
|
$
|
1,768
|
|
|
$
|
—
|
|
|
$
|
9,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2015
|
|
||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Elimination
|
|
Total
|
|
||||||||||
Revenue from external customers
|
|
$
|
281,636
|
|
|
$
|
19,944
|
|
|
$
|
9,476
|
|
|
|
|
$
|
311,056
|
|
|
||
Intersegment revenue
(1)
|
|
573
|
|
|
—
|
|
|
188
|
|
|
(761
|
)
|
|
—
|
|
|
|||||
Total revenue
|
|
$
|
282,209
|
|
|
$
|
19,944
|
|
|
$
|
9,664
|
|
|
$
|
(761
|
)
|
|
$
|
311,056
|
|
|
Segment income (loss)
(2)
|
|
$
|
35,067
|
|
|
$
|
2,996
|
|
|
$
|
(16,079
|
)
|
|
$
|
—
|
|
|
$
|
21,984
|
|
|
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
(372
|
)
|
|
|||||||||
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
21,612
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
4,877
|
|
|
$
|
224
|
|
|
$
|
1,278
|
|
|
$
|
—
|
|
|
$
|
6,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
|
||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Elimination
|
|
Total
|
|
||||||||||
Revenue from external customers
|
|
$
|
716,508
|
|
|
$
|
55,159
|
|
|
$
|
22,083
|
|
|
|
|
$
|
793,750
|
|
|
||
Intersegment revenue
(1)
|
|
1,491
|
|
|
—
|
|
|
965
|
|
|
(2,456
|
)
|
|
—
|
|
|
|||||
Total revenue
|
|
$
|
717,999
|
|
|
$
|
55,159
|
|
|
$
|
23,048
|
|
|
$
|
(2,456
|
)
|
|
$
|
793,750
|
|
|
Segment income (loss)
(2)
|
|
$
|
66,954
|
|
|
$
|
7,525
|
|
|
$
|
(38,356
|
)
|
|
$
|
—
|
|
|
$
|
36,123
|
|
|
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
(2,303
|
)
|
|
|||||||||
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
33,820
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
14,077
|
|
|
$
|
496
|
|
|
$
|
3,496
|
|
|
$
|
—
|
|
|
$
|
18,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2015
|
|
||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Elimination
|
|
Total
|
|
||||||||||
Revenue from external customers
|
|
$
|
560,409
|
|
|
$
|
38,260
|
|
|
$
|
18,916
|
|
|
|
|
$
|
617,585
|
|
|
||
Intersegment revenue
(1)
|
|
1,047
|
|
|
—
|
|
|
391
|
|
|
(1,438
|
)
|
|
—
|
|
|
|||||
Total revenue
|
|
$
|
561,456
|
|
|
$
|
38,260
|
|
|
$
|
19,307
|
|
|
$
|
(1,438
|
)
|
|
$
|
617,585
|
|
|
Segment income (loss)
(2)
|
|
$
|
72,366
|
|
|
$
|
5,671
|
|
|
$
|
(30,878
|
)
|
|
$
|
—
|
|
|
$
|
47,159
|
|
|
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
(872
|
)
|
|
|||||||||
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
46,287
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
9,826
|
|
|
$
|
445
|
|
|
$
|
2,625
|
|
|
$
|
—
|
|
|
$
|
12,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Land
|
$
|
866
|
|
|
$
|
8,321
|
|
Building and improvements
|
16,056
|
|
|
44,877
|
|
||
Equipment, furniture, and fixtures
|
7,998
|
|
|
2,204
|
|
||
Assembled occupancy
|
1,220
|
|
|
287
|
|
||
Definite-lived intangible assets
|
363
|
|
|
360
|
|
||
Goodwill
|
28,790
|
|
|
2,512
|
|
||
Favorable leases
|
393
|
|
|
2,069
|
|
||
Other indefinite-lived intangible assets
|
600
|
|
|
3,865
|
|
||
Other assets acquired, net of liabilities assumed
|
6
|
|
|
—
|
|
||
Total acquisitions
|
$
|
56,292
|
|
|
$
|
64,495
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
425,468
|
|
|
$
|
352,180
|
|
|
$
|
849,331
|
|
|
$
|
699,832
|
|
Net income attributable to The Ensign Group, Inc.
|
11,477
|
|
|
13,213
|
|
|
20,363
|
|
|
28,252
|
|
||||
Diluted net income per common share
|
$
|
0.22
|
|
|
$
|
0.25
|
|
|
$
|
0.39
|
|
|
$
|
0.55
|
|
•
|
Revenues and operating costs were based on actual results from the prior operator or from regulatory filings where available. If actual results were not available, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no information was available, estimates were derived from the Company’s post-acquisition operating results for that particular facility. Prior year results for the 2016 acquisitions were obtained from available financial information provided by prior operators or available cost reports filed by the prior operators.
|
•
|
Interest expense is based upon the purchase price and average cost of debt borrowed during each respective year when applicable, and depreciation is calculated using the purchase price allocated to the related assets through acquisition accounting.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
42,888
|
|
|
$
|
41,451
|
|
Buildings and improvements
|
171,598
|
|
|
151,434
|
|
||
Equipment
|
145,868
|
|
|
114,752
|
|
||
Furniture and fixtures
|
5,659
|
|
|
5,504
|
|
||
Leasehold improvements
|
77,712
|
|
|
68,405
|
|
||
Construction in progress
|
1,586
|
|
|
781
|
|
||
|
445,311
|
|
|
382,327
|
|
||
Less: accumulated depreciation
|
(98,108
|
)
|
|
(82,694
|
)
|
||
Property and equipment, net
|
$
|
347,203
|
|
|
$
|
299,633
|
|
|
|
Weighted Average Life (Years)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
|
|||||||||||||
Intangible Assets
|
|
|
|
|
Net
|
|
|
|
Net
|
|||||||||||||||||
Lease acquisition costs
|
|
24.7
|
|
$
|
483
|
|
|
$
|
(68
|
)
|
|
$
|
415
|
|
|
$
|
604
|
|
|
$
|
(577
|
)
|
|
$
|
27
|
|
Favorable leases
|
|
27.8
|
|
43,248
|
|
|
(4,257
|
)
|
|
38,991
|
|
|
43,248
|
|
|
(2,923
|
)
|
|
40,325
|
|
||||||
Assembled occupancy
|
|
0.3
|
|
1,817
|
|
|
(1,208
|
)
|
|
609
|
|
|
4,779
|
|
|
(4,476
|
)
|
|
303
|
|
||||||
Facility trade name
|
|
30.0
|
|
733
|
|
|
(256
|
)
|
|
477
|
|
|
733
|
|
|
(244
|
)
|
|
489
|
|
||||||
Customer relationships
|
|
17.4
|
|
5,653
|
|
|
(1,235
|
)
|
|
4,418
|
|
|
5,300
|
|
|
(1,013
|
)
|
|
4,287
|
|
||||||
Total
|
|
|
|
$
|
51,934
|
|
|
$
|
(7,024
|
)
|
|
$
|
44,910
|
|
|
$
|
54,664
|
|
|
$
|
(9,233
|
)
|
|
$
|
45,431
|
|
Year
|
Amount
|
||
2016 (remainder)
|
$
|
2,882
|
|
2017
|
3,049
|
|
|
2018
|
3,049
|
|
|
2019
|
2,920
|
|
|
2020
|
2,276
|
|
|
2021
|
2,836
|
|
|
Thereafter
|
27,898
|
|
|
|
$
|
44,910
|
|
|
Goodwill
|
||||||||||||||
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
Total
|
||||||||
January 1, 2016
|
$
|
17,759
|
|
|
$
|
16,102
|
|
|
$
|
7,025
|
|
|
$
|
40,886
|
|
Purchase price adjustment
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
||||
Additions
|
26,415
|
|
|
245
|
|
|
2,130
|
|
|
28,790
|
|
||||
June 30, 2016
|
$
|
44,174
|
|
|
$
|
16,347
|
|
|
$
|
9,129
|
|
|
$
|
69,650
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Trade name
|
$
|
1,915
|
|
|
$
|
1,915
|
|
Medicare and Medicaid Licenses
|
17,331
|
|
|
16,731
|
|
||
|
$
|
19,246
|
|
|
$
|
18,646
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Debt issuance costs, net
|
$
|
2,896
|
|
|
$
|
2,021
|
|
Long-term insurance losses recoverable asset
|
4,258
|
|
|
2,881
|
|
||
Deposits with landlords
|
4,519
|
|
|
3,969
|
|
||
Capital improvement reserves with landlords and lenders
|
834
|
|
|
760
|
|
||
Restricted and other assets
|
$
|
12,507
|
|
|
$
|
9,631
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Quality assurance fee
|
$
|
4,019
|
|
|
$
|
6,120
|
|
Refunds payable
|
15,424
|
|
|
13,252
|
|
||
Deferred revenue
|
5,058
|
|
|
6,696
|
|
||
Cash held in trust for patients
|
2,372
|
|
|
3,016
|
|
||
Resident deposits
|
5,918
|
|
|
5,884
|
|
||
Dividends payable
|
2,045
|
|
|
2,072
|
|
||
Property taxes
|
5,752
|
|
|
4,230
|
|
||
Charges related to operational closure
|
1,987
|
|
|
—
|
|
||
Other
|
4,778
|
|
|
4,935
|
|
||
Other accrued liabilities
|
$
|
47,353
|
|
|
$
|
46,205
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Credit facility with SunTrust, interest payable monthly and quarterly
|
$
|
170,000
|
|
|
$
|
85,000
|
|
Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate
|
14,356
|
|
|
14,671
|
|
||
|
184,356
|
|
|
99,671
|
|
||
Less current maturities
|
(634
|
)
|
|
(620
|
)
|
||
|
$
|
183,722
|
|
|
$
|
99,051
|
|
Grant Year
|
|
Options Granted
|
|
Weighted Average Risk-Free Rate
|
|
Expected Life
|
|
Weighted Average Volatility
|
|
Weighted Average Dividend Yield
|
|
2016
|
|
121
|
|
|
1.49%
|
|
6.5 years
|
|
41.1%
|
|
0.79%
|
2015
|
|
150
|
|
|
1.71%
|
|
6.5 years
|
|
40.0%
|
|
0.62%
|
Grant Year
|
|
Options Granted
|
|
Weighted Average Risk-Free Rate
|
|
Expected Life
|
|
Weighted Average Volatility
|
|
Weighted Average Dividend Yield
|
|
2016
|
|
288
|
|
|
1.40%
|
|
6.5 years
|
|
39.2%
|
|
0.78%
|
2015
|
|
294
|
|
|
1.58%
|
|
6.5 years
|
|
42.1%
|
|
0.63%
|
Grant Year
|
|
Granted
|
|
Weighted Average Exercise Price
|
|
Weighted Average Fair Value of Options
|
|||||
2016
|
|
288
|
|
|
$
|
19.76
|
|
|
$
|
7.42
|
|
2015
|
|
294
|
|
|
$
|
22.57
|
|
|
$
|
9.23
|
|
|
Number of
Options
Outstanding
|
|
Weighted
Average
Exercise Price
|
|
Number of
Options Vested
|
|
Weighted
Average
Exercise Price
of Options
Vested
|
||||||
January 1, 2016
|
5,448
|
|
|
$
|
10.36
|
|
|
2,526
|
|
|
$
|
6.35
|
|
Granted
|
288
|
|
|
19.76
|
|
|
|
|
|
||||
Forfeited
|
(50
|
)
|
|
12.56
|
|
|
|
|
|
||||
Exercised
|
(288
|
)
|
|
5.90
|
|
|
|
|
|
||||
June 30, 2016
|
5,398
|
|
|
$
|
11.08
|
|
|
2,795
|
|
|
$
|
7.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Vested
|
|||||
|
|
Stock Options Outstanding
|
|
||||||||||||||
|
|
|
|
Number Outstanding
|
|
Black-Scholes Fair Value
|
|
Remaining Contractual Life (Years)
|
|
Vested and Exercisable
|
|||||||
Year of Grant
|
|
Exercise Price
|
|
|
|
|
|||||||||||
2006
|
|
1.93
|
-
|
2.05
|
|
44
|
|
|
115
|
|
|
1
|
|
44
|
|
||
2008
|
|
2.56
|
-
|
4.06
|
|
457
|
|
|
675
|
|
|
2
|
|
457
|
|
||
2009
|
|
4.06
|
-
|
4.56
|
|
621
|
|
|
1,329
|
|
|
3
|
|
621
|
|
||
2010
|
|
4.77
|
-
|
4.96
|
|
158
|
|
|
382
|
|
|
4
|
|
158
|
|
||
2011
|
|
5.90
|
-
|
7.99
|
|
194
|
|
|
657
|
|
|
5
|
|
158
|
|
||
2012
|
|
6.56
|
-
|
7.96
|
|
570
|
|
|
2,101
|
|
|
6
|
|
338
|
|
||
2013
|
|
7.98
|
-
|
11.49
|
|
661
|
|
|
3,227
|
|
|
7
|
|
312
|
|
||
2014
|
|
10.55
|
-
|
18.94
|
|
1,790
|
|
|
10,109
|
|
|
8
|
|
652
|
|
||
2015
|
|
21.47
|
-
|
25.24
|
|
616
|
|
|
5,590
|
|
|
9
|
|
55
|
|
||
2016
|
|
19.58
|
|
-
|
19.89
|
|
287
|
|
|
2,530
|
|
|
10
|
|
—
|
|
|
Total
|
|
|
|
|
|
5,398
|
|
|
$
|
26,715
|
|
|
|
|
2,795
|
|
|
Non-Vested Restricted Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at January 1, 2016
|
425
|
|
|
$
|
19.79
|
|
Granted
|
214
|
|
|
21.06
|
|
|
Vested
|
(198
|
)
|
|
19.97
|
|
|
Forfeited
|
(5
|
)
|
|
18.90
|
|
|
Nonvested at June 30, 2016
|
436
|
|
|
$
|
20.34
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Share-based compensation expense related to stock options
|
$
|
1,319
|
|
|
$
|
1,165
|
|
|
$
|
2,503
|
|
|
$
|
2,121
|
|
Share-based compensation expense related to restricted stock awards
|
652
|
|
|
434
|
|
|
1,200
|
|
|
850
|
|
||||
Share-based compensation expense related to stock awards to non-employee directors
|
166
|
|
|
134
|
|
|
319
|
|
|
255
|
|
||||
Total
|
$
|
2,137
|
|
|
$
|
1,733
|
|
|
$
|
4,022
|
|
|
$
|
3,226
|
|
Options
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Outstanding
|
|
$
|
55,019
|
|
|
$
|
67,508
|
|
Vested
|
|
37,786
|
|
|
41,128
|
|
||
Expected to vest
|
|
15,479
|
|
|
23,508
|
|
||
Exercisable
|
|
4,294
|
|
|
8,709
|
|
Year
|
|
Amount
|
||
2016 (remainder)
|
|
66,091
|
|
|
2017
|
|
136,362
|
|
|
2018
|
|
143,338
|
|
|
2019
|
|
142,875
|
|
|
2020
|
|
142,023
|
|
|
2021
|
|
141,340
|
|
|
Thereafter
|
|
1,167,512
|
|
|
|
|
$
|
1,939,541
|
|
|
Owned
|
|
Leased (with a Purchase Option)
|
|
Leased (without a Purchase Option)
|
|
Total
|
||||
Number of facilities
|
34
|
|
|
23
|
|
|
149
|
|
|
206
|
|
Percentage of total
|
16.5
|
%
|
|
11.2
|
%
|
|
72.3
|
%
|
|
100.0
|
%
|
Operational skilled nursing, assisted living and independent living beds
|
3,647
|
|
|
1,727
|
|
|
16,614
|
|
|
21,988
|
|
Percentage of total
|
16.6
|
%
|
|
7.8
|
%
|
|
75.6
|
%
|
|
100.0
|
%
|
|
CA
|
|
AZ
|
|
TX
|
|
WI
|
|
UT
|
|
CO
|
|
WA
|
|
ID
|
|
NE
|
|
IA
|
|
SC
|
|
KS
|
|
NV
|
|
Total
|
||||||||||||||
Cumulative number of skilled nursing, assisted and independent living operations
|
48
|
|
|
28
|
|
|
46
|
|
|
17
|
|
|
15
|
|
|
11
|
|
|
10
|
|
|
9
|
|
|
7
|
|
|
5
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
206
|
|
Cumulative number of operational skilled nursing, assisted living and independent living beds/units
|
4,989
|
|
|
4,288
|
|
|
5,584
|
|
|
899
|
|
|
1,613
|
|
|
870
|
|
|
943
|
|
|
719
|
|
|
662
|
|
|
356
|
|
|
426
|
|
|
335
|
|
|
304
|
|
|
21,988
|
|
•
|
Routine revenue.
Routine revenue is generated by the contracted daily rate charged for all contractually inclusive skilled nursing services. The inclusion of therapy and other ancillary treatments varies by payor source and by contract. Services provided outside of the routine contractual agreement are recorded separately as ancillary revenue, including Medicare Part B therapy services, and are not included in the routine revenue definition.
|
•
|
Skilled revenue.
The amount of routine revenue generated from patients in the skilled nursing facilities who are receiving higher levels of care under Medicare, managed care, Medicaid, or other skilled reimbursement programs. The other skilled patients that are included in this population represent very high acuity patients who are receiving high levels of nursing and ancillary services which are reimbursed by payors other than Medicare or managed care. Skilled revenue excludes any revenue generated from our assisted living services.
|
•
|
Skilled mix.
The amount of our skilled revenue as a percentage of our total routine revenue. Skilled mix (in days) represents the number of days our Medicare, managed care, or other skilled patients are receiving services at the skilled nursing facilities divided by the total number of days patients (less days from assisted living services) from all payor sources are receiving services at the skilled nursing facilities for any given period (less days from assisted living services).
|
•
|
Quality mix.
The amount of routine non-Medicaid revenue as a percentage of our total routine revenue. Quality mix (in days) represents the number of days our non-Medicaid patients are receiving services at the skilled nursing facilities divided by the total number of days patients from all payor sources are receiving services at the skilled nursing facilities for any given period (less days from assisted living services).
|
•
|
Average daily rates.
The routine revenue by payor source for a period at the skilled nursing facilities divided by actual patient days for that revenue source for that given period.
|
•
|
Occupancy percentage (operational beds).
The total number of patients occupying a bed in a skilled nursing, assisted living or independent living facility as a percentage of the beds in a facility which are available for occupancy during the measurement period.
|
•
|
Number of facilities and operational beds.
The total number of skilled nursing, assisted living and independent living facilities that we own or operate and the total number of operational beds associated with these facilities.
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Skilled Mix:
|
|
|
|
|
|
|
|
||||
Days
|
31.3
|
%
|
|
30.1
|
%
|
|
31.9
|
%
|
|
30.2
|
%
|
Revenue
|
52.7
|
%
|
|
53.4
|
%
|
|
53.6
|
%
|
|
53.2
|
%
|
Quality Mix:
|
|
|
|
|
|
|
|
||||
Days
|
43.6
|
%
|
|
42.7
|
%
|
|
43.7
|
%
|
|
42.7
|
%
|
Revenue
|
60.8
|
%
|
|
62.0
|
%
|
|
61.7
|
%
|
|
61.7
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Occupancy:
|
|
|
|
|
|
|
|
||||
Operational beds at end of period
|
21,988
|
|
|
16,019
|
|
|
21,988
|
|
|
16,019
|
|
Available patient days
|
1,921,625
|
|
|
1,437,100
|
|
|
3,708,138
|
|
|
2,804,929
|
|
Actual patient days
|
1,465,625
|
|
|
1,121,158
|
|
|
2,842,504
|
|
|
2,198,396
|
|
Occupancy percentage (based on operational beds)
|
76.3
|
%
|
|
78.0
|
%
|
|
76.7
|
%
|
|
78.4
|
%
|
•
|
Medicare episodic admissions.
The total number of episodic admissions derived from patients who are receiving care under Medicare reimbursement programs.
|
•
|
Average Medicare revenue per completed episode.
The average amount of revenue for each completed 60-day episode generated from patients who are receiving care under Medicare reimbursement programs.
|
•
|
Average daily census.
The average number of patients who are receiving hospice care as a percentage of total number of patient days.
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Home health services:
|
|
|
|
|
|
|
|
||||||||
Medicare Episodic Admissions
|
2,037
|
|
|
1,672
|
|
|
4,194
|
|
|
3,415
|
|
||||
Average Medicare Revenue per Completed Episode
|
$
|
2,950
|
|
|
$
|
2,954
|
|
|
$
|
2,937
|
|
|
$
|
2,984
|
|
Hospice services:
|
|
|
|
|
|
|
|
||||||||
Average Daily Census
|
898
|
|
|
562
|
|
|
871
|
|
|
552
|
|
|
|
Three Months Ended June 30, 2016
|
|
|||||||||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice Services
|
|
All Other
|
|
|
|
|
|
|||||||||||||||||
|
|
Skilled Nursing Facilities
|
|
Assisted and Independent Living Facilities
|
|
Home Health Services
|
|
Hospice Services
|
|
Other Services
|
|
Total Revenue
|
|
Revenue %
|
|
|||||||||||||
Medicaid
|
|
$
|
127,789
|
|
|
$
|
2,263
|
|
|
$
|
1,100
|
|
|
$
|
1,611
|
|
|
$
|
—
|
|
|
$
|
132,763
|
|
|
32.3
|
%
|
|
Medicare
|
|
99,184
|
|
|
—
|
|
|
8,078
|
|
|
12,181
|
|
|
—
|
|
|
119,443
|
|
|
29.1
|
|
|
||||||
Medicaid-skilled
|
|
20,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,661
|
|
|
5.0
|
|
|
||||||
Subtotal
|
|
247,634
|
|
|
2,263
|
|
|
9,178
|
|
|
13,792
|
|
|
—
|
|
|
272,867
|
|
|
66.4
|
|
|
||||||
Managed care
|
|
61,121
|
|
|
—
|
|
|
3,825
|
|
|
232
|
|
|
—
|
|
|
65,178
|
|
|
15.9
|
|
|
||||||
Private and other
|
|
31,662
|
|
|
28,445
|
|
|
1,413
|
|
|
53
|
|
|
10,899
|
|
(1)
|
72,472
|
|
|
17.7
|
|
|
||||||
Total revenue
|
|
$
|
340,417
|
|
|
$
|
30,708
|
|
|
$
|
14,416
|
|
|
$
|
14,077
|
|
|
$
|
10,899
|
|
|
$
|
410,517
|
|
|
100.0
|
%
|
|
(1) Private and other payors in our "All Other" category includes revenue from all payors generated in our urgent care centers and other ancillary operations.
|
•
|
Shift of Patient Care to Lower Cost Alternatives
. The growth of the senior population in the United States continues to increase healthcare costs, often faster than the available funding from government-sponsored healthcare programs. In response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients in more cost-effective settings such as skilled nursing facilities, for which the staffing requirements and associated costs are often significantly lower than acute care hospitals, inpatient rehabilitation facilities and other post-acute care settings. As a result, skilled nursing facilities are generally serving a larger population of higher-acuity patients than in the past.
|
•
|
Significant Acquisition and Consolidation Opportunities
. The skilled nursing industry is large and highly fragmented, characterized predominantly by numerous local and regional providers. We believe this fragmentation provides significant acquisition and consolidation opportunities for us.
|
•
|
Improving Supply and Demand Balance
. The number of skilled nursing facilities has declined modestly over the past several years. We expect that the supply and demand balance in the skilled nursing industry will continue to improve due to the shift of patient care to lower cost settings, an aging population and increasing life expectancies.
|
•
|
Increased Demand Driven by Aging Populations and Increased Life Expectancy
. As life expectancy continues to increase in the United States and seniors account for a higher percentage of the total U.S. population, we believe the overall demand for skilled nursing services will increase. At present, the primary market demographic for skilled nursing services is primarily individuals age 75 and older. According to the 2010 U.S. Census, there were over 40 million people in the United States in 2010 that are over 65 years old. The 2010 U.S. Census estimates this group is one of the fastest growing segments of the United States population and is expected to more than double between 2000 and 2030.
|
•
|
Accountable Care Organizations and Reimbursement Reform
.
A significant goal of federal health care reform is to transform the delivery of health care by changing reimbursement for health care services to hold providers accountable for the cost and quality of care provided. Medicare and many commercial third party payors are implementing Accountable Care Organization (ACO) models in which groups of providers share in the benefit and risk of providing care to an assigned group of individuals. Other reimbursement methodology reforms include value-based purchasing, in which a portion of provider reimbursement is redistributed based on relative performance on designated economic, clinical quality, and patient satisfaction metrics. In addition, CMS is implementing demonstration and mandatory programs to bundle acute care and post-acute care reimbursement to hold providers accountable for costs across a broader continuum of care. These reimbursement methodologies and similar programs are likely to continue and expand, both in public and commercial health plans. On April 26, 2015, CMS announced its goal to have 30% of Medicare payments for quality and value through alternative payment models such as ACOs or bundled payments by 2016 and up to 50% by the end of 2018. In March 2016, CMS announced that its 30% target for 2016 was reached in January 2016.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Expenses:
|
|
|
|
|
|
|
|
||||
Cost of services
|
80.5
|
|
|
79.8
|
|
|
80.2
|
|
|
79.3
|
|
Losses related to operational closure
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
Rent—cost of services
|
7.5
|
|
|
6.1
|
|
|
7.3
|
|
|
6.2
|
|
General and administrative expense
|
4.8
|
|
|
4.9
|
|
|
4.7
|
|
|
4.8
|
|
Depreciation and amortization
|
2.4
|
|
|
2.1
|
|
|
2.3
|
|
|
2.1
|
|
Total expenses
|
95.2
|
|
|
92.9
|
|
|
95.5
|
|
|
92.4
|
|
Income from operations
|
4.8
|
|
|
7.1
|
|
|
4.5
|
|
|
7.6
|
|
Other income (expense):
|
|
|
|
|
|
|
|
||||
Interest expense
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
Interest income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Other expense, net
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
Income before provision for income taxes
|
4.5
|
|
|
7.0
|
|
|
4.2
|
|
|
7.5
|
|
Provision for income taxes
|
1.8
|
|
|
2.7
|
|
|
1.7
|
|
|
2.9
|
|
Net income
|
2.7
|
|
|
4.3
|
|
|
2.5
|
|
|
4.6
|
|
Less: net income (loss) attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net income attributable to The Ensign Group, Inc.
|
2.7
|
%
|
|
4.3
|
%
|
|
2.5
|
%
|
|
4.6
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Other Non-GAAP Financial Data:
|
|
|
|
|
|
|
|
|
|||||||
EBITDA
(1)
|
$
|
29,544
|
|
|
$
|
28,318
|
|
|
$
|
54,037
|
|
|
$
|
60,092
|
|
Adjusted EBITDA
(1)(2)
|
37,492
|
|
|
31,738
|
|
|
75,066
|
|
|
64,146
|
|
||||
EBITDAR
(1)
|
60,285
|
|
|
47,384
|
|
|
111,769
|
|
|
98,123
|
|
||||
Adjusted EBITDAR
(1)(2)
|
65,512
|
|
|
50,277
|
|
|
128,136
|
|
|
101,161
|
|
(1)
|
EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR are supplemental non-GAAP financial measures. Regulation G,
Conditions for Use of Non-GAAP Financial Measures
, and other provisions of the Exchange Act define and prescribe the conditions for use of certain non-GAAP financial information. We calculate EBITDA as net income from continuing operations, adjusted for net losses attributable to noncontrolling interest, before (a) interest expense, net, (b) provision for income taxes, and (c) depreciation and amortization. We calculate EBITDAR by adjusting EBITDA to exclude rent—cost of services. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures. These non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business.
|
•
|
they are widely used by investors and analysts in our industry as a supplemental measure to evaluate the overall operating performance of companies in our industry without regard to items such as interest expense, net and depreciation and amortization, which can vary substantially from company to company depending on the book value of assets, capital structure and the method by which assets were acquired; and
|
•
|
they help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure and asset base from our operating results.
|
•
|
as measurements of our operating performance to assist us in comparing our operating performance on a consistent basis;
|
•
|
to allocate resources to enhance the financial performance of our business;
|
•
|
to evaluate the effectiveness of our operational strategies; and
|
•
|
to compare our operating performance to that of our competitors.
|
•
|
they do not reflect our current or future cash requirements for capital expenditures or contractual commitments;
|
•
|
they do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
they do not reflect the net interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
|
•
|
they do not reflect any income tax payments we may be required to make;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and EBITDAR do not reflect any cash requirements for such replacements; and
|
•
|
other companies in our industry may calculate these measures differently than we do, which may limit their usefulness as comparative measures.
|
(2)
|
Adjusted EBITDA is EBITDA adjusted for non-core business items, which for the reported periods includes, to the extent applicable:
|
•
|
results at our urgent care centers (including the portion related to non-controlling interest);
|
•
|
breakup fee, net of costs, received in connection with a public auction in which we were the priority bidder;
|
•
|
acquisition-related costs;
|
•
|
stock-based compensation expense;
|
•
|
costs incurred for facilities currently being constructed and other start-up operations;
|
•
|
costs incurred related to new systems implementation;
|
•
|
professional service fees including costs incurred to recognize income tax credits;
|
•
|
results at one closed facility, including continued obligation under the lease and related closing expenses;
|
•
|
insurance reserves in connection with the settlement of a general liability claim; and
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Consolidated statements of income data:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
11,363
|
|
|
$
|
13,233
|
|
|
$
|
20,653
|
|
|
$
|
28,323
|
|
Less: net income (loss) attributable to noncontrolling interests
|
37
|
|
|
45
|
|
|
155
|
|
|
(37
|
)
|
||||
Interest expense, net
|
1,168
|
|
|
372
|
|
|
2,303
|
|
|
872
|
|
||||
Provision for income taxes
|
7,278
|
|
|
8,379
|
|
|
13,167
|
|
|
17,964
|
|
||||
Depreciation and amortization
|
9,772
|
|
|
6,379
|
|
|
18,069
|
|
|
12,896
|
|
||||
EBITDA
|
$
|
29,544
|
|
|
$
|
28,318
|
|
|
$
|
54,037
|
|
|
$
|
60,092
|
|
Facility rent—cost of services
|
30,741
|
|
|
19,066
|
|
|
57,732
|
|
|
38,031
|
|
||||
EBITDAR
|
$
|
60,285
|
|
|
$
|
47,384
|
|
|
$
|
111,769
|
|
|
$
|
98,123
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
|
$
|
29,544
|
|
|
$
|
28,318
|
|
|
$
|
54,037
|
|
|
$
|
60,092
|
|
Urgent care center earnings(a)
|
(811
|
)
|
|
(625
|
)
|
|
(1,867
|
)
|
|
(1,565
|
)
|
||||
Costs incurred for facilities currently being constructed and other start-up operations(b)
|
449
|
|
|
462
|
|
|
1,812
|
|
|
608
|
|
||||
Results at closed facility, including continued obligations and closing expenses(c)
|
206
|
|
|
—
|
|
|
8,331
|
|
|
—
|
|
||||
Stock-based compensation expense(d)
|
2,780
|
|
|
1,733
|
|
|
4,665
|
|
|
3,226
|
|
||||
Insurance reserve in connection with the settlement of a general liability claim(e)
|
1,586
|
|
|
—
|
|
|
1,586
|
|
|
—
|
|
||||
Acquisition related costs(f)
|
748
|
|
|
438
|
|
|
893
|
|
|
590
|
|
||||
Costs incurred related to new systems implementation and professional service fee(g)
|
269
|
|
|
885
|
|
|
947
|
|
|
1,198
|
|
||||
Breakup fee, net of costs, received in connection with a public auction(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
||||
Rent related to items(a),(b) and (c) above
|
2,721
|
|
|
527
|
|
|
4,662
|
|
|
1,016
|
|
||||
Adjusted EBITDA
|
$
|
37,492
|
|
|
$
|
31,738
|
|
|
$
|
75,066
|
|
|
$
|
64,146
|
|
Rent—cost of services
|
30,741
|
|
|
19,066
|
|
|
57,732
|
|
|
38,031
|
|
||||
Less: rent related to items(a),(b) and (c) above
|
(2,721
|
)
|
|
(527
|
)
|
|
(4,662
|
)
|
|
(1,016
|
)
|
||||
Adjusted EBITDAR
|
$
|
65,512
|
|
|
$
|
50,277
|
|
|
$
|
128,136
|
|
|
$
|
101,161
|
|
(b)
|
Costs incurred for facilities currently being constructed and other start-up operations. This amount excluded rent, depreciation and interest of $2.3 million and $3.8 million for the
three and six months ended June 30, 2016
, respectively. Rent, depreciation and interest expenses were not material for the
three and six months ended June 30, 2015
.
|
(d)
|
Stock-based compensation expense incurred during the
three and six months ended June 30, 2016 and 2015
.
|
(e)
|
Insurance reserves in connection with the settlement of a general liability claim.
|
(g)
|
Costs incurred related to new systems implementation and income tax credits which contributed to a decrease in effective tax rate.
|
|
|
Three Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
Revenue Dollars
|
|
Revenue Percentage
|
|
Revenue Dollars
|
|
Revenue Percentage
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||
TSA services:
|
|
|
|
|
|
|
|
|
||||||
Skilled nursing facilities
|
|
$
|
340,417
|
|
|
82.9
|
%
|
|
$
|
265,709
|
|
|
85.4
|
%
|
Assisted and independent living facilities
|
|
30,708
|
|
|
7.5
|
|
|
15,927
|
|
|
5.1
|
|
||
Total TSA services
|
|
371,125
|
|
|
90.4
|
|
|
281,636
|
|
|
90.5
|
|
||
Home health and hospice services:
|
|
|
|
|
|
|
|
|
||||||
Home health
|
|
14,416
|
|
|
3.5
|
|
|
11,294
|
|
|
3.6
|
|
||
Hospice
|
|
14,077
|
|
|
3.4
|
|
|
8,650
|
|
|
2.8
|
|
||
Total home health and hospice services
|
|
28,493
|
|
|
6.9
|
|
|
19,944
|
|
|
6.4
|
|
||
All other (1)
|
|
10,899
|
|
|
2.7
|
|
|
9,476
|
|
|
3.1
|
|
||
Total revenue
|
|
$
|
410,517
|
|
|
100.0
|
%
|
|
$
|
311,056
|
|
|
100.0
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Total Facility Results:
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
340,417
|
|
|
$
|
265,709
|
|
|
$
|
74,708
|
|
|
28.1
|
%
|
Assisted and independent living revenue
|
30,708
|
|
|
15,927
|
|
|
14,781
|
|
|
92.8
|
%
|
|||
Total TSA services revenue
|
$
|
371,125
|
|
|
$
|
281,636
|
|
|
$
|
89,489
|
|
|
31.8
|
%
|
Number of facilities at period end
|
206
|
|
|
150
|
|
|
56
|
|
|
37.3
|
%
|
|||
Actual patient days
|
1,465,625
|
|
|
1,121,158
|
|
|
344,467
|
|
|
30.7
|
%
|
|||
Occupancy percentage — Operational beds
|
76.3
|
%
|
|
78.0
|
%
|
|
|
|
(1.7
|
)%
|
||||
Skilled mix by nursing days
|
31.3
|
%
|
|
30.1
|
%
|
|
|
|
1.2
|
%
|
||||
Skilled mix by nursing revenue
|
52.7
|
%
|
|
53.4
|
%
|
|
|
|
(0.7
|
)%
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Same Facility Results(1):
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
225,787
|
|
|
$
|
211,994
|
|
|
$
|
13,793
|
|
|
6.5
|
%
|
Assisted and independent living revenue
|
9,360
|
|
|
9,217
|
|
|
143
|
|
|
1.6
|
%
|
|||
Total TSA services revenue
|
$
|
235,147
|
|
|
$
|
221,211
|
|
|
$
|
13,936
|
|
|
6.3
|
%
|
Number of facilities at period end
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
%
|
|||
Actual patient days
|
842,405
|
|
|
849,485
|
|
|
(7,080
|
)
|
|
(0.8
|
)%
|
|||
Occupancy percentage — Operational beds
|
78.8
|
%
|
|
80.1
|
%
|
|
|
|
(1.3
|
)%
|
||||
Skilled mix by nursing days
|
30.4
|
%
|
|
30.1
|
%
|
|
|
|
0.3
|
%
|
||||
Skilled mix by nursing revenue
|
51.1
|
%
|
|
53.6
|
%
|
|
|
|
(2.5
|
)%
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Transitioning Facility Results(2):
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
42,284
|
|
|
$
|
40,069
|
|
|
$
|
2,215
|
|
|
5.5
|
%
|
Assisted and independent living revenue
|
4,754
|
|
|
4,389
|
|
|
365
|
|
|
8.3
|
%
|
|||
Total TSA services revenue
|
$
|
47,038
|
|
|
$
|
44,458
|
|
|
$
|
2,580
|
|
|
5.8
|
%
|
Number of facilities at period end
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
%
|
|||
Actual patient days
|
186,096
|
|
|
182,708
|
|
|
3,388
|
|
|
1.9
|
%
|
|||
Occupancy percentage — Operational beds
|
73.3
|
%
|
|
71.9
|
%
|
|
|
|
1.4
|
%
|
||||
Skilled mix by nursing days
|
34.1
|
%
|
|
31.8
|
%
|
|
|
|
2.3
|
%
|
||||
Skilled mix by nursing revenue
|
55.9
|
%
|
|
54.6
|
%
|
|
|
|
1.3
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
||||||||
Recently Acquired Facility Results(3):
|
|
|
|
|
|
|
|
||||||
Skilled nursing revenue
|
$
|
72,346
|
|
|
$
|
11,883
|
|
|
$
|
60,463
|
|
|
NM
|
Assisted and independent living revenue
|
16,594
|
|
|
2,321
|
|
|
14,273
|
|
|
NM
|
|||
Total TSA services revenue
|
$
|
88,940
|
|
|
$
|
14,204
|
|
|
$
|
74,736
|
|
|
NM
|
Number of facilities at period end
|
71
|
|
|
14
|
|
|
57
|
|
|
NM
|
|||
Actual patient days
|
437,124
|
|
|
80,217
|
|
|
356,907
|
|
|
NM
|
|||
Occupancy percentage — Operational beds
|
73.1
|
%
|
|
73.0
|
%
|
|
|
|
|
NM
|
|||
Skilled mix by nursing days
|
32.1
|
%
|
|
29.6
|
%
|
|
|
|
|
NM
|
|||
Skilled mix by nursing revenue
|
55.6
|
%
|
|
50.7
|
%
|
|
|
|
|
NM
|
|
Three Months Ended
June 30, |
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
||||||||
Facility Closed(4):
|
|
|
|
|
|
|
|
||||||
Skilled nursing revenue
|
—
|
|
|
1,763
|
|
|
$
|
(1,763
|
)
|
|
NM
|
||
Assisted and independent living revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|||
Total TSA services revenue
|
$
|
—
|
|
|
$
|
1,763
|
|
|
$
|
(1,763
|
)
|
|
NM
|
Actual patient days
|
—
|
|
|
8,748
|
|
|
(8,748
|
)
|
|
NM
|
|||
Occupancy percentage — Operational beds
|
—
|
%
|
|
70.2
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing days
|
—
|
%
|
|
10.5
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing revenue
|
—
|
%
|
|
26.9
|
%
|
|
|
|
NM
|
(1)
|
Same Facility results represent all facilities purchased prior to January 1, 2013.
|
(2)
|
Transitioning Facility results represents all facilities purchased from January 1, 2013 to December 31, 2014.
|
(3)
|
Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2015.
|
(4)
|
Facility Closed represent the result of one facility closed during the first quarter of 2016. These results were excluded from Same Facility results for three months ended June 30, 2016 and 2015 for comparison purposes.
|
•
|
Managed care revenue increased by
$2.0 million
, or
6.1%
, which was driven by a
5.4%
increase in managed care days as well as a
0.9%
increase in managed care revenue per patient day.
|
•
|
Medicaid revenue, including Medicaid skilled revenue, increased by
$12.7 million
, or
13.6%
, which was driven by a
16.3%
increase in Medicaid revenue per patient day driven by the quality improvement program in California, supplemental programs in Utah as well as the add-on to the reimbursement rate, partially offset by a
1.0%
decrease in Medicaid days.
|
•
|
Medicare revenue decreased by
$2.2 million
, or
3.3%
, which was driven by a
8.4%
decrease in Medicare days, partially offset by a
3.3%
increase in Medicare revenue per patient day.
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Skilled Nursing Average Daily Revenue Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Medicare
|
$
|
581.48
|
|
|
$
|
562.69
|
|
|
$
|
557.12
|
|
|
$
|
555.42
|
|
|
$
|
494.81
|
|
|
$
|
452.97
|
|
|
$
|
555.11
|
|
|
$
|
554.72
|
|
Managed care
|
424.79
|
|
|
421.17
|
|
|
461.67
|
|
|
458.59
|
|
|
409.62
|
|
|
428.20
|
|
|
427.43
|
|
|
428.94
|
|
||||||||
Other skilled
|
468.47
|
|
|
468.38
|
|
|
351.42
|
|
|
324.76
|
|
|
384.43
|
|
|
666.11
|
|
|
440.25
|
|
|
448.95
|
|
||||||||
Total skilled revenue
|
505.99
|
|
|
499.85
|
|
|
478.37
|
|
|
477.00
|
|
|
453.45
|
|
|
459.54
|
|
|
489.49
|
|
|
494.31
|
|
||||||||
Medicaid
|
215.90
|
|
|
185.58
|
|
|
190.70
|
|
|
182.54
|
|
|
168.98
|
|
|
185.95
|
|
|
202.11
|
|
|
184.80
|
|
||||||||
Private and other payors
|
207.64
|
|
|
189.48
|
|
|
213.58
|
|
|
192.98
|
|
|
181.61
|
|
|
193.58
|
|
|
201.41
|
|
|
189.87
|
|
||||||||
Total skilled nursing revenue
|
303.93
|
|
|
280.60
|
|
|
291.18
|
|
|
277.29
|
|
|
262.10
|
|
|
268.65
|
|
|
292.40
|
|
|
$
|
278.71
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Percentage of Skilled Nursing Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Medicare
|
27.8
|
%
|
|
30.7
|
%
|
|
23.1
|
%
|
|
24.4
|
%
|
|
32.5
|
%
|
|
35.0
|
%
|
|
28.2
|
%
|
|
29.9
|
%
|
Managed care
|
15.6
|
|
|
15.7
|
|
|
26.5
|
|
|
25.0
|
|
|
19.6
|
|
|
11.3
|
|
|
17.8
|
|
|
16.9
|
|
Other skilled
|
7.7
|
|
|
7.2
|
|
|
6.3
|
|
|
5.2
|
|
|
3.5
|
|
|
4.4
|
|
|
6.7
|
|
|
6.6
|
|
Skilled mix
|
51.1
|
|
|
53.6
|
|
|
55.9
|
|
|
54.6
|
|
|
55.6
|
|
|
50.7
|
|
|
52.7
|
|
|
53.4
|
|
Private and other payors
|
7.9
|
|
|
8.2
|
|
|
8.1
|
|
|
8.1
|
|
|
9.2
|
|
|
15.6
|
|
|
8.1
|
|
|
8.6
|
|
Quality mix
|
59.0
|
|
|
61.8
|
|
|
64.0
|
|
|
62.7
|
|
|
64.8
|
|
|
66.3
|
|
|
60.8
|
|
|
62.0
|
|
Medicaid
|
41.0
|
|
|
38.2
|
|
|
36.0
|
|
|
37.3
|
|
|
35.2
|
|
|
33.7
|
|
|
39.2
|
|
|
38.0
|
|
Total skilled nursing
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Percentage of Skilled Nursing Days:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Medicare
|
14.4
|
%
|
|
15.3
|
%
|
|
12.1
|
%
|
|
12.2
|
%
|
|
17.2
|
%
|
|
20.8
|
%
|
|
14.8
|
%
|
|
15.0
|
%
|
Managed care
|
11.1
|
|
|
10.5
|
|
|
16.7
|
|
|
15.1
|
|
|
12.5
|
|
|
7.1
|
|
|
12.1
|
|
|
11.0
|
|
Other skilled
|
4.9
|
|
|
4.3
|
|
|
5.3
|
|
|
4.5
|
|
|
2.4
|
|
|
1.7
|
|
|
4.4
|
|
|
4.1
|
|
Skilled mix
|
30.4
|
|
|
30.1
|
|
|
34.1
|
|
|
31.8
|
|
|
32.1
|
|
|
29.6
|
|
|
31.3
|
|
|
30.1
|
|
Private and other payors
|
12.3
|
|
|
12.1
|
|
|
10.9
|
|
|
11.5
|
|
|
13.3
|
|
|
21.8
|
|
|
12.3
|
|
|
12.6
|
|
Quality mix
|
42.7
|
|
|
42.2
|
|
|
45.0
|
|
|
43.3
|
|
|
45.4
|
|
|
51.4
|
|
|
43.6
|
|
|
42.7
|
|
Medicaid
|
57.3
|
|
|
57.8
|
|
|
55.0
|
|
|
56.7
|
|
|
54.6
|
|
|
48.6
|
|
|
56.4
|
|
|
57.3
|
|
Total skilled nursing
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Results:
|
|
|
|
|
|
|
|
|||||||
Home health and hospice revenue
|
|
|
|
|
|
|
|
|||||||
Home health services
|
$
|
14,416
|
|
|
$
|
11,294
|
|
|
$
|
3,122
|
|
|
27.6
|
%
|
Hospice services
|
14,077
|
|
|
8,650
|
|
|
5,427
|
|
|
62.7
|
|
|||
Total home health and hospice revenue
|
$
|
28,493
|
|
|
$
|
19,944
|
|
|
$
|
8,549
|
|
|
42.9
|
%
|
Home health services:
|
|
|
|
|
|
|
|
|||||||
Medicare Episodic Admissions
|
2,037
|
|
|
1,672
|
|
|
365
|
|
|
21.8
|
%
|
|||
Average Medicare Revenue per Completed Episode
|
$
|
2,950
|
|
|
$
|
2,954
|
|
|
$
|
(4
|
)
|
|
(0.1
|
)%
|
Hospice services:
|
|
|
|
|
|
|
|
|||||||
Average Daily Census
|
898
|
|
|
562
|
|
|
336
|
|
|
59.8
|
%
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice
|
|
All Other
|
|
Total
|
|
TSA Services
|
|
Home Health and Hospice
|
|
All Other
|
|
Total
|
||||||||||||||||
Cost of service dollars
|
|
$
|
297,505
|
|
|
$
|
23,547
|
|
|
$
|
9,486
|
|
|
$
|
330,538
|
|
|
$
|
223,478
|
|
|
$
|
16,449
|
|
|
$
|
8,365
|
|
|
$
|
248,292
|
|
|
|
Three Months Ended
June 30, |
|
|
|
%
|
|||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
|
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of service dollars
|
|
$
|
297,505
|
|
|
$
|
223,478
|
|
|
$
|
74,027
|
|
|
33.1
|
%
|
Revenue percentage
|
|
80.2
|
%
|
|
79.4
|
%
|
|
|
|
0.8
|
%
|
|
|
Three Months Ended
June 30, |
|
|
|
%
|
|||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
|
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of service dollars
|
|
$
|
23,547
|
|
|
$
|
16,449
|
|
|
$
|
7,098
|
|
|
43.2
|
%
|
Revenue percentage
|
|
82.6
|
%
|
|
82.5
|
%
|
|
|
|
0.1
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
Revenue Dollars
|
|
Revenue Percentage
|
|
Revenue Dollars
|
|
Revenue Percentage
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||
TSA services:
|
|
|
|
|
|
|
|
|
||||||
Skilled nursing facilities
|
|
$
|
655,631
|
|
|
82.6
|
%
|
|
$
|
530,179
|
|
|
85.8
|
%
|
Assisted and independent living facilities
|
|
60,877
|
|
|
7.7
|
|
|
30,230
|
|
|
4.9
|
|
||
Total TSA services
|
|
716,508
|
|
|
90.3
|
|
|
560,409
|
|
|
90.7
|
|
||
Home health and hospice services:
|
|
|
|
|
|
|
|
|
||||||
Home health
|
|
28,324
|
|
|
3.6
|
|
|
21,656
|
|
|
3.5
|
|
||
Hospice
|
|
26,835
|
|
|
3.4
|
|
|
16,604
|
|
|
2.7
|
|
||
Total home health and hospice services
|
|
55,159
|
|
|
7.0
|
|
|
38,260
|
|
|
6.2
|
|
||
All other (1)
|
|
22,083
|
|
|
2.7
|
|
|
18,916
|
|
|
3.1
|
|
||
Total revenue
|
|
$
|
793,750
|
|
|
100.0
|
%
|
|
$
|
617,585
|
|
|
100.0
|
%
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Total Facility Results:
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
655,631
|
|
|
$
|
530,179
|
|
|
$
|
125,452
|
|
|
23.7
|
%
|
Assisted and independent living revenue
|
60,877
|
|
|
30,230
|
|
|
30,647
|
|
|
101.4
|
%
|
|||
Total TSA services revenue
|
$
|
716,508
|
|
|
$
|
560,409
|
|
|
$
|
156,099
|
|
|
27.9
|
%
|
Number of facilities at period end
|
206
|
|
|
150
|
|
|
56
|
|
|
37.3
|
%
|
|||
Actual patient days
|
2,842,504
|
|
|
2,198,396
|
|
|
644,108
|
|
|
29.3
|
%
|
|||
Occupancy percentage — Operational beds
|
76.7
|
%
|
|
78.4
|
%
|
|
|
|
(1.7
|
)%
|
||||
Skilled mix by nursing days
|
31.9
|
%
|
|
30.2
|
%
|
|
|
|
1.7
|
%
|
||||
Skilled mix by nursing revenue
|
53.6
|
%
|
|
53.2
|
%
|
|
|
|
0.4
|
%
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Same Facility Results(1):
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
449,545
|
|
|
$
|
427,549
|
|
|
$
|
21,996
|
|
|
5.1
|
%
|
Assisted and independent living revenue
|
18,467
|
|
|
18,280
|
|
|
187
|
|
|
1.0
|
%
|
|||
Total TSA services revenue
|
$
|
468,012
|
|
|
$
|
445,829
|
|
|
$
|
22,183
|
|
|
5.0
|
%
|
Number of facilities at period end
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
%
|
|||
Actual patient days
|
1,698,652
|
|
|
1,694,987
|
|
|
3,665
|
|
|
0.2
|
%
|
|||
Occupancy percentage — Operational beds
|
79.4
|
%
|
|
80.3
|
%
|
|
|
|
(0.9
|
)%
|
||||
Skilled mix by nursing days
|
30.9
|
%
|
|
30.3
|
%
|
|
|
|
0.6
|
%
|
||||
Skilled mix by nursing revenue
|
52.3
|
%
|
|
53.5
|
%
|
|
|
|
(1.2
|
)%
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
|||||||||
Transitioning Facility Results(2):
|
|
|
|
|
|
|
|
|||||||
Skilled nursing revenue
|
$
|
86,223
|
|
|
$
|
80,640
|
|
|
$
|
5,583
|
|
|
6.9
|
%
|
Assisted and independent living revenue
|
9,341
|
|
|
8,755
|
|
|
586
|
|
|
6.7
|
%
|
|||
Total TSA services revenue
|
$
|
95,564
|
|
|
$
|
89,395
|
|
|
$
|
6,169
|
|
|
6.9
|
%
|
Number of facilities at period end
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
%
|
|||
Actual patient days
|
374,345
|
|
|
364,555
|
|
|
9,790
|
|
|
2.7
|
%
|
|||
Occupancy percentage — Operational beds
|
73.7
|
%
|
|
71.8
|
%
|
|
|
|
1.9
|
%
|
||||
Skilled mix by nursing days
|
34.5
|
%
|
|
31.4
|
%
|
|
|
|
3.1
|
%
|
||||
Skilled mix by nursing revenue
|
56.4
|
%
|
|
54.2
|
%
|
|
|
|
2.2
|
%
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
||||||||
Recently Acquired Facility Results(3):
|
|
|
|
|
|
|
|
||||||
Skilled nursing revenue
|
$
|
119,243
|
|
|
$
|
18,331
|
|
|
$
|
100,912
|
|
|
NM
|
Assisted and independent living revenue
|
33,069
|
|
|
3,195
|
|
|
29,874
|
|
|
NM
|
|||
Total TSA services revenue
|
$
|
152,312
|
|
|
$
|
21,526
|
|
|
$
|
130,786
|
|
|
NM
|
Number of facilities at period end
|
71
|
|
|
14
|
|
|
57
|
|
|
NM
|
|||
Actual patient days
|
766,262
|
|
|
120,913
|
|
|
645,349
|
|
|
NM
|
|||
Occupancy percentage — Operational beds
|
72.5
|
%
|
|
74.5
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing days
|
33.9
|
%
|
|
26.3
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing revenue
|
56.5
|
%
|
|
46.9
|
%
|
|
|
|
NM
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||
|
(Dollars in thousands)
|
|
Change
|
|
% Change
|
||||||||
Facility Closed(4):
|
|
|
|
|
|
|
|
||||||
Skilled nursing revenue
|
$
|
620
|
|
|
$
|
3,659
|
|
|
$
|
(3,039
|
)
|
|
NM
|
Assisted and independent living revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|||
Total TSA services revenue
|
$
|
620
|
|
|
$
|
3,659
|
|
|
$
|
(3,039
|
)
|
|
NM
|
Actual patient days
|
3,245
|
|
|
17,941
|
|
|
(14,696
|
)
|
|
NM
|
|||
Occupancy percentage — Operational beds
|
70.7
|
%
|
|
72.4
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing days
|
9.6
|
%
|
|
13.0
|
%
|
|
|
|
NM
|
||||
Skilled mix by nursing revenue
|
14.0
|
%
|
|
31.6
|
%
|
|
|
|
NM
|
(1)
|
Same Facility results represent all facilities purchased prior to January 1, 2013.
|
(2)
|
Transitioning Facility results represents all facilities purchased from January 1, 2013 to December 31, 2014.
|
(3)
|
Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2015.
|
(4)
|
Facility Closed represent the results of one facility that closed during the first quarter of 2016. These results were excluded from Same Facility results for six months ended June 30, 2016 and 2015 for comparison purposes. Included in the six months ended June 30, 2016 results is one month of operation as the facility was closed in February 2016; as such, the metrics are not comparable to the results during the six months ended June 30, 2015.
|
•
|
Managed care revenue increased by
$8.8 million
, or
13.2%
, which was driven by a
10.6%
increase in managed care days as well as a
1.6%
increase in managed care revenue per patient day.
|
•
|
Medicaid revenue, including Medicaid skilled revenue, increased by
$17.8 million
, or
9.4%
, which was driven by a
0.9%
increase in Medicaid days driven by the quality improvement program in California, supplemental programs in Utah and Texas and the add-on to the reimbursement rate, as well as a
8.7%
increase in Medicaid revenue per patient day.
|
•
|
Medicare revenue decreased by
$6.2 million
, or
4.5%
, which was driven by a
9.2%
decrease in Medicare days, partially offset by a
2.8%
increase in Medicare revenue per patient day.
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Skilled Nursing Average Daily Revenue Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Medicare
|
$
|
580.14
|
|
|
$
|
564.51
|
|
|
$
|
557.08
|
|
|
$
|
556.26
|
|
|
$
|
492.44
|
|
|
$
|
451.51
|
|
|
$
|
556.51
|
|
|
$
|
558.20
|
|
Managed care
|
423.08
|
|
|
416.35
|
|
|
463.87
|
|
|
461.45
|
|
|
410.07
|
|
|
412.68
|
|
|
427.65
|
|
|
425.87
|
|
||||||||
Other skilled
|
467.33
|
|
|
473.75
|
|
|
350.59
|
|
|
324.95
|
|
|
389.41
|
|
|
669.14
|
|
|
439.46
|
|
|
456.13
|
|
||||||||
Total skilled revenue
|
503.07
|
|
|
500.66
|
|
|
478.42
|
|
|
480.87
|
|
|
451.99
|
|
|
461.00
|
|
|
488.82
|
|
|
496.10
|
|
||||||||
Medicaid
|
206.35
|
|
|
189.91
|
|
|
189.43
|
|
|
183.02
|
|
|
175.67
|
|
|
184.53
|
|
|
198.28
|
|
|
188.20
|
|
||||||||
Private and other payors
|
203.57
|
|
|
189.94
|
|
|
223.90
|
|
|
202.20
|
|
|
190.29
|
|
|
190.81
|
|
|
203.59
|
|
|
191.62
|
|
||||||||
Total skilled nursing revenue
|
297.95
|
|
|
284.22
|
|
|
292.81
|
|
|
278.95
|
|
|
271.05
|
|
|
258.71
|
|
|
291.81
|
|
|
$
|
281.59
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Percentage of Skilled Nursing Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Medicare
|
28.0
|
%
|
|
31.1
|
%
|
|
22.9
|
%
|
|
23.8
|
%
|
|
32.7
|
%
|
|
31.4
|
%
|
|
28.2
|
%
|
|
29.9
|
%
|
Managed care
|
16.5
|
|
|
15.4
|
|
|
27.0
|
|
|
26.0
|
|
|
19.5
|
|
|
9.7
|
|
|
18.4
|
|
|
16.8
|
|
Other skilled
|
7.8
|
|
|
7.0
|
|
|
6.5
|
|
|
4.4
|
|
|
4.3
|
|
|
5.8
|
|
|
7.0
|
|
|
6.5
|
|
Skilled mix
|
52.3
|
|
|
53.5
|
|
|
56.4
|
|
|
54.2
|
|
|
56.5
|
|
|
46.9
|
|
|
53.6
|
|
|
53.2
|
|
Private and other payors
|
7.9
|
|
|
8.0
|
|
|
8.1
|
|
|
8.6
|
|
|
8.5
|
|
|
17.0
|
|
|
8.1
|
|
|
8.5
|
|
Quality mix
|
60.2
|
|
|
61.5
|
|
|
64.5
|
|
|
62.8
|
|
|
65.0
|
|
|
63.9
|
|
|
61.7
|
|
|
61.7
|
|
Medicaid
|
39.8
|
|
|
38.5
|
|
|
35.5
|
|
|
37.2
|
|
|
35.0
|
|
|
36.1
|
|
|
38.3
|
|
|
38.3
|
|
Total skilled nursing
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
Same Facility
|
|
Transitioning
|
|
Acquisitions
|
|
Total
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Percentage of Skilled Nursing Days:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Medicare
|
14.3
|
%
|
|
15.6
|
%
|
|
12.0
|
%
|
|
11.9
|
%
|
|
18.0
|
%
|
|
18.0
|
%
|
|
14.7
|
%
|
|
15.1
|
%
|
Managed care
|
11.6
|
|
|
10.5
|
|
|
17.0
|
|
|
15.7
|
|
|
12.9
|
|
|
6.1
|
|
|
12.5
|
|
|
11.1
|
|
Other skilled
|
5.0
|
|
|
4.2
|
|
|
5.5
|
|
|
3.8
|
|
|
3.0
|
|
|
2.2
|
|
|
4.7
|
|
|
4.0
|
|
Skilled mix
|
30.9
|
|
|
30.3
|
|
|
34.5
|
|
|
31.4
|
|
|
33.9
|
|
|
26.3
|
|
|
31.9
|
|
|
30.2
|
|
Private and other payors
|
11.9
|
|
|
12.1
|
|
|
10.7
|
|
|
11.9
|
|
|
12.2
|
|
|
23.0
|
|
|
11.8
|
|
|
12.5
|
|
Quality mix
|
42.8
|
|
|
42.4
|
|
|
45.2
|
|
|
43.3
|
|
|
46.1
|
|
|
49.3
|
|
|
43.7
|
|
|
42.7
|
|
Medicaid
|
57.2
|
|
|
57.6
|
|
|
54.8
|
|
|
56.7
|
|
|
53.9
|
|
|
50.7
|
|
|
56.3
|
|
|
57.3
|
|
Total skilled nursing
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Results:
|
|
|
|
|
|
|
|
|||||||
Home health and hospice revenue
|
|
|
|
|
|
|
|
|||||||
Home health services
|
$
|
28,324
|
|
|
$
|
21,656
|
|
|
$
|
6,668
|
|
|
30.8
|
%
|
Hospice services
|
26,835
|
|
|
16,604
|
|
|
10,231
|
|
|
61.6
|
|
|||
Total home health and hospice revenue
|
$
|
55,159
|
|
|
$
|
38,260
|
|
|
$
|
16,899
|
|
|
44.2
|
%
|
Home health services:
|
|
|
|
|
|
|
|
|||||||
Medicare Episodic Admissions
|
4,194
|
|
|
3,415
|
|
|
779
|
|
|
22.8
|
%
|
|||
Average Medicare Revenue per Completed Episode
|
$
|
2,937
|
|
|
$
|
2,984
|
|
|
$
|
(47
|
)
|
|
(1.6
|
)%
|
Hospice services:
|
|
|
|
|
|
|
|
|||||||
Average Daily Census
|
871
|
|
|
552
|
|
|
319
|
|
|
57.8
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
TSA Services
|
|
Home Health and Hospice
|
|
All Other
|
|
Total
|
|
TSA Services
|
|
Home Health and Hospice
|
|
All Other
|
|
Total
|
||||||||||||||||
Cost of service dollars
|
|
$
|
571,808
|
|
|
$
|
46,390
|
|
|
$
|
18,648
|
|
|
$
|
636,846
|
|
|
$
|
441,841
|
|
|
$
|
31,609
|
|
|
$
|
16,298
|
|
|
$
|
489,748
|
|
|
|
Six Months Ended June 30,
|
|
|
|
%
|
|||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
|
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of service dollars
|
|
$
|
571,808
|
|
|
$
|
441,841
|
|
|
$
|
129,967
|
|
|
29.4
|
%
|
Revenue percentage
|
|
79.8
|
%
|
|
78.8
|
%
|
|
|
|
1.0
|
%
|
|
|
Six Months Ended June 30,
|
|
|
|
%
|
|||||||||
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
|
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Cost of service dollars
|
|
$
|
46,390
|
|
|
$
|
31,609
|
|
|
$
|
14,781
|
|
|
46.8
|
%
|
Revenue percentage
|
|
84.1
|
%
|
|
82.6
|
%
|
|
|
|
1.5
|
%
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
36,828
|
|
|
$
|
6,808
|
|
Net cash used in investing activities
|
(99,857
|
)
|
|
(89,427
|
)
|
||
Net cash provided by financing activities
|
54,979
|
|
|
82,846
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(8,050
|
)
|
|
227
|
|
||
Cash and cash equivalents at beginning of period
|
41,569
|
|
|
50,408
|
|
||
Cash and cash equivalents at end of period
|
$
|
33,519
|
|
|
$
|
50,635
|
|
•
|
an obligation to refund amounts previously paid to us pursuant to the Medicare or Medicaid programs or from private payors, in amounts that could be material to our business;
|
•
|
state or federal agencies imposing fines, penalties and other sanctions on us;
|
•
|
loss of our right to participate in the Medicare or Medicaid programs or one or more private payor networks;
|
•
|
an increase in private litigation against us; and
|
•
|
damage to our reputation in various markets.
|
•
|
facility and professional licensure, certificates of need, permits and other government approvals;
|
•
|
adequacy and quality of healthcare services;
|
•
|
qualifications of healthcare and support personnel;
|
•
|
quality of medical equipment;
|
•
|
confidentiality, maintenance and security issues associated with medical records and claims processing;
|
•
|
relationships with physicians and other referral sources and recipients;
|
•
|
constraints on protective contractual provisions with patients and third-party payors;
|
•
|
operating policies and procedures;
|
•
|
certification of additional facilities by the Medicare program; and
|
•
|
payment for services.
|
•
|
cost reporting and billing practices;
|
•
|
quality of care;
|
•
|
financial relationships with referral sources; and
|
•
|
medical necessity of services provided.
|
•
|
medical necessity of services provided;
|
•
|
conviction related to fraud;
|
•
|
conviction relating to obstruction of an investigation;
|
•
|
conviction relating to a controlled substance;
|
•
|
licensure revocation or suspension;
|
•
|
exclusion or suspension from state or other federal healthcare programs;
|
•
|
filing claims for excessive charges or unnecessary services or failure to furnish medically necessary services;
|
•
|
ownership or control of an entity by an individual who has been excluded from the Medicaid or Medicare programs, against whom a civil monetary penalty related to the Medicaid or Medicare programs has been assessed or who has been convicted of a criminal offense under federal healthcare programs; and
|
•
|
the transfer of ownership or control interest in an entity to an immediate family or household member in anticipation of, or following, a conviction, assessment or exclusion from the Medicare or Medicaid programs.
|
•
|
the purchase, construction or expansion of healthcare facilities;
|
•
|
capital expenditures exceeding a prescribed amount; or
|
•
|
changes in services or bed capacity.
|
•
|
we experience higher-than-expected professional liability, property and casualty, or other types of claims or losses;
|
•
|
we receive survey deficiencies or citations of higher-than-normal scope or severity;
|
•
|
we acquire especially troubled operations or facilities that present unattractive risks to current or prospective insurers;
|
•
|
insurers tighten underwriting standards applicable to us or our industry; or
|
•
|
insurers or reinsurers are unable or unwilling to insure us or the industry at historical premiums and coverage levels.
|
•
|
our Board of Directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock;
|
•
|
advance notice requirements for stockholders to nominate individuals to serve on our Board of Directors or to submit proposals that can be acted upon at stockholder meetings;
|
•
|
our Board of Directors is classified so not all members of our board are elected at one time, which may make it more difficult for a person who acquires control of a majority of our outstanding voting stock to replace our directors;
|
•
|
stockholder action by written consent is limited;
|
•
|
special meetings of the stockholders are permitted to be called only by the chairman of our Board of Directors, our chief executive officer or by a majority of our Board of Directors;
|
•
|
stockholders are not permitted to cumulate their votes for the election of directors;
|
•
|
newly created directorships resulting from an increase in the authorized number of directors or vacancies on our Board of Directors are filled only by majority vote of the remaining directors;
|
•
|
our Board of Directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
stockholders are permitted to amend our bylaws only upon receiving the affirmative vote of at least a majority of our outstanding common stock.
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
10.1
|
|
|
Second Amended Credit Agreement as of July 19, 2016, by and among The Ensign Group, Inc., SunTrust Bank, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on July 25, 2016)
|
|
|
|
|
|
|
10.2
|
|
|
Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan
|
|
|
|
|
|
|
10.3
|
|
|
Stockholders Agreement
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
101
|
|
|
Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T)
|
|
|
THE ENSIGN GROUP, INC.
|
|
|
|
|
August 1, 2016
|
BY:
|
/s/ SUZANNE D. SNAPPER
|
|
|
Suzanne D. Snapper
|
|
|
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
|
Exhibit
|
|
Description
|
|
|
|
|
|
10.1
|
|
|
Second Amended Credit Agreement as of July 19, 2016, by and among The Ensign Group, Inc., SunTrust Bank, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on July 25, 2016)
|
|
|
|
|
10.2
|
|
|
Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan
|
|
|
|
|
10.3
|
|
|
Stockholders Agreement
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
|
Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T)
|
CORNERSTONE HEALTHCARE, INC.
2016 OMNIBUS INCENTIVE PLAN
|
Cornerstone Healthcare, Inc.
|
27101 Puerta Real, Suite 450
|
Mission Viejo, CA 92691
|
Office: (949) 487-9500
Fax: (949) 540-1968
Email: legal@ensigngroup.net
|
|
CORNERSTONE HEALTHCARE, INC.
|
|
By
_/s/ Daniel H. Walker
Daniel H. Walker
Its: President
|
|
THE ENSIGN GROUP, INC., as Majority Investor
|
|
By
/s/ Christopher R. Christensen
Christopher R. Christensen
Its: President, CEO & Director
|
|
STOCKHOLDER, as Minority Investor
|
|
By
Name:________________________________
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Ensign Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
/s/ Christopher R. Christensen
|
|
||
|
Name:
|
Christopher R. Christensen
|
|
|
|
Title:
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Ensign Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|||||
|
/s/ Suzanne D. Snapper
|
|
|||||||
|
Name:
|
Suzanne D. Snapper
|
|
||||||
|
Title:
|
Chief Financial Officer
|
|
|
1
|
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||
|
|
|
|
||||
|
2
|
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||||
|
|
|
|
|
|||
|
/s/ Christopher R. Christensen
|
|
|||||
|
Name:
|
Christopher R. Christensen
|
|
||||
|
Title:
|
Chief Executive Officer
|
|
||||
|
|||||||
|
August 1, 2016
|
|
|
1
|
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||
|
|
|
|
||||
|
2
|
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||||
|
|
|
|
|
|||
|
/s/ Suzanne D. Snapper
|
|
|||||
|
Name:
|
Suzanne D. Snapper
|
|
||||
|
Title:
|
Chief Financial Officer
|
|
||||
|
|||||||
|
August 1, 2016
|
|