Genesis Healthcare, Inc. (Form: 10-Q, Received: 05/10/2019 14:24:03)

Three months ended March 31,

Exchange of noncontrolling interests

Employee and director unvested restricted stock units

Stock warrants

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2019.

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 001-33459

Genesis Healthcare, Inc.

(Exact name of registrant as specified in its charter)


Delaware		20-3934755
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

101 East State Street
Kennett Square, Pennsylvania		19348
(Address of principal executive offices)		(Zip Code)

(610) 444-6350

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒	Emerging growth company ◻

Non-accelerated filer ☐	Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

GEN

New York Stock Exchange

The number of shares outstanding of each of the issuer’s classes of common stock, as of the close of business on May 9, 2019, was:

Class A common stock, $0.001 par value – 104,516,818 shares

Class B common stock, $0.001 par value – 744,396 shares

Class C common stock, $0.001 par value – 56,620,453 shares

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Genesis Healthcare, Inc.

Form 10-Q

Index

		Page Number
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets — March 31, 2019 and December 31, 2018	3
	Consolidated Statements of Operations — Three months ended March 31, 2019 and 2018	4
	Consolidated Statements of Comprehensive Loss — Three months ended March 31, 2019 and 2018	5
	Consolidated Statements of Stockholders’ Deficit — Three months ended March 31, 2019 and 2018	6
	Consolidated Statements of Cash Flows — Three months ended March 31, 2019 and 2018	8
	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

Part II.	Other Information

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57

Signatures		58

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PART I — FINANCIAL INFORMATIO N

Item 1. Financial Statements .

GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	March 31, 2019		December 31, 2018
Assets:
Current assets:
Cash and cash equivalents	$	14,464	$	20,865
Restricted cash and equivalents		31,921		73,762
Restricted investments in marketable securities		35,631		35,631
Accounts receivable		602,374		622,717
Prepaid expenses		73,971		82,747
Other current assets		42,115		36,528
Assets held for sale		8,539		3,375
Total current assets		809,015		875,625
Property and equipment, net of accumulated depreciation of $417,808 and $976,802 at March 31, 2019 and December 31, 2018, respectively		679,749		2,887,554
Finance lease right-of-use assets, net of accumulated amortization of $66,460 at March 31, 2019		523,167		—
Operating lease right-of-use assets		2,235,128		—
Restricted cash and equivalents		52,119		47,649
Restricted investments in marketable securities		107,724		100,522
Other long-term assets		114,897		125,595
Deferred income taxes		5,775		5,867
Identifiable intangible assets, net of accumulated amortization of $68,374 and $99,160 at March 31, 2019 and December 31, 2018, respectively		95,015		119,082
Goodwill		85,642		85,642
Assets held for sale		71,692		16,087
Total assets	$	4,779,923	$	4,263,623
Liabilities and Stockholders' Deficit:
Current liabilities:
Current installments of long-term debt	$	89,695	$	122,531
Current installments of finance lease obligations		2,734		2,171
Current installments of operating lease obligations		107,497		—
Current installments of financing obligations		—		2,001
Accounts payable		241,065		234,786
Accrued expenses		220,596		227,813
Accrued compensation		164,299		172,726
Self-insurance reserves		149,545		149,545
Current portion of liabilities held for sale		1,763		639
Total current liabilities		977,194		912,212
Long-term debt		1,167,167		1,082,933
Finance lease obligations		836,309		967,942
Operating lease obligations		2,279,493		—
Financing obligations		—		2,732,939
Deferred income taxes		6,405		6,281
Self-insurance reserves		445,202		453,993
Liabilities held for sale		102,235		25,942
Other long-term liabilities		90,879		126,247
Commitments and contingencies
Stockholders’ deficit:
Class A common stock, (par $0.001, 1,000,000,000 shares authorized, issued and outstanding - 104,416,818 and 101,235,935 at March 31, 2019 and December 31, 2018, respectively)		104		101
Class B common stock, (par $0.001, 20,000,000 shares authorized, issued and outstanding - 744,396 and 744,396 at March 31, 2019 and December 31, 2018, respectively)		1		1
Class C common stock, (par $0.001, 150,000,000 shares authorized, issued and outstanding - 56,620,453 and 59,700,801 at March 31, 2019 and December 31, 2018, respectively)		57		60
Additional paid-in-capital		254,384		270,408
Accumulated deficit		(1,040,178)		(1,609,828)
Accumulated other comprehensive income (loss)		135		(262)
Total stockholders’ deficit before noncontrolling interests		(785,497)		(1,339,520)
Noncontrolling interests		(339,464)		(705,346)
Total stockholders' deficit		(1,124,961)		(2,044,866)
Total liabilities and stockholders’ deficit	$	4,779,923	$	4,263,623

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATION S

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three months ended March 31,
	2019		2018
Net revenues	$	1,161,640	$	1,301,072
Salaries, wages and benefits		642,410		735,770
Other operating expenses		342,538		384,160
General and administrative costs		35,532		39,875
Lease expense		94,061		33,071
Depreciation and amortization expense		38,195		51,503
Interest expense		51,516		115,037
Loss on early extinguishment of debt		—		10,286
Investment income		(1,864)		(1,047)
Other (income) loss		(16,917)		68
Transaction costs		1,261		12,095
Long-lived asset impairments		—		28,360
Equity in net (income) loss of unconsolidated affiliates		(61)		220
Loss before income tax expense		(25,031)		(108,326)
Income tax expense		51		347
Net loss		(25,082)		(108,673)
Less net loss attributable to noncontrolling interests		9,819		40,135
Net loss attributable to Genesis Healthcare, Inc.	$	(15,263)	$	(68,538)
Loss per common share:
Basic and diluted:
Weighted-average shares outstanding for loss from continuing operations per share		103,715		98,252
Net loss attributable to Genesis Healthcare, Inc.	$	(0.15)	$	(0.70)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS)

(UNAUDITED)


	Three months ended March 31,
	2019		2018
Net loss	$	(25,082)	$	(108,673)
Net unrealized gain (loss) on marketable securities, net of tax		496		(338)
Comprehensive loss		(24,586)		(109,011)
Less: comprehensive loss attributable to noncontrolling interests		9,720		40,259
Comprehensive loss attributable to Genesis Healthcare, Inc.	$	(14,866)	$	(68,752)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(IN THOUSANDS)

(UNAUDITED)


														Accumulated
														other						Total
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional		Accumulated		comprehensive		Stockholders'		Noncontrolling		stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital		deficit		income (loss)		deficit		interests		deficit
Balance at December 31, 2018	101,236	$	101	744	$	1	59,701	$	60	$	270,408	$	(1,609,828)	$	(262)	$	(1,339,520)	$	(705,346)	$	(2,044,866)
Net loss	—		—	—		—	—		—		—		(15,263)		—		(15,263)		(9,819)		(25,082)
Net unrealized gain on marketable securities, net of tax	—		—	—		—	—		—		—		—		397		397		99		496
Share based compensation	—		—	—		—	—		—		2,087		—		—		2,087		—		2,087
Issuance of common stock	100		—	—		—	—		—		—		—		—		—		—		—
Conversion of common stock among classes	3,081		3	—		—	(3,081)		(3)		(18,175)		—		—		(18,175)		18,175		—
Distributions to noncontrolling interests	—		—	—		—	—		—		64		—		—		64		(1,202)		(1,138)
Contributions from noncontrolling interests	—		—	—		—	—		—		—		—		—		—		18,500		18,500
Cumulative effect of accounting change	—		—	—		—	—		—		—		584,913		—		584,913		340,129		925,042
Balance at March 31, 2019	104,417	$	104	744	$	1	56,620	$	57	$	254,384	$	(1,040,178)	$	135	$	(785,497)	$	(339,464)	$	(1,124,961)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(IN THOUSANDS)

(UNAUDITED)


														Accumulated
														other						Total
	Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional		Accumulated		comprehensive		Stockholders'		Noncontrolling		stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital		deficit		income (loss)		deficit		interests		deficit
Balance at December 31, 2017	97,101	$	97	744	$	1	61,561	$	61	$	290,573	$	(1,374,597)	$	(362)	$	(1,084,227)	$	(595,905)	$	(1,680,132)
Net loss	—		—	—		—	—		—		—		(68,538)		—		(68,538)		(40,135)		(108,673)
Net unrealized loss on marketable securities, net of tax	—		—	—		—	—		—		—		—		(214)		(214)		(124)		(338)
Share based compensation	—		—	—		—	—		—		2,427		—		—		2,427		—		2,427
Issuance of common stock	40		—	—		—	—		—		—		—		—		—		—		—
Conversion of common stock among classes	830		1	—		—	(830)		(1)		(8,635)		—		—		(8,635)		8,635		—
Distributions to noncontrolling interests	—		—	—		—	—		—		—		—		—		—		(14)		(14)
Balance at March 31, 2018	97,971	$	98	744	$	1	60,731	$	60	$	284,365	$	(1,443,135)	$	(576)	$	(1,159,187)	$	(627,543)	$	(1,786,730)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW S

(IN THOUSANDS)

(UNAUDITED)


	Three months ended March 31,
	2019		2018
Cash flows from operating activities
Net loss	$	(25,082)	$	(108,673)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash interest and leasing arrangements, net		5,222		22,878
Other non-cash (gains) charges, net		(16,917)		68
Share based compensation		2,087		2,427
Depreciation and amortization expense		38,195		51,503
Operating lease right-of-use asset amortization		29,574		—
Provision for losses on accounts receivable		(685)		(1,524)
Equity in net (income) loss of unconsolidated affiliates		(61)		220
(Benefit) provision for deferred taxes		(835)		250
Long-lived asset impairments		—		28,360
Loss on early extinguishment of debt		—		9,300
Changes in assets and liabilities:
Accounts receivable		20,974		(870)
Accounts payable and other accrued expenses and other		(18,759)		(10,026)
Operating lease obligations		(21,567)		—
Net cash provided by (used in) operating activities		12,146		(6,087)
Cash flows from investing activities:
Capital expenditures		(23,529)		(16,461)
Purchases of marketable securities		(14,700)		(16,009)
Proceeds on maturity or sale of marketable securities		8,257		15,702
Purchases of assets		(252,475)		—
Sales of assets		79,000		—
Other, net		28		(1,099)
Net cash used in investing activities		(203,419)		(17,867)
Cash flows from financing activities:
Borrowings under revolving credit facilities		1,163,000		440,000
Repayments under revolving credit facilities		(1,194,676)		(445,749)
Proceeds from issuance of long-term debt		170,565		561,894
Repayment of long-term debt		(4,467)		(451,169)
Repayment of finance lease obligations		(575)		—
Debt issuance costs		(3,708)		(16,552)
Debt settlement costs		—		(986)
Contributions from noncontrolling interests		18,500		—
Distributions to noncontrolling interests and stockholders		(1,138)		(15)
Net cash provided by financing activities		147,501		87,423
Net (decrease) increase in cash, cash equivalents and restricted cash and equivalents		(43,772)		63,469
Cash, cash equivalents and restricted cash and equivalents:
Beginning of period		142,276		58,638
End of period	$	98,504	$	122,107
Supplemental cash flow information:
Interest paid	$	45,620	$	91,393
Net taxes paid		1,081		3,084
Non-cash investing and financing activities:
Finance lease obligations, net (write-down) gross-up due to lease activity	$	(131,842)	$	18,194
Assets subject to finance lease obligations, net write-down (gross-up) due to lease activity		61,512		(18,194)
Operating lease obligations, net gross-up due to lease activity		2,408,557		—
Assets subject to operating leases, net (gross-up) due to lease activity		(2,264,702)		—
Financing obligations, net (write-down) gross-up due to lease activity		(2,734,940)		5,152
Assets subject to financing obligations, net write-down (gross-up) due to lease activity		1,718,507		(5,152)

See accompanying notes to unaudited consolidated financial statements.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) General Informatio n

Description of Business

Genesis Healthcare, Inc. is a healthcare services company that through its subsidiaries (collectively, the Company or Genesis), owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. At March 31, 2019, the Company provides inpatient services through 414 skilled nursing, assisted/senior living and behavioral health centers located in 29 states. Revenues of the Company’s owned, leased and otherwise consolidated inpatient businesses constitute approximately 87% of its revenues.

The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. The Company has expanded its delivery model for providing rehabilitation services to community-based and at-home settings, as well as internationally in China. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 10% of the Company’s revenues.

The Company provides an array of other specialty medical services, including management services, physician services, staffing services, and other healthcare related services, which comprise the balance of the Company’s revenues.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented.

The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net loss attributable to Genesis Healthcare, Inc. and net loss attributable to noncontrolling interests in its consolidated statements of operations.

The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of control and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to the VIE. In the three months ended March 31, 2019, the Company entered into a partnership that acquired the real property of 15 skilled nursing facilities that are leased to the Company. The partnership qualifies as a consolidated VIE. See Note – 3 “ Significant Transactions and Events – Next Partnership .”

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the disclosures normally required by U.S. GAAP or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission (the SEC) on Form 10-K on March 18, 2019.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Financial Condition and Liquidity Considerations

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued (May 10, 2019). Management considered the recent results of operations as well as the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before May 10, 2020. Based upon such considerations, management determined that there are no known or knowable conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date of issuance of these financial statements (May 10, 2019).

The Company’s results of operations continue to be negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in the Company’s inpatient segment, but also has had a detrimental effect on the Company’s rehabilitation therapy segment and its customers. In recent years, the Company has implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment.

The Company expects to continue to pursue cost mitigation and other strategies in 2019 in response to the operating environment and liquidity requirements. During the three months ended March 31, 2019, the Company amended, or obtained waivers related to, the financial covenants of all of its material debt and lease agreements to account for these ongoing changes in its capital structure and business conditions. Although the Company is and projects to be in compliance with all of its material debt and lease covenants through May 10, 2020, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with the covenants. Should the Company fail to comply with its debt and lease covenants at a future measurement date it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions apply, the default could have a more significant impact on the Company’s financial position.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations.

The Company adopted the new standard on January 1, 2019. The Company elected the option to apply the transition requirements in Topic 842 at the effective date of January 1, 2019 with the effects of initially applying Topic 842 recognized as a cumulative-effect adjustment to accumulated deficit in the period of adoption. Consequently, financial information has not been updated and the disclosures required under the new standard have not been provided for dates and periods before January 1, 2019.

The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The adoption of the new standard had a material effect on the Company’s financial statements. The most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; (2) the derecognition of existing assets and liabilities for sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that historically did not qualify for sale accounting; and (3) providing significant new disclosures about its leasing activities.

Upon adoption, the Company:

Recognized operating lease liabilities of $0.6 billion based on the present value of the remaining minimum rental payments as determined in accordance with Topic 842 for leases that had historically been accounted for as operating leases under the previous leasing standards. The Company recognized corresponding ROU assets of approximately $0.5 billion based on the operating lease liabilities, adjusted for existing straight-line lease liabilities, existing assets and liabilities related to favorable and unfavorable terms of operating leases previously recognized in respect of business combinations, and the impairment of the ROU assets. The resulting net impact of $0.1 billion associated with this change in accounting was recognized as an increase to opening accumulated deficit as of January 1, 2019.

Derecognized existing financing obligations of $2.7 billion and existing property and equipment of $1.7 billion. The Company recognized new operating lease liabilities and corresponding ROU assets of $1.9 billion on its balance sheet for the associated leases. The resulting net impact of $1.0 billion associated with this change in accounting was recognized as a reduction to opening accumulated deficit as of January 1, 2019.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company does not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. See Note 8 – “ Leases ”.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits entities to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act (Tax Reform Act) on items within accumulated other comprehensive income (loss) to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income from continuing operations is not affected by this update. The Company adopted the new standard on January 1, 2019. The adoption of ASU 2018-02 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which simplifies the fair value measurement disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets, such as available-for-sale debt securities. The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(2) Certain Significant Risks and Uncertainties

Revenue Sources

The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care facilities that utilize its rehabilitation therapy and other services. The Company’s inpatient services segment derives approximately 79% of its revenue from Medicare and various state Medicaid programs. The following table depicts the Company’s inpatient services segment revenue by source for the three months ended March 31, 2019 and 2018:


	Three months ended March 31,
	2019		2018
Medicare	21	%	23	%
Medicaid	58	%	55	%
Insurance	12	%	13	%
Private	7	%	8	%
Other	2	%	1	%
Total	100	%	100	%

The sources and amounts of the Company’s revenues are determined by a number of factors, including licensed bed capacity and occupancy rates of inpatient facilities, the mix of patients and the rates of reimbursement among payors. Likewise, payment for ancillary medical services, including services provided by the Company’s rehabilitation therapy services business, varies based upon the type of payor and payment methodologies. Changes in the case mix of the patients as well as payor mix among Medicare, Medicaid and private pay can significantly affect the Company’s profitability.

It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or other governmental initiatives on the Company’s business and the business of the customers served by the Company’s rehabilitation therapy business. The potential impact of reforms to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, is uncertain at this time. Also, initiatives among managed care payors, conveners and referring acute care hospital systems to reduce lengths of stay and avoidable hospital admissions and to divert referrals to home health or other community-based care settings could have an adverse impact on the Company’s business. Accordingly, there can be no assurance that the impact of any future healthcare legislation, regulation or actions by participants in the health care continuum will not adversely affect the Company’s business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels similar to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. The Company’s financial condition and results of operations are and will continue to be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

Laws and regulations governing the Medicare and Medicaid programs, and the Company’s business generally, are complex and are often subject to a number of ambiguities in their application and interpretation. The Company believes that it is in substantial compliance with all applicable laws and regulations. However, from time to time the Company and its affiliates are subject to pending or threatened lawsuits and investigations involving allegations of potential wrongdoing, some of which may be material or involve significant costs to resolve and/or defend, or may lead to other adverse effects on the Company and its affiliates including, but not limited to, fines, penalties and exclusion from participation in the Medicare and/or Medicaid programs.

Concentration of Credit Risk

The Company is exposed to the credit risk of its third-party customers, many of whom are in similar lines of business as the Company and are exposed to the same systemic industry risks of operations as the Company, resulting in a concentration of risk. These include organizations that utilize the Company’s rehabilitation services, staffing services and physician service offerings,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in regulatory and systemic industry conditions.

Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in the Company’s rehabilitation therapy services business where it has over 170 distinct customers, many being chain operators with more than one location. One customer, which is a related party of the Company, comprises $29.6 million, approximately 31%, of the gross outstanding contract receivables in the rehabilitation services business at March 31, 2019. See Note 11 – “Related Party Transactions.” One former customer comprises $10.1 million, approximately 11%, of the gross outstanding contract receivables in the rehabilitation services business at March 31, 2019. An adverse event impacting the solvency of these large customers resulting in their insolvency or other economic distress would have a material impact on the Company.

The Company’s business is subject to a number of other known and unknown risks and uncertainties, which are discussed in Part II. Item 1A, “ Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 18, 2019, and in the Company’s Quarterly Reports on Form 10-Q, including the risk factors discussed herein in Part II. Item 1A.

Covenant Compliance

Should the Company fail to comply with its debt and lease covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position.

Although the Company is in compliance, and projects to remain in compliance, with the covenants required by its material debt and lease agreements, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with its financial covenants. Such uncertainty includes changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Patient Protection and Affordable Care Act of 2010, among others.

The Company’s ability to maintain compliance with financial covenants required by its debt and lease agreements depends in part on management’s ability to increase revenues and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly debt and lease covenant requirements.

There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet covenants required by its debt and lease agreements in the future.

(3) Significant Transactions and Events

Next Partnership

On January 31, 2019, Welltower Inc. (Welltower) sold the real estate of 15 facilities to a real estate partnership (Partnership), of which the Company acquired a 46% membership interest for $16.0 million. The remaining interest is held by Next Healthcare (Next), a related party. See Note 11 – “ Related Party Transactions .” The Company will continue to operate these facilities pursuant to a new master lease with the Partnership. The term of the master lease is 15 years with two five-year renewal options available. The Company will pay annual rent of $19.5 million, with no rent escalators for the first five years and an escalator of 2% beginning in the sixth lease year and thereafter. The Company also obtained a fixed price purchase option to acquire all of the real property of the facilities. The purchase option becomes exercisable between lease years five and seven, reducing in price each successive year down to a 10% premium over the original purchase price.

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In accordance with U.S. GAAP, the Company has concluded the Partnership qualifies as a VIE and the Company is the primary beneficiary. As such, the Company has consolidated all of the accounts of the Partnership in the accompanying financial statements. The Partnership acquired all 22 skilled nursing facilities for a purchase price of $252.5 million but immediately sold seven of these facilities for $79.0 million. The initial consolidation of the remaining 15 facilities resulted in property and equipment of $173.5 million, non-recourse debt of $165.4 million, net of debt issuance costs, and non-controlling interest of $18.5 million. The Company has not finalized the analysis of the consideration and purchase price allocation and will continue to review this during the measurement period. The impact of consolidation on the accompanying consolidated statement of operations was not material for the three months ended March 31, 2019.

Divestiture of Non-Strategic Facilities

Between January 31, 2019 and February 7, 2019, the Company divested nine facilities located in New Jersey and Ohio that were subject to the master lease with Welltower (the Welltower Master Lease). The nine divested facilities had aggregate annual revenue of $90.2 million and annual pre-tax net loss of $6.0 million. The Company recognized a loss on exit reserves of $3.1 million.

Lease Amendments

Between January 31, 2019 and February 7, 2019, the Company amended the Welltower Master Lease several times to reflect the lease termination of 24 facilities, including the 15 facilities sold and now leased from the Partnership. As a result of the lease termination on the 24 facilities, the Company received annual rent credits of $23.4 million from Welltower. ROU assets and lease obligations of $221.3 million and $241.6 million, respectively, were written off resulting in a gain of $20.3 million.

On March 8, 2019, the Company amended a master lease agreement for 19 skilled nursing facilities. The amendment extended the lease term by five years through October 31, 2026, removed the Company’s option to purchase certain facilities under the lease and adjusted certain financial covenants. In conjunction with the amendment, one facility located in Ohio was closed. The facility generated annual revenues of $7.7 million and pre-tax net loss of $1.6 million. The divestiture resulted in a loss of $0.2 million.

Gains and losses associated with transactions and divestitures are included in other (income) loss on the consolidated statements of operations. See Note 12 – “ Other (Income) Loss .”

(4) Net Revenues and Accounts Receivable

Revenue Streams

Inpatient Services

The Company generates revenues primarily by providing services to patients within its facilities. The Company uses interdisciplinary teams of experienced medical professionals to provide services prescribed by physicians. These teams include registered nurses, licensed practical nurses, certified nursing assistants and other professionals who provide individualized comprehensive nursing care. Many of the Company’s facilities are equipped to provide specialty care, such as on-site dialysis, ventilator care, cardiac and pulmonary management, as well as standard services, such as room and board, special nutritional programs, social services, recreational activities and related healthcare and other services. The Company assesses collectibility on all accounts prior to providing services.

Rehabilitation Therapy Services

The Company generates revenues by providing rehabilitation therapy services, including speech-language pathology, physical therapy, occupational therapy and respiratory therapy at its skilled nursing facilities and assisted/senior living facilities, as well as facilities of third-party skilled nursing operators and other outpatient settings. The majority of revenues generated by rehabilitation therapy services rendered are billed to contracted third party providers.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Other Services

The Company generates revenues by providing an array of other specialty medical services, including physician services, staffing services, and other healthcare related services.

Revenue Recognition

The Company generates revenues, primarily by providing healthcare services to its customers. Revenues are recognized when control of the promised good or service is transferred to our customers, in an amount that reflects the consideration to which the Company expects to be entitled from patients, third-party payors (including government programs and insurers) and others, in exchange for those goods and services.

Performance obligations are determined based on the nature of the services provided. The majority of the Company’s healthcare services represent a bundle of services that are not capable of being distinct and as such, are treated as a single performance obligation satisfied over time as services are rendered. The Company also provides certain ancillary services which are not included in the bundle of services, and as such, are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered.

The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. Variable consideration also exists in the form of settlements with Medicare and Medicaid as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. Adjustments arising from a change in the transaction price were not significant for the three months ended March 31, 2019 and 2018.

The Company has elected a practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component due to its expectation that the period between the time the service is provided and the time payment is received will be one year or less.

The Company recognizes revenue in the statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable.

Payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to private pay patients, which are billed monthly in advance. The Company had no material contract liabilities or activity as of and for the three months ended March 31, 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Disaggregation of Revenues

The Company disaggregates revenue from contracts with customers by reportable operating segments and payor type. The Company notes that disaggregation of revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source. Payments are generally received within 30 to 60 days after billing. See Note 6 – “ Segment Information .”

The composition of net revenues by payor type and operating segment for the three months ended March 31, 2019 and 2018 are as follows (in thousands):


	Three months ended March 31, 2019
				Rehabilitation
	Inpatient			Therapy			Other
	Services			Services			Services			Total
Medicare	$	207,968		$	22,752		$	—		$	230,720
Medicaid		580,947			555			—			581,502
Insurance		125,080			5,234			—			130,314
Private		76,933	(1)		111			—			77,044
Third party providers		—			89,529			20,607			110,136
Other		16,564	(2)		2,659	(2)		12,701	(3)		31,924
Total net revenues	$	1,007,492		$	120,840	.	$	33,308		$	1,161,640


	Three months ended March 31, 2018
				Rehabilitation
	Inpatient			Therapy			Other
	Services			Services			Services			Total
Medicare	$	251,225		$	22,483		$	—		$	273,708
Medicaid		621,433			575			—			622,008
Insurance		143,006			6,514			—			149,520
Private		86,662	(1)		160			—			86,822
Third party providers		—			110,691			23,109			133,800
Other		18,005	(2)		3,408	(2)		13,801	(3)		35,214
Total net revenues	$	1,120,331		$	143,831		$	36,910		$	1,301,072

(1)

Includes Assisted/Senior living revenue of $23.6 million and $23.5 million for the three months ended March 31, 2019 and 2018, respectively. Such amounts do not represent contracts with customers under ASC 606.

(2)

Primarily consists of revenue from Veteran Affairs and administration of third party facilities.

(3)

Includes net revenues from all payors generated by the other services, excluding third party providers.

(5) Loss Per Share

The Company has three classes of common stock. Classes A and B are identical in economic and voting interests. Class C has a 1:1 voting ratio with each of the other two classes, representing the voting interests of the noncontrolling interest of the legacy FC-GEN Operations Investment, LLC (FC-GEN) owners. Class C common stock is a participating security; however, it shares in a de minimis economic interest and is therefore excluded from the denominator of the basic earnings (loss) per share (EPS) calculation.

Basic EPS was computed by dividing net loss by the weighted-average number of outstanding common shares for the period. Diluted EPS is computed by dividing net loss plus the effect of any assumed conversions by the weighted-average number of outstanding common shares after giving effect to all potential dilutive common stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share follows (in thousands, except per share data):


	Three months ended March 31,
	2019		2018
Numerator:
Loss from continuing operations	$	(25,082)	$	(108,673)
Less: Net loss attributable to noncontrolling interests		(9,819)		(40,135)
Net loss attributable to Genesis Healthcare, Inc.	$	(15,263)	$	(68,538)
Denominator:
Weighted-average shares outstanding for basic and diluted net loss per share		103,715		98,252
Basic and diluted net loss per common share:
Net loss attributable to Genesis Healthcare, Inc.	$	(0.15)	$	(0.70)

The following shares were excluded from the computation of dilutive net loss per common share in the three months ended March 31, 2019 and 2018, as their inclusion would have been anti-dilutive (in thousands):

The combined impact of the assumed conversion to common stock and the related tax implications attributable to the noncontrolling interest, the grants under the 2015 Omnibus Equity Incentive Plan, and stock warrants are anti-dilutive to EPS because the Company is in a net loss position for the three months ended March 31, 2019 and 2018. As of March 31, 2019, there were 56.6 million units attributable to the noncontrolling interests outstanding.

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(UNAUDITED)

(6) Segment Information

The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services. For additional information on these reportable segments, see Note 1 – “ General Information – Description of Business .”

A summary of the Company’s segmented revenues follows (in thousands, except percentages):


	Three months ended March 31,
	2019				2018				Increase / (Decrease)
	Revenue		Revenue		Revenue		Revenue
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
Revenues:
Inpatient services:
Skilled nursing facilities	$	982,396	84.6	%	$	1,095,220	84.1	%	$	(112,824)	(10.3)	%
Assisted/Senior living facilities		23,649	2.0	%		23,586	1.8	%		63	0.3	%
Administration of third party facilities		2,247	0.2	%		2,252	0.2	%		(5)	(0.2)	%
Elimination of administrative services		(800)	—	%		(727)	—	%		(73)	10.0	%
Inpatient services, net		1,007,492	86.8	%		1,120,331	86.1	%		(112,839)	(10.1)	%

Rehabilitation therapy services:
Total therapy services		195,071	16.8	%		236,577	18.2	%		(41,506)	(17.5)	%
Elimination of intersegment rehabilitation therapy services		(74,231)	(6.4)	%		(92,746)	(7.1)	%		18,515	(20.0)	%
Third party rehabilitation therapy services, net		120,840	10.4	%		143,831	11.1	%		(22,991)	(16.0)	%

Other services:
Total other services		42,118	3.6	%		48,508	3.7	%		(6,390)	(13.2)	%
Elimination of intersegment other services		(8,810)	(0.8)	%		(11,598)	(0.9)	%		2,788	(24.0)	%
Third party other services, net		33,308	2.8	%		36,910	2.8	%		(3,602)	(9.8)	%

Net revenues	$	1,161,640	100.0	%	$	1,301,072	100.0	%	$	(139,432)	(10.7)	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

A summary of the Company’s unaudited condensed consolidated statement of operations follows (in thousands):


	Three months ended March 31, 2019
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,008,292	$	195,071	$	42,065	$	53	$	(83,841)	$	1,161,640
Salaries, wages and benefits		456,762		157,092		28,556		—		—		642,410
Other operating expenses		401,932		10,957		13,489		—		(83,840)		342,538
General and administrative costs		—		—		—		35,532		—		35,532
Lease expense		92,966		330		342		423		—		94,061
Depreciation and amortization expense		31,872		3,164		174		2,985		—		38,195
Interest expense		27,040		14		9		24,453		—		51,516
Investment income		—		—		—		(1,864)		—		(1,864)
Other income		(16,841)		(76)		—		—		—		(16,917)
Transaction costs		—		—		—		1,261		—		1,261
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(524)		463		(61)
Income (loss) before income tax expense		14,561		23,590		(505)		(62,213)		(464)		(25,031)
Income tax expense		—		—		—		51		—		51
Income (loss) from continuing operations	$	14,561	$	23,590	$	(505)	$	(62,264)	$	(464)	$	(25,082)


	Three months ended March 31, 2018
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,121,058	$	236,577	$	42,795	$	33	$	(99,391)	$	1,301,072
Salaries, wages and benefits		507,030		199,831		28,909		—		—		735,770
Other operating expenses		455,801		14,416		13,334		—		(99,391)		384,160
General and administrative costs		—		—		—		39,875		—		39,875
Lease expense		32,434		—		327		310		—		33,071
Depreciation and amortization expense		44,330		3,194		169		3,810		—		51,503
Interest expense		93,619		14		9		21,395		—		115,037
Loss on early extinguishment of debt		—		—		—		10,286		—		10,286
Investment income		—		—		—		(1,047)		—		(1,047)
Other (income) loss		(10)		—		78		—		—		68
Transaction costs		—		—		—		12,095		—		12,095
Long-lived asset impairments		28,360		—		—		—		—		28,360
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(154)		374		220
(Loss) income before income tax expense		(40,506)		19,122		(31)		(86,537)		(374)		(108,326)
Income tax expense		—		—		—		347		—		347
(Loss) income from continuing operations	$	(40,506)	$	19,122	$	(31)	$	(86,884)	$	(374)	$	(108,673)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents the segment assets as of March 31, 2019 compared to December 31, 2018 (in thousands):


	March 31, 2019		December 31, 2018
Inpatient services	$	4,318,126	$	3,735,778
Rehabilitation therapy services		316,091		329,687
Other services		40,745		36,240
Corporate and eliminations		104,961		161,918
Total assets	$	4,779,923	$	4,263,623

The following table presents segment goodwill as of March 31, 2019 compared to December 31, 2018 (in thousands):


	Inpatient		Rehabilitation Therapy Services		Other Services		Consolidated
Balance at December 31, 2018
Goodwill		351,470		73,814		11,828		437,112
Accumulated impairment losses		(351,470)		—		—		(351,470)
	$	—	$	73,814	$	11,828	$	85,642
Balance at March 31, 2019
Goodwill		351,470		73,814		11,828		437,112
Accumulated impairment losses		(351,470)		—		—		(351,470)
	$	—	$	73,814	$	11,828	$	85,642

(7) Property and Equipment

Property and equipment consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands):


	March 31, 2019		December 31, 2018
Land, buildings and improvements	$	692,420	$	469,575
Finance lease land, buildings and improvements		—		693,546
Financing obligation land, buildings and improvements		—		2,274,211
Equipment, furniture and fixtures		398,382		417,684
Construction in progress		6,755		9,340
Gross property and equipment		1,097,557		3,864,356
Less: accumulated depreciation		(417,808)		(976,802)
Net property and equipment	$	679,749	$	2,887,554

On January 1, 2019, the Company derecognized net financing obligation land and buildings of $1.7 billion and reclassified net finance lease land and buildings of $0.6 billion to finance lease right-of-use assets within the consolidated balance sheets due to the adoption of Topic 842. See Note 1 – “General Information - Recently Adopted Accounting Pronouncements” and Note 8 – “Leases.” In addition, at March 31, 2019, improvements of $12.7 million and $73.6 million, which were historically associated with finance leases (referred to as “capital leases” prior to the adoption of Topic 842) and financing obligations, respectively, have been reclassified to “Land, buildings and improvements.”

At March 31, 2019, the Company consolidated the financial statements of the Next Partnership. See Note 3 – “ Significant Transactions and Events – Next Partnership .” The consolidation resulted in an increase to “Land, buildings and improvements” of $173.5 million.

At March 31, 2019, the Company classified the property and equipment of nine skilled nursing facilities as assets held for sale resulting in a total net reduction of property and equipment of $71.7 million, which was primarily classified in the “Land, buildings and improvements” line item. See Note 14 – “Assets Held for Sale.”

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(8) Leases

The Company leases the majority of the skilled nursing facilities and assisted/senior living facilities used in its operations, most of which are subject to triple-net leases, meaning that in addition to rent, the Company is responsible for paying property taxes, insurance, and maintenance and repair costs. As of March 31, 2019, the Company leased approximately 81% of its centers; 48% were leased pursuant to master lease agreements with four landlords. The Company also leases certain office space, land, and equipment.

The Company’s real estate leases generally have initial lease terms of 10 to 15 years or more and typically include one or more options to renew, with renewal terms that generally extend the lease term for an additional five to ten years or more. Exercise of the renewal options is generally subject to the satisfaction of certain conditions which vary by contract and generally follow payment terms that are consistent with those in place during the initial term. The Company assesses renewal options using a “reasonably certain” threshold, which is understood to be a high threshold and, therefore, the majority of its leases’ terms do not include renewal periods for accounting purposes. For leases where the Company is reasonably certain to exercise its renewal option, the option periods are included within the lease term and, therefore, the measurement of the right-of-use asset and lease liability. The payment structure of the Company’s leases generally contain annual escalation clauses that are either fixed or variable in nature, some of which are dependent upon published indices. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense for these leases is recognized on a straight-line basis over the lease term as an other operating expense.

Certain leases include options for the Company to purchase the leased asset. For such leases, the Company assesses the likelihood of exercising the purchase option using a “reasonably certain” threshold, which is understood to be a high threshold and, therefore, purchase options are generally accounted for when a compelling economic reason to exercise the option exists. Certain leases include options to terminate the lease, the terms and conditions of which vary by contract. Such options allow the contract parties to terminate their obligations under the lease contract, typically in return for an agreed financial consideration. The Company’s lease agreements do not contain any material residual value guarantees. The Company leases certain facilities from affiliates of related parties. See Note 11 – “Related Party Transactions.”

The Company makes certain assumptions and judgements in determining the discount rate. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, for collateralized borrowings, based on the information available at commencement date in determining the present value of lease payments. In order to apply the incremental borrowing rate, a portfolio approach was utilized to group assets based on similar lease terms in a manner whereby the Company reasonably expects that the application does not differ materially from application to individual leases.

Subsequent to lease commencement date, the Company reassesses lease classification when there is a contract modification that is accounted for as a separate contract, a change in lease term, or a change in the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset. This reassessment is made using current facts, circumstances and conditions. As a result of a lease’s modification, the remaining consideration in the contract is reallocated to lease and non-lease components, as applicable, and the lease liability is remeasured using the applicable discount rate at the effective date of the modification. The remeasurement of the lease liability will result in adjustment to the corresponding right-of-use asset, unless the lease is fully or partially terminated, in which case, a gain or loss will be recognized.

Lease Transactions

During the three months ended March 31, 2019, the Company amended, extended and partially terminated several material lease agreements resulting in ROU asset and liability adjustments.

The Welltower master lease agreement was amended multiple times in the three months ended March 31, 2019 due to the divestiture and lease termination of 24 skilled nursing facilities. The Company was granted an annual rent credit of $23.4 million. A lease modification analysis was performed and the remaining 49 facilities subject to the master lease were classified as operating leases. Finance lease ROU assets and liabilities of $61.5 million and $130.2 million, respectively, were written off. On a net basis, operating lease ROU assets and liabilities of $159.8 million and $111.3 million, respectively, were written down and a gain on the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

partial lease termination was recorded for $20.3 million. See Note – 3 “ Significant Transactions and Events – Next Partnership” and “ Significant Transactions and Events – Divestiture of Non-Strategic Facilities .” See Note 12 – “ Other (Income) Loss .”

On January 31, 2019, the Company entered into a new master lease agreement with Next to lease 15 skilled nursing facilities for an initial term of 15 years plus two five-year renewal options. The Company has concluded it is the primary beneficiary of the Next Partnership and has consolidated the financial statements of the 15 real estate entities. As such, the ROU assets and liabilities related to this lease agreement have been fully eliminated in the Company’s consolidated financial statements. See Note – 3 “ Significant Transactions and Events – Next Partnership.”

On March 8, 2019, the Company exercised a five-year renewal option on one master lease agreement with a third party landlord relating to 19 facilities extending the lease term through October 31, 2026. The renewal option period was not included in the initial operating lease ROU asset and liability as it was not determined to be reasonably certain of exercising upon the Company’s transition to ASC 842 on January 1, 2019. The extension resulted in an operating lease ROU asset and liability step-up of $77.2 million.

The maturity of total operating and finance lease obligations at March 31, 2019 is as follows (in thousands):


Year ending December 31,	Operating Leases		Finance Leases (1)
2019 (excluding the three months ended March 31, 2019)	$	255,616	$	57,557
2020		343,205		79,083
2021		346,096		80,509
2022		339,481		82,016
2023		338,167		83,568
Thereafter		3,057,564		2,944,589
Total lease payments		4,680,129		3,327,322
Less interest		(2,293,139)		(2,488,279)
Total lease obligations		2,386,990		839,043
Less current portion		(107,497)		(2,734)
Long-term lease obligations	$	2,279,493	$	836,309

(1)

Finance lease payments include $2.3 billion related to options to extend lease terms that are reasonably certain of being exercised.

The Company’s future minimum commitments under finance leases (formerly capital leases), operating leases and financing obligations as of December 31, 2018 were as follows (in thousands):


Year ending December 31,	Finance Leases		Financing Obligations		Operating Leases
2019	$	88,793	$	237,335	$	110,755
2020		89,397		242,052		109,391
2021		91,292		245,311		106,031
2022		93,281		242,214		84,003
2023		95,376		247,852		76,701
Thereafter		3,325,042		6,661,624		373,753
Total future minimum lease payments		3,783,181		7,876,388	$	860,634
Less amount representing interest		(2,813,068)		(5,141,448)
Total lease obligation		970,113	$	2,734,940
Less current portion		(2,171)		(2,001)
Long-term obligation	$	967,942	$	2,732,939

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


		Three months ended
Lease Cost	Classification	March 31, 2019
Operating lease cost	Lease expense	$	94,061
Finance lease cost:
Amortization of finance lease right-of-use assets	Depreciation and amortization expense		6,858
Interest on finance lease obligations	Interest expense		22,792
Total finance lease expense			29,650
Variable lease cost	Other operating expenses		10,771
Short-term leases	Other operating expenses		6,176
Total lease cost		$	140,658

The following tables include supplemental lease information as of and for the three months ended March 31, 2019 (dollars in thousands):



Lease Term and Discount Rate	March 31, 2019
Weighted-average remaining lease term (years)
Operating leases		13.7
Finance leases		30.4
Weighted-average discount rate
Operating leases		10.9%
Finance leases		10.7%


	Three months ended
Other information	March 31, 2019
Cash paid for amounts included in the measurement of lease obligations
Operating cash flows from operating leases	$	87,619
Operating cash flows from finance leases		21,443
Financing cash flows from finance leases		575
Right of use assets obtained in exchange for new lease obligations
Operating leases		77,166

Lease Covenants

Certain lease agreements contain a number of restrictive covenants that, among other things, and subject to certain exceptions, impose operating and financial restrictions on the Company and its subsidiaries. These leases also require the Company to meet defined financial covenants, including a minimum level of consolidated liquidity, a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage. These leases include cross-default provisions with each other and certain material debt instruments.

The Company has master lease agreements with Welltower, Sabra Health Care REIT, Inc. (Sabra), and Omega Healthcare Investors, Inc. (Omega) and Second Spring Healthcare Investments (Second Spring) (collectively, the Master Lease Agreements). The Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At March 31, 2019, the Company is in compliance with the financial covenants contained in the Master Lease Agreements.

The Company has two master lease agreements with Cindat Best Years Welltower JV LLC (CBYW) involving 28 of its facilities. The Company did not meet certain financial covenants contained in one of the master lease agreements involving nine of its facilities at March 31, 2019. On May 7, 2019, the Company received a waiver for these covenant breaches through July 1, 2020. At March 31, 2019, the Company is in compliance with the financial covenants contained in the other master lease agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

At March 31, 2019, the Company did not meet certain financial covenants contained in four leases related to 12 of its facilities. The Company is and expects to continue to be current in the timely payment of its obligations under such leases. These leases do not have cross default provisions, nor do they trigger cross default provisions in any of the Company’s other loan or lease agreements. The Company will continue to work with the related credit parties to amend such leases and the related financial covenants. The Company does not believe the breach of such financial covenants at March 31, 2019 will have a material adverse impact on it. The Company has been afforded certain cure rights to such defaults by posting collateral in the form of additional letters of credit or security deposit.

The Company’s ability to maintain compliance with its lease covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly lease covenant compliance requirements. Should the Company fail to comply with its lease covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing lease agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position.

(9) Long-Term Debt

Long-term debt at March 31, 2019 and December 31, 2018 consisted of the following (in thousands):



	March 31, 2019		December 31, 2018
Asset based lending facilities, net of debt issuance costs of $10,655 and $11,335 at March 31, 2019 and December 31, 2018, respectively	$	388,293	$	419,289
Term loan agreements, net of debt issuance costs of $1,559 and $1,851 and debt premium balance of $7,038 and $8,446 at March 31, 2019 and December 31, 2018, respectively		187,151		184,652
Real estate loans, net of debt issuance costs of $4,981 and $5,360 and debt premium balance of $26,576 and $28,992 at March 31, 2019 and December 31, 2018, respectively		278,831		307,690
HUD insured loans, net of debt issuance costs of $4,468 and $5,247 and debt premium balance of $0 and $860 at March 31, 2019 and December 31, 2018, respectively		130,868		181,762
Notes payable		79,486		81,398
Mortgages and other secured debt (recourse)		5,674		4,190
Mortgages and other secured debt (non-recourse), net of debt issuance costs of $3,836 and $187 and debt premium balance of $1,495 and $1,520 at March 31, 2019 and December 31, 2018, respectively		186,559		26,483
		1,256,862		1,205,464
Less: Current installments of long-term debt		(89,695)		(122,531)
Long-term debt	$	1,167,167	$	1,082,933

Asset Based Lending Facilities

On March 6, 2018, the Company entered into a new asset based lending facility agreement with MidCap Funding IV Trust and MidCap Financial Trust (collectively, MidCap). The agreement provides for a $555 million asset based lending facility comprised of (a) a $325 million first lien term loan facility, (b) a $200 million first lien revolving credit facility and (c) a $30 million delayed draw term loan facility (collectively, the ABL Credit Facilities). The commitments under the delayed draw term loan facility will be reduced to $20 million in the year 2020.

The ABL Credit Facilities have a five-year term set to mature on March 6, 2023. The ABL Credit Facilities include a springing maturity clause that would accelerate its maturity 90 days prior to the maturity of the Term Loan Agreements, Welltower Real Estate Loans or MidCap Real Estate Loans (each defined below), in the event those agreements are not extended or refinanced. The revolving credit facility includes a swinging lockbox arrangement whereby the Company transfers all funds deposited within its designated lockboxes to MidCap on a daily basis and then draws from the revolving credit facility as needed. In accordance with U.S. GAAP, the Company has presented the entire revolving credit facility borrowings balance of $73.9 million in current installments of long-term debt at March 31, 2019. Despite this classification, the Company expects that it will have the ability to borrow and repay on the revolving credit facility through its maturity on March 6, 2023. Cash proceeds of $52.1 million received under the ABL Credit Facilities remain in a restricted account. This amount is pledged to cash collateralize letters of credit. The Company has classified this deposit and all cash account balances subject to deposit account control agreements that were sprung

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under the ABL Credit Facilities as restricted cash and equivalents on the consolidated balance sheets at March 31, 2019 and December 31, 2018.

Borrowings under the term loan and revolving credit facility components of the ABL Credit Facilities bear interest at a 90-day LIBOR rate (subject to a floor of 0.5%) plus an applicable margin of 6%. Borrowings under the delayed draw component bear interest at a 90-day LIBOR rate (subject to a floor of 1%) plus an applicable margin of 11%. Borrowing levels under the term loan and revolving credit facility components of the ABL Credit Facilities are limited to a borrowing base that is computed based upon the level of eligible accounts receivable.

In addition to paying interest on the outstanding principal borrowed under the revolving credit facility, the Company is required to pay a commitment fee to the lenders for any unutilized commitments. The commitment fee rate equals 0.5% per annum on the revolving credit facility and 2% on the delayed draw term loan facility.

The term loan facility and revolving credit facility include a termination fee equal to 2% if the loans are prepaid within the first year, 1% if the loans are prepaid after year one and before year two, and 0.5% thereafter. The term loan facility and revolving credit facility include an exit fee equal to $1.6 million and $1.0 million, respectively, due and payable on the earlier of the loans retirement or on the maturity date.

The ABL Credit Facilities contain representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default and security interests that are customarily required for similar financings. Financial covenants include a minimum consolidated fixed charge coverage ratio, a maximum leverage ratio and minimum liquidity.

Borrowings and interest rates under the ABL Credit Facilities were as follows at March 31, 2019 (dollars in thousands):


					Weighted
					Average
ABL Credit Facilities	Commitment		Borrowings		Interest
Term loan facility	$	325,000	$	325,000	8.60	%
Revolving credit facility (Non-HUD)		155,000		29,826	8.60	%
Revolving credit facility (HUD)		45,000		14,123	8.60	%
Delayed draw term loan facility		30,000		30,000	13.60	%
	$	555,000	$	398,949	8.98	%

As of March 31, 2019, the Company had a total borrowing base capacity of $432.5 million with outstanding borrowings under the ABL Credit Facilities of $398.9 million, leaving the Company with approximately $33.6 million of available borrowing capacity under the ABL Credit Facilities.

Term Loan Agreements

The Company and certain of its affiliates, including FC-GEN (the Borrower) are party to a term loan agreement, as amended, (the Term Loan Agreement) with an affiliate of Welltower and an affiliate of Omega. The Term Loan Agreement originally provided for term loans (the Term Loans) in the aggregate principal amount of $120.0 million and later expanded to $160.0 million. The Term Loan Agreement has a maturity date of July 29, 2020. The original Term Loan for $120.0 million bears interest at a rate equal to 10.0% per annum, with up to 5.0% per annum to be paid in kind. The additional Term Loan for $40.0 million bears interest at a rate equal to 14.0% per annum, with up to 9.0% per annum to be paid in kind. As of March 31, 2019, the Term Loans had an outstanding principal balance of $181.7 million, including a net debt premium balance of $7.0 million. See Note 17 – “ Subsequent Events .”

The Term Loan Agreement is secured by a first priority lien on the equity interests of the subsidiaries of the Company and the Borrower as well as certain other assets of the Company, the Borrower and their subsidiaries, subject to certain exceptions. The Term Loan Agreement is also secured by a junior lien on the assets that secure the ABL Credit Facilities on a first priority basis.

Welltower and Omega, or their respective affiliates, are each currently landlords under certain master lease agreements to which the Company and/or its affiliates are tenants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Term Loan Agreement contains financial, affirmative and negative covenants, and events of default that are customary for debt securities of this type. Financial covenants include four maintenance covenants which require the Company to maintain a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and maximum capital expenditures. The most restrictive financial covenant is the minimum interest coverage ratio which requires the Company to maintain a coverage ratio, as defined therein, of no less than 1.70 to 1.0 through December 31, 2020, and increasing to 1.80 to 1.0 thereafter.

Real Estate Loans

On March 30, 2018, the Company entered into two real estate loans with MidCap (MidCap Real Estate Loans) with combined available proceeds of $75.0 million, $73.0 million of which was drawn as of March 31, 2019. The MidCap Real Estate Loans are secured by 18 skilled nursing facilities and are subject to a five-year term maturing on March 30, 2023. The maturity of the MidCap Real Estate Loans will accelerate in the event the ABL Credit Facilities are repaid in full and terminated. The loans, which were interest only in the first year, are subject to an annual interest rate equal to 30-day LIBOR (subject to a floor of 1.5%) plus an applicable margin of 5.85%. Beginning April 1, 2019, mandatory principal payments commence with the balance of the loans to be repaid at maturity. Proceeds from the MidCap Real Estate Loans were used to repay partially the Welltower Real Estate Loans (defined below).

On November 8, 2018, one of the MidCap Real Estate Loans was amended with an additional borrowing of $10.0 million. The proceeds were used to retire a maturing mortgage loan on a corporate office building. The office building has been added as collateral and the loan maturity remains March 30, 2023. The $10.0 million additional loan is subject to an annual interest rate equal to 30-day LIBOR (subject to a floor of 2.0%) plus an applicable margin of 6.25% with principal amortizing immediately and the balance due at maturity.

Three skilled nursing facilities subject to the MidCap Real Estate Loans were reclassified as assets held for sale in the consolidated balance sheets at March 31, 2019. These three skilled nursing facilities had an aggregate principal balance of $27.7 million, which will be retired using proceeds from the sale. The sale of these facilities was completed on May 1, 2019. See Note 14 – “ Assets Held for Sale ” and Note 17 – “Subsequent Events.”

The Company is subject to multiple real estate loan agreements with Welltower (Welltower Real Estate Loans). The Welltower Real Estate Loans are subject to payments of interest only during the term with a balloon payment due at maturity, provided, that to the extent the subsidiaries receive any net proceeds from the sale and/or refinance of the underlying facilities such net proceeds are required to be used to repay the outstanding principal balance of the Welltower Real Estate Loans. Each Welltower Real Estate Loan has a maturity date of January 1, 2022 and an annual interest rate of 12.0%, of which 7.0% will be paid in cash and 5.0% will be paid in kind. The Company agreed to make commercially reasonable efforts to secure commitments to repay no less than $105.0 million of the Welltower Real Estate Loan obligations. As of March 31, 2019, the Company has not yet secured the total required repayments or commitments. As a result, the annual cash component of the interest payments was increased by approximately $2.0 million with a corresponding decrease in the paid in kind component of interest. At March 31, 2019, the Welltower Real Estate Loans are secured by a mortgage lien on the real property and a second lien on certain receivables of the operators of the five remaining facilities subject to the Welltower Real Estate Loans. As of March 31, 2019, the Welltower Real Estate Loans have an outstanding principal balance of $202.0 million, including a debt premium balance of $26.6 million.

HUD Insured Loans

As of March 31, 2019, the Company has 25 skilled nursing facility loans insured by the U.S. Department of Housing and Urban Development (HUD) with a combined aggregate principal balance of $212.7 million, including a debt premium balance of $3.7 million.

The HUD insured loans have an original amortization term of 30 to 35 years and an average remaining term of 29 years with fixed interest rates ranging from 3.0% to 4.2% and a weighted average interest rate of 3.4%. Depending on the mortgage agreement,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

prepayments are generally allowed only after 12 months from the inception of the mortgage. Prepayments are subject to a penalty of 10% of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1% until no penalty is required thereafter. Any further HUD insured loans will require additional HUD approval.

All HUD insured loans are non-recourse loans to the Company. All loans are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of March 31, 2019, the Company has total escrow reserve funds of $20.7 million with the loan servicer that are reported within prepaid expenses.

The HUD loans of nine skilled nursing facilities were reclassified as assets held for sale in the consolidated balance sheets at March 31, 2019. These nine skilled nursing facilities had an aggregate principal balance of $76.3 million, net of debt issuance costs and debt premiums, and aggregate escrow reserve funds of $8.5 million. The sales are expected to be completed in 2019. See Note 14 – “ Assets Held for Sale .”

Notes Payable

On January 17, 2018, the Company converted $19.6 million of its trade payables into a note payable. The note, as amended, will be repaid in equal monthly installments through December 2019 at an annual interest rate of 5.75% and has an outstanding balance of $5.9 million at March 31, 2019.

In connection with Welltower’s sale of 64 skilled nursing facilities to Second Spring on November 1, 2016, the Company issued a note totaling $51.2 million to Welltower. The note accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every May 1 and November 1. The note matures on October 30, 2020, and has an outstanding accreted balance of $60.0 million at March 31, 2019. See Note 17 – “ Subsequent Events .”

In connection with Welltower’s sale of 28 skilled nursing facilities to CBYW on December 23, 2016, the Company issued a note to Welltower. The note has an initial principal balance of $11.7 million and accrues cash interest at 3% and paid-in-kind interest at 7%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every June 15 and December 15. The note matures on December 15, 2021, and has an outstanding accreted principal balance of $13.6 million at March 31, 2019.

Other Debt

Mortgages and other secured debt (recourse). The Company carries mortgage loans and notes payable on certain of its corporate office buildings and other acquired assets. The loans are secured by the underlying real property and have fixed or variable rates of interest with a weighted average interest rate of 1.6% at March 31, 2019, with maturity dates ranging from 2019 to 2020.

Mortgages and other secured debt (non-recourse). Loans are carried by certain of the Company’s consolidated joint ventures and VIEs. The loans consist principally of revenue bonds and secured bank loans. Loans are secured by the underlying real and personal property of individual facilities and have fixed or variable rates of interest with a weighted average interest rate of 5.1% at March 31, 2019. Maturity dates range from 2022 to 2034. Loans are labeled “ non-recourse” because neither the Company nor any of its wholly owned subsidiaries is obligated to perform under the respective loan agreements. The aggregate principal balance of these loans includes a $1.5 million debt premium on one debt instrument. In the three months ended March 31, 2019, the Company consolidated the financial statements of the Next Partnership. See Note 3 – “ Significant Transactions and Events – Next Partnership .” The Next Partnership’s debt consists of a three-year term loan in the amount of $142.1 million and a 10-year mezzanine loan in the amount of $27.0 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Debt Covenants

The ABL Credit Facilities, the Term Loan Agreement and the Welltower Real Estate Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio, minimum liquidity and maximum capital expenditures. The Credit Facilities include cross-default provisions with each other and certain material lease agreements. At March 31, 2019, the Company was in compliance with its financial covenants contained in the Credit Facilities.

The Company’s ability to maintain compliance with its debt covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly debt covenant compliance requirements. Should the Company fail to comply with its debt covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing credit agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position.

The maturity of total debt of $1,252.3 million, excluding debt issuance costs and other non-cash debt discounts and premiums, at March 31, 2019 is as follows (in thousands):


Twelve months ended March 31,
2020	$	89,737
2021		248,280
2022		363,440
2023		389,030
2024		7,181
Thereafter		154,613
Total debt maturity	$	1,252,281

(10) Income Taxes

The Company effectively owns 65.1% of FC-GEN, which is an entity taxed as a partnership for U.S. income tax purposes and the Company’s only source of taxable income. FC-GEN is subject to income taxes in several U.S. state and local jurisdictions. The income taxes assessed by these jurisdictions are included in the Company’s tax provision, but at its 65.1% ownership of FC-GEN.

For the three months ended March 31, 2019, the Company recorded income tax expense of $0.1 million from continuing operations, representing an effective tax rate of (0.2)%, compared to income tax expense of $0.3 million from continuing operations, representing an effective tax rate of (0.3)%, for the same period in 2018.

The Company continues to assess the requirement for, and amount of, a valuation allowance in accordance with the “more likely than not” standard. Management had previously determined that the Company would not realize its deferred tax assets and established a valuation allowance against the deferred tax assets. As of March 31, 2019, management has determined that the valuation allowance is still necessary.

The Company’s Bermuda captive insurance company is expected to produce a minimal U.S. federal taxable loss in 2019. The captive is expected to generate positive pre-tax income in future periods to off-set its deferred tax assets. The 2019 U.S. federal taxable loss cannot be carried back but can be carried forward indefinitely.

The Company provides rehabilitation therapy services within the People’s Republic of China and Hong Kong. At March 31, 2019, these business operations do not comprise a significant portion of the Company’s overall operating results. Management does not anticipate these operations will generate significant taxable income in the near term. The operations currently do not have a material effect on the Company’s effective tax rate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Exchange Rights and Tax Receivable Agreement

The owners of FC-GEN have the right to exchange their membership units in FC-GEN , along with an equivalent number of Class C shares, for shares of Class A common stock of the Company or cash, at the Company’s option. As a result of such exchanges, the Company’s membership interest in FC-GEN would increase and its purchase price would be reflected in its share of the tax basis of FC-GEN’s tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also result in a decreased gain (or increased loss) on future dispositions of the affected assets. There were exchanges of 3,080,348 FC-GEN units and Class C shares in the three months ended March 31, 2019 equating to 3,080,883 Class A shares. The exchanges during the three months ended March 31, 2019 resulted in a $12.9 million internal revenue code (IRC) Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN. There were exchanges of 830,082 FC-GEN units and Class C shares in the three months ended March 31, 2018 equating to 830,224 Class A shares. The exchanges during the three months ended March 31, 2018 resulted in a $5.5 million IRC Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN.

The Company is party to a tax receivable agreement (TRA) with the owners of FC-GEN. The agreement provides for the payment by the Company to the owners of FC-GEN of 90% of the cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) the increases in tax basis attributable to the owners of FC-GEN and (ii) tax benefits related to imputed interest deemed to be paid by the Company as a result of the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the owners of FC-GEN generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no such increase in tax basis.

Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of FC-GEN and its subsidiaries at the time of each exchange, which fair value may fluctuate over time;

the price of shares of Company Class A common stock at the time of the exchange—the increase in any tax deductions, and the tax basis increase in other assets of FC-GEN and its subsidiaries is directly proportional to the price of shares of Company Class A common stock at the time of the exchange;

the amount and timing of the Company’s income—the Company is required to pay 90% of the deemed benefits as and when deemed realized. If FC-GEN does not have taxable income, the Company is generally not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and

future tax rates of jurisdictions in which the Company has tax liability.

The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, FC-GEN (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, FC-GEN could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if FC-GEN elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits.

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Payments generally are due under the TRA within a specified period of time following the filing of FC-GEN’s U.S. federal and state income tax return for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that FC-GEN will determine. Although FC-GEN does not expect the IRS to challenge the Company’s tax reporting positions, FC-GEN will not be reimbursed for any overpayments previously made under the TRA, but any overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that FC-GEN actually realizes in respect of the tax attributes subject to the TRA.

The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment.

In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings.

( 11) Related Party Transactions

The Company provides rehabilitation services to certain facilities owned and operated by a customer in which certain members of the Company’s board of directors and board observers beneficially own a majority ownership interest in the aggregate. These services resulted in net revenues of $29.9 million and $32.9 million in the three months ended March 31, 2019 and 2018, respectively. The services resulted in net accounts receivable balances of $29.6 million and $32.3 million at March 31, 2019 and December 31, 2018, respectively. In addition, the Company has a note receivable for $58.9 million due from the related party customer. The Company has posted a $55.0 million reserve against the note receivable and deems this reserve prudent given the delays in collection on account of this related party customer. Further, the reserve represents the judgment of management, and does not indicate a forgiveness of any amount of the outstanding accounts receivable owed by this related party customer. The Company is monitoring the financial condition of this customer and will adjust the reserve levels accordingly as new information about their outlook is available.

Certain members of the Company’s board of directors and board observers indirectly beneficially hold ownership interests in FC Compassus LLC (Compassus) totaling less than 10% in the aggregate. The Company is party to certain immaterial preferred provider and affiliation agreements with Compassus. Separately, the Company has a note receivable balance of $20.0 million from Compassus outstanding at March 31, 2019. The note, which is comprised of principal of $12.0 million and accrued interest, is associated with the Company’s sale of its hospice and home health operations to Compassus, which was completed during 2016.

Certain members of the Company’s board of directors and board observers indirectly beneficially hold ownership interests in Trident USA totaling less than 10% in the aggregate. The Company is party to mobile radiology and laboratory/diagnostic services agreements with Trident USA. Fees for these services were $2.6 million and $3.2 million in the three months ended March 31, 2019 and 2018, respectively.

Certain subsidiaries of the Company are subject to a lease and a purchase option of 12 centers in New Hampshire and Florida from 12 separate limited liability companies affiliated with Next (the Next Landlord Entities). The lease was effective June 1, 2018 and the initial annualized rent to be paid is $13.0 million. The purchase option will become exercisable in the fifth lease year. In addition, certain subsidiaries of the Company are subject to a lease and a purchase option of 15 centers in Pennsylvania, New Jersey, Connecticut, Massachusetts and West Virginia from 15 separate limited liability companies affiliated with the Next Landlord Entities. The Company owns a 46% membership interest in the Partnership. The lease was effective February 1, 2019 and the initial annualized rent to be paid is $19.5 million. The purchase option is exercisable for a period of time in the fifth, sixth and seventh lease years. See Note 3 – “ Significant Transactions and Events – Next Partnership .” Certain members of the Company’s board of directors each directly or indirectly hold an ownership interest in the Next Landlord Entities totaling approximately 4% in the aggregate. These members have earned acquisition fees, and may earn asset management fees and other fees with respect to the Next Landlord Entities.

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As of March 31, 2019, Welltower held approximately 9.2% of the shares of the Company’s Class A Common Stock, representing approximately 5.9% of the voting power of the Company’s voting securities. The Company is party to a master lease with an affiliate of Welltower. The initial term of the master lease expires on January 31, 2037 and the Company has one eleven-year renewal option. Beginning January 1, 2019, annual rent escalators under the master lease were 2.0%. During the three months ended March 31, 2019, the Company paid rent of approximately $20.1 million to Welltower. The Company holds options to purchase certain facilities subject to the master lease. At March 31, 2019, the Company leased 49 facilities from Welltower. The Company and certain of its affiliates are also party to certain debt instruments with Welltower. See Note 9 – “ Long-Term Debt – Term Loan Agreements, ” “ Long-Term Debt – Real Estate Loans, ” and “ Long-Term Debt – Notes Payable .”

In the third quarter of 2018, the Company began providing rehabilitation services to five health care centers operated by affiliates of NSPR Centers, LLC (NSpire). Certain members of the Company’s board of directors and board observers beneficially own in the aggregate a majority of the ownership interests in NSpire. The Company recorded $1.8 million in revenues for services provided to NSpire in the three months ended March 31, 2019.

(12) Other (Income) Loss

In the the three months ended March 31, 2019 and 2018, the Company completed multiple transactions, including the divestiture of numerous skilled nursing facilities and the termination or modification of certain lease agreements. See Note 3 – “ Significant Transactions and Events .” These transactions resulted in a net (gain) loss recorded as other (income) loss in the consolidated statements of operations. The following table summarizes those net (gains) losses (in thousands):


	Three months ended March 31,
	2019		2018
Loss recognized for exit costs associated with divestiture of operations	$	3,344	$	68
Gain on partial master lease termination		(20,261)		—
Total other (income) loss	$	(16,917)	$	68

(13) Asset Impairment Charges

Long-Lived Assets with a Definite Useful Life

In each quarter, the Company’s long-lived assets with a definite useful life are tested for impairment at the lowest levels for which there are identifiable cash flows. The Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived assets and then compared the estimated undiscounted cash flows to the carrying amount of the long-lived assets. The cash flow period was based on the remaining useful lives of the primary asset in each long-lived asset group, principally a building in the inpatient segment and customer relationship assets in the rehabilitation therapy services segment. During the three months ended March 31, 2018, the Company recognized impairment charges in the inpatient segment totaling $28.4 million.

(14) Assets Held for Sale

In the normal course of business, the Company continually evaluates the performance of its operating units, with an emphasis on selling or closing underperforming or non-strategic assets. These assets are evaluated to determine whether they qualify as assets held for sale or discontinued operations. The assets and liabilities of a disposal group classified as held for sale shall be presented separately in the asset and liability sections, respectively, of the statement of financial position in the period in which they are identified only. Assets held for sale that qualify as discontinued operations are removed from the results of continuing operations. The results of operations in the current and prior year periods, along with any cost to exit such businesses in the year of discontinuation, are classified as discontinued operations in the consolidated statements of operations.

In the year ended December 31, 2018, the Company identified a disposal group of seven skilled nursing facilities operated by the Company in the state of Texas that qualified as assets held for sale. The Company is party to a purchase and sale agreement, as amended, to sell the facilities for $20.1 million. Four of the facilities are subject to Welltower Real Estate Loans and three of the

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facilities are subject to HUD-insured loans. The disposal group does not meet the criteria as a discontinued operation. The sale of the real estate of the seven skilled nursing facilities is expected to close in 2019 and marks an exit from the inpatient business in Texas.

In the quarter ended March 31, 2019, the Company identified a disposal group of nine skilled nursing facilities operated by the Company in the state of California that qualified as assets held for sale. The Company is party to a purchase and sale agreement to sell the facilities for $98.0 million. Three of the facilities are subject to MidCap Real Estate Loans and six of the facilities are subject to HUD-insured loans. Closing is subject to licensure and other regulatory approvals and is expected to occur in 2019. The disposal group does not meet the criteria as a discontinued operation. No gain or loss was recognized in the statements of operations for the disposal group. Five of the nine skilled nursing facilities were sold on May 1, 2019. See Note 17 – “ Subsequent Events .”

In total, the Company has classified as assets held for sale in its consolidated balance sheets as of March 31, 2019, the real property and other balances associated with these 16 skilled nursing facilities.

The following table sets forth the major classes of assets and liabilities included as part of the disposal groups (in thousands):


	March 31, 2019		December 31, 2018
Current assets:
Prepaid expenses	$	8,539	$	3,375
Long-term assets:
Property and equipment, net of accumulated depreciation of $16,723 and $3,640 at March 31, 2019 and December 31, 2018, respectively		71,692		16,087
Total assets	$	80,231	$	19,462
Current liabilities:
Current installments of long-term debt	$	1,763	$	639
Long-term liabilities:
Long-term debt		102,235		25,942
Total liabilities	$	103,998	$	26,581

(15) Commitments and Contingencies

Loss Reserves For Certain Self-Insured Programs

General and Professional Liability and Workers’ Compensation

The Company self-insures for certain insurable risks, including general and professional liabilities and workers’ compensation liabilities through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary among states in which the Company operates, including wholly owned captive insurance subsidiaries, to provide for potential liabilities for general and professional liability claims and workers’ compensation claims. Policies are typically written for a duration of 12 months and are measured on a “claims made” basis. Regarding workers’ compensation, the Company self-insures to its deductible and purchases statutorily required insurance coverage in excess of its deductible. There is a risk that amounts funded by the Company’s self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments. This liability includes an estimate of the development of reported losses and losses incurred but not reported. Provisions for changes in insurance reserves are made in the period of the related coverage. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks.

The Company’s management employs its judgment and periodic independent actuarial analysis in determining the adequacy of certain self-insured workers’ compensation and general and professional liability obligations recorded as liabilities in the Company’s financial statements. The Company evaluates the adequacy of its self-insurance reserves on a semi-annual basis or more frequently when it is aware of changes to its incurred loss patterns that could impact the accuracy of those reserves. The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. The foundation for most of these methods is the Company’s actual historical reported and/or

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paid loss data. Any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves.

The Company utilizes a combination of third-party administrators (TPAs), in-house adjusters, and legal counsel, along with systems designed to maintain and process claims, to provide it with the data utilized in its assessments of reserve adequacy. Where TPAs are utilized, they operate under the oversight of the Company’s in-house risk management and legal functions. These functions and systems ensure that the claims are properly administered so that the historical data is reliable for estimation purposes. Case reserves, which are approved by the Company’s legal and risk management departments, are determined based on an estimate of the ultimate settlement and/or ultimate loss exposure of individual claims.

The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns using a discount rate for the current policy year of 2.7%. The discount rates are based upon the risk-free rate for the appropriate duration for the respective policy year. The removal of discounting would have resulted in an increased reserve for workers’ compensation risks of $8.9 million and $8.3 million as of March 31, 2019 and December 31, 2018, respectively. The reserves for general and professional liability are recorded on an undiscounted basis.

For the three months ended March 31, 2019 and 2018, the provision for general and professional liability risk totaled $21.4 million and $28.1 million, respectively. The March 31, 2019 provision reflects reduced claims volume due to a combination of the Company’s portfolio optimization strategy, divestiture of underperforming non-strategic facilities, tort reforms in historically high volume states, and favorable development of historical claim values following a targeted claims settlement campaign. The reserves for general and professional liability were $425.5 million and $435.3 million as of March 31, 2019 and December 31, 2018, respectively.

For the three months ended March 31, 2019 and 2018, the provision for workers’ compensation risk totaled $15.2 million and $15.3 million, respectively. The reserves for workers’ compensation risks were $169.3 million and $168.3 million as of March 31, 2019 and December 31, 2018, respectively.

Health Insurance

The Company offers employees an option to participate in self-insured health plans. Health insurance claims are paid as they are submitted to the plans’ administrators. The Company maintains an accrual for claims that have been incurred but not yet reported to the plans’ administrators and therefore have not yet been paid. This accrual for incurred but not yet reported claims was $16.1 million and $16.6 million as of March 31, 2019 and December 31, 2018, respectively. The liability for the self-insured health plan is recorded in accrued compensation in the consolidated balance sheets. Although management believes that the amounts provided in the Company’s consolidated financial statements are adequate and reasonable, there can be no assurances that the ultimate liability for such self-insured risks will not exceed management’s estimates.

Legal Proceedings

The Company and certain of its subsidiaries are involved in various litigation and regulatory investigations arising in the ordinary course of business. While there can be no assurance, based on the Company’s evaluation of information currently available, management does not believe the results of such litigation and regulatory investigations would have a material adverse effect on the results of operations, financial position or cash flows of the Company. However, the Company’s assessment of materiality may be affected by limited information (particularly in the early stages of government investigations). Accordingly, the Company’s assessment of materiality may change in the future based upon availability of discovery and further developments in the proceedings at issue. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible.

From time to time the Company may enter into confidential discussions regarding the potential settlement of pending investigations or litigation. There are a variety of factors that influence the Company’s decisions to settle and the amount it may choose to pay, including the strength of the Company’s case, developments in the investigation or litigation, the behavior of other interested parties, the demand on management time and the possible distraction of the Company’s employees associated with the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

case and/or the possibility that the Company may be subject to an injunction or other equitable remedy. The settlement of any pending investigation, litigation or other proceedings could require the Company to make substantial settlement payments and result in its incurring substantial costs.

(16) Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, restricted investments in marketable securities, accounts receivable, accounts payable and current and long-term debt.

The Company’s financial instruments, other than its accounts receivable and accounts payable, are spread across a number of large financial institutions whose credit ratings the Company monitors and believes do not currently carry a material risk of non-performance.

Recurring Fair Value Measures

Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.


	Level 1 —		Quoted prices (unadjusted) in active markets for identical assets or liabilities.
	Level 2 —		Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.
	Level 3 —		Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability).

The tables below present the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):


	Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	March 31,		Identical Assets		Observable Inputs		Inputs
Assets:	2019		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	14,464	$	14,464	$	—	$	—
Restricted cash and equivalents		84,040		84,040		—		—
Restricted investments in marketable securities		143,355		50,295		93,060		—
Total	$	241,859	$	148,799	$	93,060	$	—


	Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Assets:	2018		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	20,865	$	20,865	$	—	$	—
Restricted cash and equivalents		121,411		121,411		—		—
Restricted investments in marketable securities		136,153		40,699		95,454		—
Total	$	278,429	$	182,975	$	95,454	$	—

The Company places its cash and cash equivalents, restricted cash and equivalents and restricted investments in marketable securities in quality financial instruments and limits the amount invested in any one institution or in any one type of instrument. The Company has not experienced any significant losses on such investments. Many of the Company’s financial instruments have quoted

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GENESIS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

prices but are traded less frequently, instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fairly valued using other financial instruments, the parameters of which can be directly observed. These financial instruments have been reported as Level 2 measurements.

Debt Instruments

The table below shows the carrying amounts and estimated fair values, net of debt issuance costs and other non-cash debt discounts and premiums, of the Company’s primary long-term debt instruments (in thousands):


	March 31, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Asset based lending facilities	$	388,293	$	388,293	$	419,289	$	419,289
Term loan agreements		187,151		187,151		184,652		184,652
Real estate loans		278,831		278,831		307,690		307,690
HUD insured loans		130,868		130,868		181,762		180,950
Notes payable		79,486		79,486		81,398		81,398
Mortgages and other secured debt (recourse)		5,674		5,674		4,190		4,190
Mortgages and other secured debt (non-recourse)		186,559		186,559		26,483		26,483
	$	1,256,862	$	1,256,862	$	1,205,464	$	1,204,652

The fair value of debt is based upon market prices or is computed using discounted cash flow analysis, based on the Company’s estimated borrowing rate at the end of each fiscal period presented. The majority of the Company’s debt instruments contain variable rates that are based upon current market prices, or have been refinanced within the recent past. Consequently, management believes the carrying value of these debt instruments approximates fair value. The Company believes this approach approximates the exit price notion of fair value measurement and the inputs to the pricing models qualify as Level 2 measurements.

Non-Recurring Fair Value Measures

The Company recently applied the fair value measurement principles to certain of its non-recurring nonfinancial assets in connection with an impairment test .

The following tables presents the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands):


			Impairment Charges -
	Carrying Value		Three months ended
	March 31, 2019		March 31, 2019
Assets:
Property and equipment, net	$	679,749	$	—
Finance lease right-of-use assets, net		523,167		—
Operating lease right-of-use assets		2,235,128		—
Intangible assets, net		95,015		—
Goodwill		85,642		—

			Impairment Charges -
	Carrying Value		Three months ended
	December 31, 2018		March 31, 2018
Assets:
Property and equipment, net	$	2,887,554	$	28,360
Intangible assets, net		119,082		—
Goodwill		85,642		—

The fair value allocation related to the Company’s acquisitions and the fair value of tangible and intangible assets related to the Company’s impairment analysis are determined using a discounted cash flow approach, which is a significant unobservable input (Level 3). The Company estimates the fair value using the income approach, which is a discounted cash flow technique. These

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential.

Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially affect the present value of future cash flows.

The Company estimated the fair value of acquired tangible and intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows.

The Company believes the estimates and assumptions used in the valuation methods are reasonable.

(17) Subsequent Events

On April 1, 2019, the Company divested the operations of one behavioral health center located in California upon the lease’s expiration. The center generated annual revenues of $3.1 million and pre-tax net loss of $0.3 million. The divestiture resulted in a loss of $0.1 million.

On May 1, 2019, the Company divested the operations of two skilled nursing facilities located in Connecticut that were subject to the Welltower Master Lease. The facilities generated annual revenues of $18.0 million and pre-tax net loss of $1.6 million.

On May 1, 2019, the Company divested the real property and operations of five skilled nursing facilities in California for a sale price of $56.5 million. The property and equipment and HUD escrows had a carrying value of approximately $29.0 million. Loan repayments of $14.2 million and $27.7 million, respectively, retired the HUD-insured loans of two facilities and paid down the MidCap Real Estate Loan of three facilities. The Company incurred prepayment penalties and other closing costs of $2.4 million at settlement. The facilities generated annual revenues of $53.0 million and pre-tax net income of $1.6 million. The facilities were classified as assets held for sale in the Company’s consolidated balance sheets at March 31, 2019. See Note 14 – “ Assets Held For Sale .”

The Company is currently assessing the impact the May 1, 2019 divestitures will have on its consolidated financial statements. The Company expects to recognize a gain on the sale of real property partially offset by exit reserves associated with the divestiture of the two Connecticut and five California operations.

On May 9, 2019, the Company entered into two loan amendments with Welltower to (1) extend the maturity date of the Term Loan Agreement from July 29, 2020 to November 30, 2021 and (2) extend the maturity date of one of the notes payable from October 30, 2020 to December 15, 2021. See Note 9 – “ Long-Term Debt – Term Loan Agreements ” and “ Long-Term Debt – Notes Payable. ”

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition as of the dates and for the periods presented and should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q. As used in this MD&A, the words “we,” “our,” “us” and the “Company,” and similar terms, refer collectively to Genesis Healthcare, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. This MD&A should be read in conjunction with our consolidated financial statements and related notes included in this report, as well as the financial information and MD&A contained in the our Annual Report (defined below).

All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” “plans” or “prospect,” or the negative or other variations thereof or comparable terminology. They include, but are not limited to, statements about the Company’s expectations and beliefs regarding its future operations and financial performance. Historical results may not indicate future performance. Our forward-looking statements are based on current expectations and projections about future events, and there can be no assurance that they will be achieved or occur, in whole or in part, in the timeframes anticipated by the Company or at all. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018, particularly in Item 1A, “Risk Factors,” which was filed with the SEC on March 18, 2019 (the Annual Report), as well as others that are discussed in this Form 10-Q. These risks and uncertainties could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. Our business is also subject to the risks that affect many other companies, such as employment relations, natural disasters, general economic conditions and geopolitical events. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. Any forward-looking statements contained herein are made only as of the date of this report. The Company disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.

Business Overview

Genesis is a healthcare services company that through its subsidiaries owns and operates skilled nursing facilities, assisted living facilities and a rehabilitation therapy business. We have an administrative services company that provides a full complement of administrative and consultative services that allows our affiliated operators and third-party operators with whom we contract to better focus on delivery of healthcare services. At March 31, 2019, we provided inpatient services through 414 skilled nursing, senior/assisted living and behavioral health centers located in 29 states. Revenues of our owned, leased and otherwise consolidated inpatient businesses constitute approximately 87% of our revenues.

We also provide a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by us, as well as by contract to healthcare facilities operated by others. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 10% of our revenues.

We provide an array of other specialty medical services, including management services, physician services, staffing services, and other healthcare related services, which comprise the balance of our revenues.

Recent Transactions and Events

Next Partnership

On January 31, 2019, Welltower Inc. (Welltower) sold the real estate of 15 facilities to a real estate partnership (Partnership), of which we acquired a 46% membership interest for $16.0 million. The remaining interest is held by Next Healthcare (Next). See Note 11 – “ Related Party Transactions .” We will continue to operate these facilities pursuant to a new master lease with the Partnership. The term of the master lease is 15 years with two five-year renewal options available. We will pay annual rent of $19.5

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million, with no rent escalators for the first five years and an escalator of 2% beginning in the sixth lease year and thereafter. We also obtained a fixed price purchase option to acquire all of the real property of the facilities. The purchase option becomes exercisable between lease years five and seven reducing in price each successive year down to a 10% premium over the original purchase price.

In accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have concluded the Partnership qualifies as a variable interest entity (VIE) and that we are the primary beneficiary. As such, we have consolidated all of the accounts of the Partnership in the accompanying financial statements. The Partnership acquired all 22 skilled nursing facilities for a purchase price of $252.5 million but immediately sold seven of these facilities for $79.0 million. The initial consolidation resulted in property and equipment of $173.5 million, non-recourse debt of $160.4 million, net of debt issuance costs, and non-controlling interest of $18.5 million. We have not finalized the analysis of the consideration and purchase price allocation and will continue to review during the measurement period. The impact of consolidation on the accompanying consolidated statement of operations was not material for the three months ended March 31, 2019.

Divestiture of Non-Strategic Facilities

Between January 31, 2019 and February 7, 2019, we divested nine facilities located in New Jersey and Ohio that were subject to the master lease with Welltower (the Welltower Master Lease). These nine facilities had aggregate annual revenue of $90.2 million and annual pre-tax net loss of $6.0 million. We recognized a loss on exit reserves of $3.1 million.

On April 1, 2019, we divested the operations of one behavioral health center located in California upon the lease’s expiration. The center generated annual revenues of $3.1 million and pre-tax net loss of $0.3 million. The divestiture resulted in a loss of $0.1 million.

On May 1, 2019, we divested the operations of two skilled nursing facilities located in Connecticut that were subject to the Welltower Master Lease. The facilities generated annual revenues of $18.0 million and pre-tax net loss of $1.6 million.

On May 1, 2019, we divested the real property and operations of five skilled nursing facilities in California for a sale price of $56.5 million. The property and equipment and U.S. Department of Housing and Urban Development (HUD) escrows had a carrying value of approximately $29.0 million. Loan repayments of $14.2 million and $27.7 million, respectively, retired the HUD-insured loans of two facilities and paid down the MidCap Real Estate Loan of three facilities. The Company incurred prepayment penalties and other closing costs of $2.4 million at settlement. The facilities generated annual revenues of $53.0 million and pre-tax net income of $1.6 million. The facilities were classified as assets held for sale in the Company’s consolidated balance sheets at March 31, 2019. See Note 14 – “ Assets Held For Sale .”

Lease Amendments

Between January 31, 2019 and February 7, 2019, we amended the Welltower Master Lease several times to reflect the lease termination of 24 facilities, including the 15 facilities sold and leased from the Partnership. As a result of the lease termination on the 24 facilities, we received annual rent credits of $23.4 million from Welltower. ROU assets and lease obligations of $221.3 million and $241.6 million, respectively, were written off resulting in a gain of $20.3 million.

On March 8, 2019, we amended a master lease agreement for 19 skilled nursing facilities. The amendment extended the lease term by five years through October 31, 2026, removed our option to purchase certain facilities under the lease and adjusted certain financial covenants. In conjunction with the amendment, one facility located in Ohio was closed. The facility generated annual revenues of $7.7 million and pre-tax net loss of $1.6 million. The divestiture resulted in a loss of $0.2 million.

Gains and losses associated with transactions and divestitures are included in other (income) loss on the consolidated statements of operations. See Note 12 – “ Other (Income) Loss .”

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Industry Trends and Recent Regulatory Governmental Actions Affecting Revenue

Five-Star Quality Rating System

In April 2019, CMS implemented changes to the Five-Star Quality Rating System. These changes include revisions to the inspection process, adjustment of staffing rating thresholds, including increased emphasis on registered nurse staffing, implementation of new quality measures and changes in the scoring of various quality measures. CMS added two new quality measures: long-stay emergency department transfers and long-stay hospitalizations. CMS also established separate quality ratings for short-stay and long-stay residents and will now provide separate short-stay and long-stay ratings in addition to the overall quality measure rating.

The impact of the most recent five star rating methodology is expected to be significant across the industry. CMS estimates the changes will cause 47% of all nursing centers to lose stars in their "Quality" ratings. In addition, 33% will lose stars in their "Staffing" ratings, and 36% will lose stars in their "Overall" ratings. Accordingly, despite no significant changes in our staffing levels or quality of our care, these changes to the staffing and quality thresholds will have a negative impact on our star rating in 2019.

Centers for Medicare and Medicaid Services (CMS) Proposed Rules

On April 25, 2019, CMS released a proposed rule for skilled nursing facilities prospective payment services (SNF PPS) for fiscal year 2020 Medicare Part A services. The proposed rule proposes minor revisions to the regulation text to reflect the revised assessment schedule under the Patient Driven Payment Model (PDPM), which will replace the existing case-mix classification methodology, the Resource Utilization Groups, Version IV (RUG-IV) at the beginning of fiscal year 2020. The proposed rule addresses specific issue areas, discussed below, related to the fiscal year 2020 requirements.

Skilled Nursing Facility Medicare Part A Payment Rates

The proposed rule provides for a net SNF PPS market basket update factor for skilled nursing facilities of 2.5% effective October 1, 2019. This is a full market basket update of 3.0% with no forecast error incurred and a 0.5% multifactor productivity adjustment.

Patient-Driven Payment Model (PDPM)

The proposed rule presents changes and clarifications to PDPM. CMS has finalized the implementation of PDPM in a budget neutral manner and has updated the unadjusted federal per diems and related case mix groups (CMGs) and related Case Mix Indices (CMIs).

CMS has updated the PDPM payment year by refreshing fiscal year 2017 data with fiscal year 2018 data and applying a standardization multiplier and a budget neutrality multiplier for each of the PDPM rate components.

Under CMIs, there are differences between RUG-IV and PDPM in terms of patient classifications and billing. CMS has reflected these differences by modifying the PDPM case mixed adjusted federal rates and associated indexes through the application of a CMI multiplier for each PDPM Group.

PDPM utilizes a combination of six components to determine the amount of the per diem payment. Five of the components are case-mix adjusted, meaning they are intended to cover the utilization of skilled nursing facility resources that vary according to patient characteristics. These components are as follows: physical therapy (PT), occupational therapy (OT), speech-language pathology (SLP), non-therapy ancillary (NTA) services, and nursing. The sixth component is non-case-mix adjusted, meaning it is intended to cover those skilled nursing facility resources that do not vary by patient. The PT, OT, and NTA components are also subject to a variable adjustment factor that serves to adjust the per diem payment over the course of the patient’s stay. PT and OT services have variable per diem adjustments beginning on the 21st day of the Medicare stay and further adjusted every seven days thereafter. NTA services have variable per diem adjustments beginning on the 4th day of the Medicare stay. PDPM utilizes patient specific, data-driven characteristics to classify patients into payment groups within each of the six components, which are used as the basis for the payment amount.

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Group Therapy Under PDPM

In the proposed rule, CMS is proposing to revise the definition of skilled nursing facility group therapy so that it aligns with the group therapy definition used in the inpatient rehabilitation facility setting effective October 1, 2019. The new proposed definition would define group therapy in the skilled nursing facility Medicare Part A setting as a qualified rehabilitation therapist or therapy assistant treating two to six patients at the same time who are performing the same or similar activities.

PDPM also revises the limits on group and concurrent therapy. RUG-IV included a 25% limit per discipline (PT, OT, SLP), for group therapy and did not impose a limit for concurrent therapy. PDPM includes a 25% limit per discipline (PT, OT, SLP), for both combined group and concurrent therapy.

Skilled Nursing Facility - Quality Measures Reporting Program (SNF QRP):

The Improving Medicare Post-Acute Care Transformation Act of 2014 (IMPACT Act) imposed new data reporting requirements for certain Post-Acute-Care (PAC) providers. The IMPACT Act requires that each skilled nursing facility submit their quality measures data. Beginning with fiscal year 2018, and each subsequent year, if a skilled nursing facility does not submit required quality data, their payment rates for the year are reduced by 2.0% points for that fiscal year. Application of the 2.0% reduction may result in payment rates for a fiscal year being less than the preceding fiscal year. In addition, reporting-based reductions to the market basket increase factor will not be cumulative; they will only apply for the fiscal year involved. A skilled nursing facility will receive a notification letter from its Medicare administrator contractor if it was non-compliant with the Quality Reporting Program reporting requirements and is subject to the payment reduction.

Current performance measures mandated for the SNF QRP for fiscal year 2019 were established in the final SNF PPS rules adopted on August 4, 2017 (FY 2018 SNF PPS Rules). The final rules summarize these requirements, finalize adoption of a new measure removal factor for previously adopted SNF QRP measures, review the quality measures currently adopted for the fiscal year 2020 SNF QRP and finalize the intention to specify new measures to be adopted no later than October 1, 2019 for the fiscal year 2020 SNF QRP. The two measures CMS is proposing to adopt are: (1) transfer of health information to the Provider – PAC; and (2) transfer of health information to the Patient – PAC. In addition to the two measure proposals, CMS is proposing to update the specifications for the Discharge to Community – PAC SNF QRP measure to exclude baseline nursing facility residents from the measure. The SNF QRP applies to freestanding skilled nursing facilities, skilled nursing facilities affiliated with acute care facilities, and all non-critical access hospital swing-bed rural hospitals. Final fiscal year 2019 SNF PPS rules (FY 2019 SNF PPS Rules) specified that skilled nursing facilities that do not meet the SNF QRP requirements for a program year will receive a notice of non-compliance.

Skilled Nursing Facility Value-Based Purchasing (SNF-VBP) Program

Under the SNF-VBP Program, CMS began to withhold 2.0% of Medicare payments starting October 1, 2018, to fund the incentive payment pool and will redistribute 60% of the withheld payments back to skilled nursing facilities. All skilled nursing facilities will receive an incentive multiplier to apply to each of their RUG rates for the fiscal year that will provide an incentive payment, a full RUG payment, or a reduction. All skilled nursing facilities receive two scores, one for achievement and the other for improvement of their hospital readmission measure over the designated reporting period. All skilled nursing facilities are ranked from high to low based on the higher of the two scores. The highest ranked facilities will receive the highest payments, and the lowest ranked facilities will receive payments that are less than what they otherwise would have received without the SNF-VBP Program. Of the 2.0% withheld under the SNF-VBP Program, we expect to retain 1.3% based on performance.

In the fiscal year 2020 proposed rule, most elements of the program remain the same. The proposed rule does include finalizing the transition to fiscal year data from calendar year data for baseline and performance year calculations, estimation of 2022 benchmarks and renaming the future skilled nursing facility readmission measure without actually changing the measurement itself. Two changes that are proposed for the fiscal year 2020 program include the change of the phase one correction process to a 30-day deadline and the suppression of data for facilities with fewer than 25 eligible stays for a baseline or performance period.

Decisions Regarding Skilled Nursing Facility Payment

In addition to setting the payment rules for skilled nursing facility services using the SNF-VBP Program, CMS annually adjusts its payment rules for other acute and post-acute service providers including hospitals and home health agencies using a similar SNF-

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VBP Program. It is important to understand the Medicare program and that its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses us for our services. Budget pressures often lead the federal government to reduce or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures has in the past, and could in the future, result in substantial reductions in our revenue and operating margins.

Requirements of Participation

On October 4, 2016, CMS published a final rule to make major changes to improve the care and safety of residents in long-term care facilities that participate in the Medicare and Medicaid programs. The policies in this final rule are targeted at reducing unnecessary hospital readmissions and infections, improving the quality of care, and strengthening safety measures for residents in these facilities.

Changes finalized in this rule include:

Strengthening the rights of long-term care facility residents.

Ensuring that long-term care facility staff members are properly trained on caring for residents with dementia and in preventing elder abuse.

Ensuring that long-term care facilities take into consideration the health of residents when making decisions on the kinds and levels of staffing a facility needs to properly take care of its residents.

Ensuring that staff members have the right skill sets and competencies to provide person-centered care to residents. The care plans developed for residents will take into consideration their goals of care and preferences.

Improving care planning, including discharge planning for all residents with involvement of the facility’s interdisciplinary team and consideration of the caregiver’s capacity, giving residents information they need for follow-up after discharge, and ensuring that instructions are transmitted to any receiving facilities or services.

Updating the long-term care facility’s infection prevention and control program, including requiring an infection prevention and control officer and an antibiotic stewardship program that includes antibiotic use protocols and a system to monitor antibiotic use.

The regulations became effective on November 28, 2016. CMS is implementing the regulations using a phased approach. The phases are as follows:

Phase 1: The regulations included in Phase 1 were implemented by November 28, 2016.

Phase 2: The regulations included in Phase 2 were implemented by November 28, 2017.

Phase 3: The regulations included in Phase 3 must be implemented by November 28, 2019.

Some regulatory sections are divided among more than one phase, and some of the more extensive new requirements have been placed in later phases to allow facilities time to successfully prepare to achieve compliance.

The total costs associated with implementing the new regulations have been absorbed into our general operating costs. Failure to comply with the new regulations could result in exclusion from the Medicare and Medicaid programs and have an adverse impact on our business, financial condition or results of operations. We have substantially complied with the regulations imposed through the Phase 1 and Phase 2 implementation.

Key Performance and Valuation Measures

In order to assess our financial performance between periods, we evaluate certain key performance and valuation measures for each of our operating segments separately for the periods presented. Results and statistics may not be comparable period-over-period due to the impact of acquisitions and dispositions, or the impact of new and lost therapy contracts.

The following is a glossary of terms for some of our key performance and valuation measures and non-GAAP measures:

“Actual Patient Days” is defined as the number of residents occupying a bed (or units in the case of an assisted/senior living center) for one qualifying day in that period.

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“Adjusted EBITDA” is defined as EBITDA adjusted for newly acquired or constructed businesses with start-up losses and other adjustments to provide a supplemental performance measure. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with, non-GAAP measures.

“Adjusted EBITDAR” is defined as EBITDAR adjusted for newly acquired or constructed businesses with start-up losses and other adjustments to provide a supplemental valuation measure. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with, non-GAAP measures.

“Available Patient Days” is defined as the number of available beds (or units in the case of an assisted/senior living center) multiplied by the number of days in that period.

“Average Daily Census” or “ADC” is the number of residents occupying a bed (or units in the case of an assisted/senior living center) over a period of time, divided by the number of calendar days in that period.

“EBITDA” is defined as EBITDAR less lease expense. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with non-GAAP measures.

“EBITDAR” is defined as net income or loss attributable to Genesis Healthcare, Inc. before net income or loss of non-controlling interests, net income or loss from discontinued operations, depreciation and amortization expense, interest expense and lease expense. See “ Reasons for Non-GAAP Financial Disclosure” for an explanation of the adjustments and a description of our uses of, and the limitations associated with non-GAAP measures.

“Insurance” refers collectively to commercial insurance and managed care payor sources, including Medicare Advantage beneficiaries, but does not include managed care payors serving Medicaid residents, which are included in the Medicaid category.

“Occupancy Percentage” is measured as the percentage of Actual Patient Days relative to the Available Patient Days.

“Skilled Mix” refers collectively to Medicare and Insurance payor sources.

“Therapist Efficiency” is computed by dividing billable labor minutes related to patient care by total labor minutes for the period.

Key performance and valuation measures for our businesses are set forth below, followed by a comparison and analysis of our financial results:


	Three months ended March 31,
	2019		2018
Financial Results (in thousands)
Net revenues	$	1,161,640	$	1,301,072
EBITDA		64,680		58,214
Adjusted EBITDAR		148,497		150,618
Adjusted EBITDA		54,436		117,547
Net loss attributable to Genesis Healthcare, Inc.		(15,263)		(68,538)

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INPATIENT SEGMENT:


	Three months ended March 31,
	2019			2018
Occupancy Statistics - Inpatient
Available licensed beds in service at end of period		47,271			54,554
Available operating beds in service at end of period		45,306			52,419
Available patient days based on licensed beds		4,313,860			4,909,860
Available patient days based on operating beds		4,135,173			4,718,119
Actual patient days		3,591,045			4,006,121
Occupancy percentage - licensed beds		83.2	%		81.6	%
Occupancy percentage - operating beds		86.8	%		84.9	%
Skilled mix		19.0	%		20.1	%
Average daily census		39,901			44,512
Revenue per patient day (skilled nursing facilities)
Medicare Part A	$	526		$	526
Insurance		454			458
Private and other		358			335
Medicaid		230			224
Medicaid (net of provider taxes)		211			204
Weighted average (net of provider taxes)	$	278		$	276
Patient days by payor (skilled nursing facilities)
Medicare		366,784			450,022
Insurance		279,584			314,827
Total skilled mix days		646,368			764,849
Private and other		189,621			236,095
Medicaid		2,556,143			2,805,552
Total Days		3,392,132			3,806,496
Patient days as a percentage of total patient days (skilled nursing facilities)
Medicare		10.8	%		11.8	%
Insurance		8.2	%		8.3	%
Skilled mix		19.0	%		20.1	%
Private and other		5.6	%		6.2	%
Medicaid		75.4	%		73.7	%
Total		100.0	%		100.0	%
Facilities at end of period
Skilled nursing facilities
Leased		314			359
Owned		42			44
Joint Venture		20			5
Managed *		12			35
Total skilled nursing facilities		388			443
Total licensed beds		47,050			54,483
Assisted/Senior living facilities:
Leased		20			19
Owned		3			4
Joint Venture		1			1
Managed		2			2
Total assisted/senior living facilities		26			26
Total licensed beds		2,209			2,209
Total facilities		414			469

Total Jointly Owned and Managed— (Unconsolidated)		14			15

REHABILITATION THERAPY SEGMENT**:


	Three months ended March 31,
	2019			2018
Revenue mix %:
Company-operated		37	%		38	%
Non-affiliated		63	%		62	%
Sites of service (at end of period)		1,237			1,460
Revenue per site	$	149,821		$	156,874
Therapist efficiency %		72	%		68	%

* 2018 includes 20 facilities located in Texas for which the real estate was owned by Genesis

** Excludes respiratory therapy services.

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Reasons for Non-GAAP Financial Disclosure

The following discussion includes references to Adjusted EBITDAR, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures (collectively, Non-GAAP Financial Measures). A Non-GAAP Financial Measure is a numerical measure of a registrant’s historical or future financial performance, financial position and cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable financial measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable financial measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. We have provided reconciliations of the Non-GAAP Financial Measures to the most directly comparable GAAP financial measures.

We believe the presentation of Non-GAAP Financial Measures provides useful information to investors regarding our results of operations because these financial measures are useful for trending, analyzing and benchmarking the performance and value of our business. By excluding certain expenses and other items that may not be indicative of our core business operating results, these Non-GAAP Financial Measures:

 allow investors to evaluate our performance from management’s perspective, resulting in greater transparency with respect to supplemental information used by us in our financial and operational decision making;

 facilitate comparisons with prior periods and reflect the principal basis on which management monitors financial performance;

 facilitate comparisons with the performance of others in the post-acute industry;

 provide better transparency as to the measures used by management and others who follow our industry to estimate the value of our company; and

 allow investors to view our financial performance and condition in the same manner as our significant landlords and lenders require us to report financial information to them in connection with determining our compliance with financial covenants.

We use Non-GAAP Financial Measures primarily as performance measures and believe that the GAAP financial measure most directly comparable to them is net income (loss) attributable to Genesis Healthcare, Inc. We use Non-GAAP Financial Measures to assess the value of our business and the performance of our operating businesses, as well as the employees responsible for operating such businesses. Non-GAAP Financial Measures are useful in this regard because they do not include such costs as interest expense, income taxes and depreciation and amortization expense which may vary from business unit to business unit depending upon such factors as the method used to finance the original purchase of the business unit or the tax law in the state in which a business unit operates. By excluding such factors when measuring financial performance, many of which are outside of the control of the employees responsible for operating our business units, we are better able to evaluate value and the operating performance of the business unit and the employees responsible for business unit performance. Consequently, we use these Non-GAAP Financial Measures to determine the extent to which our employees have met performance goals, and therefore the extent to which they may or may not be eligible for incentive compensation awards.

We also use Non-GAAP Financial Measures in our annual budget process. We believe these Non-GAAP Financial Measures facilitate internal comparisons to historical operating performance of prior periods and external comparisons to competitors’ historical operating performance. The presentation of these Non-GAAP Financial Measures is consistent with our past practice and we believe these measures further enable investors and analysts to compare current non-GAAP measures with non-GAAP measures presented in prior periods.

Although we use Non-GAAP Financial Measures as financial measures to assess value and the performance of our business, the use of these Non-GAAP Financial Measures is limited because they do not consider certain material costs necessary to operate the business. These costs include our lease expense (only in the case of Adjusted EBITDAR), the cost to service debt, the depreciation and amortization associated with our long-lived assets, losses on early extinguishment of debt, transaction costs, long-lived asset

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impairment charges, federal and state income tax expenses, the operating results of our discontinued businesses and the income or loss attributable to noncontrolling interests. Because Non-GAAP Financial Measures do not consider these important elements of our cost structure, a user of our financial information who relies on Non-GAAP Financial Measures as the only measures of our performance could draw an incomplete or misleading conclusion regarding our financial performance. Consequently, a user of our financial information should consider net loss attributable to Genesis Healthcare, Inc. as an important measure of our financial performance because it provides the most complete measure of our performance.

Other companies may define Non-GAAP Financial Measures differently and, as a result, our Non-GAAP Financial Measures may not be directly comparable to those of other companies. Non-GAAP Financial Measures do not represent net income (loss), as defined by GAAP. Non-GAAP Financial Measures should be considered in addition to, not a substitute for, or superior to, GAAP Financial Measures.

We use the following Non-GAAP Financial Measures that we believe are useful to investors as key valuation and operating performance measures:

EBITDA

We believe EBITDA is useful to an investor in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (interest expense) and our asset base (depreciation and amortization expense) from our operating results. In addition, financial covenants in our debt agreements use EBITDA as a measure of compliance.

Adjustments to EBITDA

We adjust EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance, in the case of Adjusted EBITDA. We believe that the presentation of Adjusted EBITDA, when combined with GAAP net loss attributable to Genesis Healthcare, Inc., and EBITDA, is beneficial to an investor’s complete understanding of our operating performance. In addition, such adjustments are substantially similar to the adjustments to EBITDA provided for in the financial covenant calculations contained in our lease and debt agreements.

We adjust EBITDA for the following items:

Loss on early extinguishment of debt. We recognize gains or losses on the early extinguishment of debt when we refinance our debt prior to its original term, requiring us to write-off any unamortized deferred financing fees. We exclude the effect of losses or gains recorded on the early extinguishment of debt because we believe these gains and losses do not accurately reflect the underlying performance of our operating businesses.

Other (income) loss. We primarily use this income statement caption to capture gains and losses on the sale or disposition of assets. We exclude the effect of such gains and losses because we believe they do not accurately reflect the underlying performance of our operating businesses.

Transaction costs. In connection with our restructuring, acquisition and disposition transactions, we incur costs consisting of investment banking, legal, transaction-based compensation and other professional service costs. We exclude restructuring, acquisition and disposition related transaction costs expensed during the period because we believe these costs do not reflect the underlying performance of our operating businesses.

Long-lived asset impairments. We exclude non-cash long-lived asset impairment charges because we believe including them does not reflect the ongoing performance of our operating businesses. Additionally, such impairment charges represent accelerated depreciation expense, and depreciation expense is also excluded from EBITDA.

Severance and restructuring. We exclude severance costs from planned reduction in force initiatives associated with restructuring activities intended to adjust our cost structure in response to changes in the business environment. We believe these costs do not reflect the underlying performance of our operating businesses. We do not exclude severance costs that are not associated with such restructuring activities.

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(Income) losses of newly acquired, constructed or divested businesses. The acquisition and construction of new businesses is an element of our growth strategy. Many of the businesses we acquire have a history of operating losses and continue to generate operating losses in the months that follow our acquisition. Newly constructed or developed businesses also generate losses while in their start-up phase. We view these losses as both temporary and an expected component of our long-term investment in the new venture. We adjust these losses when computing Adjusted EBITDA in order to better analyze the performance of our mature ongoing business. The activities of such businesses are adjusted when computing Adjusted EBITDA until such time as a new business generates positive Adjusted EBITDA. The divestiture of underperforming or non-strategic facilities is also an element of our business strategy. We eliminate the results of divested facilities beginning in the quarter in which they become divested. We view the income or losses associated with the wind-down of such divested facilities as not indicative of the performance of our ongoing operating business.

Stock-based compensation. We exclude stock-based compensation expense because it does not result in an outlay of cash and such non-cash expenses do not reflect the underlying performance of our operating businesses.

Regulatory defense and related costs. We exclude the costs of investigating and defending the inherited legal matters associated with prior transactions. We believe these costs are non-recurring in nature as they will no longer be recognized following the final settlement of these matters. Also, we do not believe the excluded costs reflect the underlying performance of our operating businesses.

Adjusted EBITDA

The following table provides a reconciliation of the non-GAAP performance measurement EBITDA and Adjusted EBITDA from net loss attributable to Genesis Healthcare, Inc., the most directly comparable financial measure presented in accordance with GAAP (in thousands):


	Three months ended March 31,
	2019		2018

Net loss attributable to Genesis Healthcare, Inc.	$	(15,263)	$	(68,538)
Adjustments to compute EBITDA:
Net loss attributable to noncontrolling interests		(9,819)		(40,135)
Depreciation and amortization expense		38,195		51,503
Interest expense		51,516		115,037
Income tax expense		51		347
EBITDA		64,680		58,214
Adjustments to compute Adjusted EBITDA:
Loss on early extinguishment of debt		—		10,286
Other (income) loss		(16,917)		68
Transaction costs		1,261		12,095
Long-lived asset impairments		—		28,360
Severance and restructuring		1,446		2,841
Losses of newly acquired, constructed, or divested businesses		1,879		3,100
Stock-based compensation		2,087		2,427
Regulatory defense and related costs		—		156
Adjusted EBITDA	$	54,436	$	117,547

Additional lease payments not included in GAAP lease expense	$	13,567	$	77,932
Total cash lease payments made pursuant to operating leases, finance leases and financing obligations		107,628		111,003

Adjusted EBITDAR

We use Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or divestitures. Adjusted EBITDAR is also a commonly used measure to estimate the enterprise value of businesses in the healthcare industry. In addition, financial covenants in our lease agreements use Adjusted EBITDAR as a measure of compliance.

The adjustments made and previously described in the computation of Adjusted EBITDA are also made when computing Adjusted EBITDAR. The following table provides a reconciliation of the non-GAAP valuation measurement Adjusted EBITDAR

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from net loss attributable to Genesis Healthcare, Inc., the most directly comparable financial measure presented in accordance with GAAP (in thousands):


	Three months ended March 31,
	2019		2018

Net loss attributable to Genesis Healthcare, Inc.	$	(15,263)	$	(68,538)
Adjustments to compute Adjusted EBITDAR:
Net loss attributable to noncontrolling interests		(9,819)		(40,135)
Depreciation and amortization expense		38,195		51,503
Interest expense		51,516		115,037
Income tax expense		51		347
Lease expense		94,061		33,071
Loss on early extinguishment of debt		—		10,286
Other (income) loss		(16,917)		68
Transaction costs		1,261		12,095
Long-lived asset impairments		—		28,360
Severance and restructuring		1,446		2,841
Losses of newly acquired, constructed, or divested businesses		1,879		3,100
Stock-based compensation		2,087		2,427
Regulatory defense and related costs		—		156
Adjusted EBITDAR	$	148,497	$	150,618

Results of Operations

Same-store Presentation

We continue to execute on a strategic plan which includes expansion in core markets and operating segments which we believe will enhance the value of our business in the ever-changing landscape of national healthcare. We are also focused on “right-sizing” our operations to fit that new environment and to divest underperforming and non-strategic assets, many of which were consolidated as part of larger acquisitions in recent years to achieve the net overall growth strategy.

We define our same-store inpatient operations as those skilled nursing and assisted living centers which have been operated by us, in a steady-state, for each comparable period in this Results of Operations discussion. We exclude from that definition those skilled nursing and assisted living facilities recently acquired that were not operated by us for the entire period, as well as those that were divested prior to or during the most recent period presented. In cases where we are developing new skilled nursing or assisted living centers, those operations are excluded from our “same-store” inpatient operations until the revenue driven by operating patient census is stable in the comparable periods.

Since the nature of our rehabilitation therapy services operations experiences high volume of both new and terminated contracts in an annual cycle, and the scale and significance of those contracts can be very different to both the revenue and operating expenses of that business, a same-store presentation based solely on the contract or gym count does not provide an accurate depiction of the business. Accordingly, we do not reference same-store figures in this MD&A with regard to that business.

The volume of services delivered in our other services businesses can also be affected by strategic transactional activity. To the extent there are businesses to be excluded to achieve same-store comparability those will be noted in the context of the Results of Operations discussion.

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Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

A summary of our unaudited results of operations for the three months ended March 31, 2019 as compared with the same period in 2018 follows (in thousands, except percentages):


	Three months ended March 31,
	2019				2018				Increase / (Decrease)
	Revenue		Revenue		Revenue		Revenue
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
Revenues:
Inpatient services:
Skilled nursing facilities	$	982,396	84.6	%	$	1,095,220	84.1	%	$	(112,824)	(10.3)	%
Assisted/Senior living facilities		23,649	2.0	%		23,586	1.8	%		63	0.3	%
Administration of third party facilities		2,247	0.2	%		2,252	0.2	%		(5)	(0.2)	%
Elimination of administrative services		(800)	—	%		(727)	—	%		(73)	10.0	%
Inpatient services, net		1,007,492	86.8	%		1,120,331	86.1	%		(112,839)	(10.1)	%

Rehabilitation therapy services:
Total therapy services		195,071	16.8	%		236,577	18.2	%		(41,506)	(17.5)	%
Elimination of intersegment rehabilitation therapy services		(74,231)	(6.4)	%		(92,746)	(7.1)	%		18,515	(20.0)	%
Third party rehabilitation therapy services, net		120,840	10.4	%		143,831	11.1	%		(22,991)	(16.0)	%

Other services:
Total other services		42,118	3.6	%		48,508	3.7	%		(6,390)	(13.2)	%
Elimination of intersegment other services		(8,810)	(0.8)	%		(11,598)	(0.9)	%		2,788	(24.0)	%
Third party other services, net		33,308	2.8	%		36,910	2.8	%		(3,602)	(9.8)	%

Net revenues	$	1,161,640	100.0	%	$	1,301,072	100.0	%	$	(139,432)	(10.7)	%


	Three months ended March 31,
	2019				2018				Increase / (Decrease)
			Margin				Margin
	Dollars		Percentage		Dollars		Percentage		Dollars		Percentage
EBITDA:
Inpatient services	$	73,473	7.3	%	$	97,443	8.7	%	$	(23,970)	(24.6)	%
Rehabilitation therapy services		26,768	13.7	%		22,330	9.4	%		4,438	19.9	%
Other services		(322)	(0.8)	%		147	0.3	%		(469)	(319.0)	%
Corporate and eliminations		(35,239)	—	%		(61,706)	—	%		26,467	(42.9)	%
EBITDA	$	64,680	5.6	%	$	58,214	4.5	%	$	6,466	11.1	%

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A summary of our unaudited condensed consolidating statement of operations follows (in thousands):


	Three months ended March 31, 2019
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,008,292	$	195,071	$	42,065	$	53	$	(83,841)	$	1,161,640
Salaries, wages and benefits		456,762		157,092		28,556		—		—		642,410
Other operating expenses		401,932		10,957		13,489		—		(83,840)		342,538
General and administrative costs		—		—		—		35,532		—		35,532
Lease expense		92,966		330		342		423		—		94,061
Depreciation and amortization expense		31,872		3,164		174		2,985		—		38,195
Interest expense		27,040		14		9		24,453		—		51,516
Investment income		—		—		—		(1,864)		—		(1,864)
Other income		(16,841)		(76)		—		—		—		(16,917)
Transaction costs		—		—		—		1,261		—		1,261
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(524)		463		(61)
Income (loss) before income tax expense		14,561		23,590		(505)		(62,213)		(464)		(25,031)
Income tax expense		—		—		—		51		—		51
Income (loss) from continuing operations	$	14,561	$	23,590	$	(505)	$	(62,264)	$	(464)	$	(25,082)


	Three months ended March 31, 2018
			Rehabilitation
	Inpatient		Therapy		Other
	Services		Services		Services		Corporate		Eliminations		Consolidated
Net revenues	$	1,121,058	$	236,577	$	42,795	$	33	$	(99,391)	$	1,301,072
Salaries, wages and benefits		507,030		199,831		28,909		—		—		735,770
Other operating expenses		455,801		14,416		13,334		—		(99,391)		384,160
General and administrative costs		—		—		—		39,875		—		39,875
Lease expense		32,434		—		327		310		—		33,071
Depreciation and amortization expense		44,330		3,194		169		3,810		—		51,503
Interest expense		93,619		14		9		21,395		—		115,037
Loss on early extinguishment of debt		—		—		—		10,286		—		10,286
Investment income		—		—		—		(1,047)		—		(1,047)
Other (income) loss		(10)		—		78		—		—		68
Transaction costs		—		—		—		12,095		—		12,095
Long-lived asset impairments		28,360		—		—		—		—		28,360
Equity in net (income) loss of unconsolidated affiliates		—		—		—		(154)		374		220
(Loss) income before income tax expense		(40,506)		19,122		(31)		(86,537)		(374)		(108,326)
Income tax expense		—		—		—		347		—		347
(Loss) income from continuing operations	$	(40,506)	$	19,122	$	(31)	$	(86,884)	$	(374)	$	(108,673)

Net Revenues

Net revenues for the three months ended March 31, 2019 decreased by $139.4 million, or 10.7%, as compared with the three months ended March 31, 2018.

Inpatient Services – Revenue decreased $112.8 million, or 10.1%, in the three months ended March 31, 2019 as compared with the same period in 2018. On a same-store basis, inpatient services revenue declined $3.6 million, or 0.4%, excluding 65 divested underperforming facilities and the acquisition or development of 11 additional facilities. This same-store decrease is due to a continued decline in the skilled mix of our inpatient facilities, partially offset by increased overall occupancy and payment rates. For the past several years, census and skilled mix trends have been affected by healthcare reforms resulting in lower lengths of stay among our skilled patient population and lower admissions caused by initiatives among acute care providers, managed care payors and conveners to divert certain skilled nursing referrals to home health or other community-based care settings. While this paradigm persists in 2019, we believe population demographics will present opportunities in the near future to recapture census where it was lost through reform measures. As recently as the fourth fiscal quarter of 2018, we saw the decline of overall occupancy rates moderate and approximate those of the comparable period in 2017, and in the three months ended March 31, 2019, we saw overall occupancy rates exceed that of the same period in 2018 by 1.9%. However, at the same time, skilled mix in the three months ended March 31, 2019 lagged the same period in 2018 by 1.1%, resulting in the net comparative revenue shortfall in the period.

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For an expanded discussion regarding the factors influencing our census decline, see Item 1, “ Business – Recent Legislative, Regulatory and other Governmental Actions Affecting Revenue ” in our Annual Report on Form 10-K filed with the SEC, as well as “Key Performance and Valuation Measures” in this MD&A for quantification of the census trends and revenue per patient day.

Rehabilitation Therapy Services – Revenue decreased $23.0 million, or 16.0% comparing the three months ended March 31, 2019 with the same period in 2018. Of that decrease, $24.8 million is due to lost contract business, offset by $5.3 million attributed to new contracts. The remaining decrease of $3.5 million is principally due to reduced volume of services provided to existing customers, and partially offset with higher rates to existing contract customers.

Other Services – Revenue decreased $3.6 million, or 9.8% in the three months ended March 31, 2019 as compared with the same period in 2018. Our other services revenue is comprised mainly of our physician services and staffing services businesses. Revenue in our physician services business was relatively flat period over period, however, our staffing services business saw some contraction in certain areas of its operations. The reduced staffing volumes in those regional areas are not expected to persist.

EBITDA

EBITDA for the three months ended March 31, 2019 increased by $6.5 million, or 11.1%, as compared with the three months ended March 31, 2018. Excluding the impact of (gain) loss on extinguishment of debt, other (income) loss, transaction costs, and long-lived asset impairments, EBITDA decreased $49.2 million, or 50.7% when compared with the same period in 2018. The contributing factors for this net decrease are described in our discussion below of segment results and corporate overhead.

Inpatient Services – EBITDA decreased by $24 million, or 24.6% for the three months ended March 31, 2019 as compared with the same period in 2018. Excluding the impact of other (income) loss, long-lived asset impairments and goodwill and identifiable intangible asset impairments, EBITDA as adjusted decreased $69.2 million, or 54.9% when compared with the same period in 2018. On a same store basis, the inpatient EBITDA as adjusted decreased $61.2 million. Of that same-store decline, $60.8 million resulted from the adoption of ASC Topic 842, Leases which we adopted on January 1, 2019. The impact to our financial position and statements of operation from the adoption of this accounting standard is more fully described in Note 1 – “ General Information - Recently Adopted Accounting Pronouncements. ” See also Note 8 – “ Leases .” Our self-insurance programs, including general and professional liability, workers’ compensation and health benefits, resulted in a decrease of $1.6 million EBITDA as adjusted in the three months ended March 31, 2019 as compared with the same period in 2018. While our self-insurance programs are performing as anticipated with reduced volumes related to the implementation of our portfolio optimization strategies and within normal claims reporting patterns of our same-store operations, we are also seeing reduced pressures particularly in our general and professional liability claims experience. We believe this is due to the combination of tort reforms in key states that have had historically high rates of claims volume and severity as well as a recognition by the plaintiffs’ firms that this industry cannot sustain the level of claims historically brought by them. Self-insured health benefits on the same-store population saw a slight increase over the prior year quarter due to some singularly large claims that presented early in 2019. Same-store staffing costs, net of nursing agency and other purchased services, increased $1.3 million. Nursing wage inflation increased 3.7%, while non-nursing wage inflation increased 1.2% in the three months ended March 31, 2019 as compared with the same period in 2018, respectively. The remaining $1.6 million increase in EBITDA, as adjusted, of the segment is attributed to ongoing expense management, partially offset by the continued pressures on skilled mix of our inpatient facilities described above under “ Net Revenues ”.

Rehabilitation Therapy Services – EBITDA increased by $4.4 million, or 19.9%, for the three months ended March 31, 2019 as compared with the same period in 2018. Of this increase, $6.3 million is principally attributed to overhead cost reductions and reductions of start-up losses in our operations in China. Higher costs of labor was largely offset with therapist efficiency which improved to 71.6% in the three months ended March 31, 2019 compared with 67.7% in the comparable period in the prior year. Lost therapy contracts and reduced volumes with existing customers exceeded new contracts by $1.9 million in the three months ended March 31, 2019 as compared with the same period in 2018.

Other Services — EBITDA decreased $0.5 million, or 319.0%, for the three months ended March 31, 2019 as compared with the same period in 2018. This decrease was principally driven by the reduced physician and nurse practitioner encounters that also impacted the physician services revenue noted above.

Corporate and Eliminations — EBITDA increased $26.5 million, or 42.9%, for the three months ended March 31, 2019 as compared with the same period in 2018. EBITDA of our corporate function includes other income, charges, gains or losses associated with transactions that, in our chief operating decision maker’s view, are outside of the scope of our reportable segments.

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These other transactions, which are separately captioned in our consolidated statements of operations and described more fully above in our Reasons for Non-GAAP Financial Disclosure, contributed $26.5 million of the net increase in EBITDA. Corporate overhead costs decreased $4.3 million, or 10.9%, in the three months ended March 31, 2019 as compared with the same period in 2018. This decrease is principally due to the focus on cost containment to address market pressures on our business. The remaining increase in EBITDA of $1.1 million is primarily the result of an increase in investment earnings from our unconsolidated affiliates accounted for on the equity method and other investments.

Other (income) loss — Consistent with our strategy to divest assets in non-strategic markets, we incur losses and generate gains resulting from the sale, transition or closure of underperforming operations and assets. Other (income) loss for the three months ended March 31, 2019 principally represents non-cash gains on leases exited or modified in the period.

Transaction costs — In the normal course of business, we evaluate strategic acquisition, disposition and business development opportunities. The costs to pursue these opportunities, when incurred, vary from period to period depending on the nature of the transaction pursued and if those transactions are ever completed. Transaction costs incurred for the three months ended March 31, 2019 and 2018 were $1.3 million and $12.1 million, respectively.

Long-lived asset impairments — In the three months ended March 31, 2018, we recognized impairments of property and equipment of $28.4 million. For more information about the conditions of the business which contributed to these impairments, see “ Industry Trends and Recent Regulatory Governmental Actions Affecting Revenue ” and “ Financial Condition and Liquidity Considerations ” in this MD&A, as well as Note 13 – “ Asset Impairment Charges - Long-Lived Assets with a Definite Useful Life. ”

Other Expense

The following discussion applies to the consolidated expense categories between consolidated EBITDA and (loss) income from continuing operations of all reportable segments, other services, corporate and eliminations in our consolidating statement of operations for the three months ended March 31, 2019 as compared with the same period in 2018.

Depreciation and amortization — Each of our reportable segments, other services and corporate overhead have depreciating property, plant and equipment, including depreciation on finance lease right-of-use assets. Our rehabilitation therapy services and other services have identifiable intangible assets which amortize over the estimated life of those identifiable assets. Depreciation and amortization expense decreased $13.3 million in the three months ended March 31, 2019 as compared with the same period in 2018. On a same-store basis, depreciation and amortization decreased $10.9 million in the three months ended March 31, 2019 as compared with the same period in 2018. Of this decrease, approximately $15.2 million resulted from the adoption of ASC Topic 842, Leases, which was effective on January 1, 2019 for us. The impact to our financial position and statements of operation from the adoption of this accounting standard is more fully described in Note 1 – “ General Information - Recently Adopted Accounting Pronouncements” and Note 8 – “ Leases .” The remaining increase of $3.4 million was principally due to the acceleration in the inpatient services segment to give effect to the sale of 15 facilities by Welltower to a real estate partnership, of which we acquired a 46% interest, and the corresponding consolidation of that partnership in our consolidated financial statements. See “ Recent Transactions and Events – Next Partnership ” in this MD&A.

Interest expense — Interest expense includes the cash interest and non-cash adjustments required to account for our debt instruments, as well as the expense associated with leases accounted for as capital leases or financing obligations. Interest expense decreased $63.5 million in the three months ended March 31, 2019 as compared with the same period 2018. On a same store basis, interest expense is down $55.5 million in the three months ended March 31, 2019 as compared with the same period in 2018. Of this decrease, approximately $62.5 million resulted from the adoption of ASC Topic 842, Leases, which was effective on January 1, 2019 for us. The impact to our financial position and statements of operation from the adoption of this accounting standard is more fully described in Note 1 – “ General Information - Recently Adopted Accounting Pronouncements” and Note 8 – “ Leases .” The remaining increase of $5.9 million is principally the result of higher rates of interest incurred in the three months ended March 31, 2019 on the debt instruments impacted by the financial restructuring, which was not fully realized in the prior year period. See Note 9 – “Long-Term Debt.”

Income tax expense — For the three months ended March 31, 2019, we recorded an income tax expense of $0.1 million from continuing operations representing an effetive tax rate of (0.2)% compared to an income tax expense of $0.3 million from continuing operatings, representing an effectve tax rate of (0.3)% for the same period in 2018. There is a full valuation allowance against our deferred tax assets, excluding our deferred tax asset on our Bermuda captive insurance company’s discounted unpaid loss reserve.

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Previously, in assessing the requirement for, and amount of, a valuation allowance in accordance with the standard, we determined it was more likely than not we would not realize our deferred tax assets and established a valuation allowance against the deferred tax assets. As of March 31, 2019, we have determined that the valuation allowance is still necessary.

Net Loss Attributable to Genesis Healthcare, Inc.

The following discussion applies to categories between loss from continuing operations and net loss attributable to Genesis Healthcare, Inc. in our consolidated statements of operations for the three months ended March 31, 2019 as compared with the same period in 2018.

Net loss attributable to noncontrolling interests — On February 2, 2015, FC-GEN combined with Skilled Healthcare Group, Inc. and the combined results were consolidated with approximately 42.0% direct noncontrolling economic interest shown as noncontrolling interest in the financial statements of the combined entity. The direct noncontrolling economic interest is in the form of Class C common stock of FC-GEN that are exchangeable on a 1-to-1 basis to our public shares. The direct noncontrolling economic interest will continue to decrease as Class C common stock of FC-GEN are exchanged for public shares. Since the combination, there have been conversions of 7.8 million Class C common stock, leaving a remaining direct noncontrolling economic interest of 34.9%. For the three months ended March 31, 2019 and 2018, a loss of $9.4 million and $40.6 million, respectively, has been attributed to the Class C common stock.

In addition to the noncontrolling interests attributable to the Class C common stock holders, our consolidated financial statements include the accounts of all entities controlled by us through our ownership of a majority voting interest and the accounts of any VIEs where we are subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. We adjust net income attributable to Genesis Healthcare, Inc. to exclude the net income attributable to the third party ownership interests of the VIEs. For the three months ended March 31, 2019 and 2018, income of $0.4 million and $0.5 million, respectively, has been attributed to these unaffiliated third parties.

Liquidity and Capital Resources

Cash Flow and Liquidity

The following table presents selected data from our consolidated statements of cash flows (in thousands):


	Three months ended March 31,
	2019		2018
Net cash provided by (used in) operating activities	$	12,146	$	(6,087)
Net cash used in investing activities		(203,419)		(17,867)
Net cash provided by financing activities		147,501		87,423
Net (decrease) increase in cash, cash equivalents and restricted cash and equivalents		(43,772)		63,469
Beginning of period		142,276		58,638
End of period	$	98,504	$	122,107

Net cash provided by operating activities in the three months ended March 31, 2019 increased $18.2 million compared with the same period in 2018. The three months ended March 31, 2019 as compared to the three months ended March 31, 2018 are highlighted by an increase in cash provided of $21.8 million for the collection of outstanding accounts receivable.

Net cash used in investing activities in the three months ended March 31, 2019 was $203.4 million compared to net cash used in investing activities of $17.9 million in the three months ended March 31, 2018. Routine capital expenditures for the three months ended March 31, 2019 increased by $7.1 million as compared with the same period in the prior year. In the three months ended March 31, 2019, there were asset purchases of $252.5 million as a result of the consolidation of the Next Partnership and its acquisition of 22 skilled nursing facilities and asset sale proceeds of $79.0 million resulting from the simultaneous sale of seven skilled nursing facilities as described in “ Recent Transaction and Events – Next Partnership. ” In comparison, the three months ended March 31, 2018 had no asset purchases or sales. The remaining incremental use of cash in the the three months ended March 31, 2019 as compared to the same period in the prior year of $4.9 million was due primarily to purchases exceeding sales and maturities of marketable securities.

Net cash provided by financing activities in the three months ended March 31, 2019 was $147.5 million compared to net cash provided by financing activities of $87.4 million in the three months ended March 31, 2018. The net increase in cash provided by

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financing activities of $60.1 million is principally attributed to debt borrowings exceeding debt repayments in the three months ended March 31, 2019 as compared to the same period in 2018. In the three months ended March 31, 2019, we had proceeds from the issuance of debt of $170.6 million primarily resulting from the consolidation of the Next Partnership. In the three months ended March 31, 2018, we had proceeds from the issuance of debt of $561.9 million, which includes $438.0 million from the ABL Credit Facilities, $73.0 million from the MidCap Real Estate Loans, $40.0 million from the expanded Term Loan Agreement and $10.9 million from the refinancing of a bridge loan with a HUD insured loan. Repayment of long-term debt in the three months ended March 31, 2019 was $4.5 million compared to $451.2 million in the same period of the prior year. The decrease in cash used was due primarily to $363.2 million in the retirement of our terminated revolving credit facilities, $69.8 million in the paydown of Welltower Real Estate Loans and $9.9 million in the payoff of a bridge loan with the proceeds from a HUD-insured refinancing. The remaining decrease in cash used to repay long-term debt of $3.8 million relates to a decrease in routine debt payments. In the three months ended March 31, 2019, we had net repayments under the revolving credit facilities of $31.7 million as compared with $5.7 million of net repayments under the revolving credit facilities in the same period in 2018. In the three months ended March 31, 2019, we paid debt issuance costs of $3.7 million resulting from the consolidation of the Next Partnership. In the three months ended March 31, 2018, we paid debt issuance costs of $16.5 million, which includes $13.6 million in fees for the ABL Credit Facilities and $2.9 million in fees for the MidCap Real Estate Loans. In the three months ended March 31, 2019, we received contributions from a noncontrolling interest for $18.5 million resulting from the consolidation of the aforementioned Next Partnership. The remaining net increase in cash used in financing activities of $0.6 million in the three months ended March 31, 2019 compared to the same period in 2018 is primarily due to an increase in distributions to noncontrolling interests and repayments of finance lease obligations offset by a reduction in debt settlement costs.

Our primary sources of liquidity are cash on hand, cash flows from operations, and borrowings under our ABL Credit Facilities.

The objectives of our capital planning strategy are to ensure we maintain adequate liquidity and flexibility. Pursuing and achieving those objectives allows us to support the execution of our operating and strategic plans and weather temporary disruptions in the capital markets and general business environment. Maintaining adequate liquidity is a function of our results of operations, restricted and unrestricted cash and cash equivalents and our available borrowing capacity.

At March 31, 2019, we had total liquidity of $78.7 million consisting of cash on hand of $45.1 million and available borrowings under our ABL Credit Facilities of $33.6 million. During the three months ended March 31, 2019, we maintained liquidity sufficient to meet our working capital, capital expenditure and development activities.

Financing Activities

Welltower Loan Extensions

On May 9, 2019, we entered into two loan amendments with Welltower to (1) extend the maturity date of the Term Loan Agreement from July 29, 2020 to November 30, 2021 and (2) extend the maturity date of one of the notes payable from October 30, 2020 to December 15, 2021.

Divestiture of Non-Strategic Facilities

Consistent with our strategy to divest assets in non-strategic markets, we have exited the inpatient operations of 17 skilled nursing facilities and one behavioral health center in four states beginning January 1, 2019 through May 1, 2019, including:

The sale and lease termination of nine skilled nursing facilities located in New Jersey and Ohio between January 31, 2019 and February 7, 2019 that were subject to a master lease agreement with Welltower. A loss was recognized totaling $3.1 million.

The closure of one skilled nursing facility located in Ohio on February 26, 2019. The facility remains subject to a master lease agreement. A loss was recognized totaling $0.2 million.

The lease expiration of one behavioral health center located in California on April 1, 2019. A loss was recognized totaling $0.1 million.

The sale and lease termination of two skilled nursing facilities located in Connecticut on May 1, 2019 that were subject to a master lease agreement with Welltower.

The sale of five owned skilled nursing facilities located in California on May 1, 2019.

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Financial Covenants

The ABL Credit Facilities, the Term Loan Agreement and the Welltower Real Estate Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and maximum capital expenditures. At March 31, 2019, we were in compliance with all of the financial covenants contained in the Credit Facilities.

We have master lease agreements with Welltower, Sabra Health Care REIT, Inc., Omega Healthcare Investors, Inc. and Second Spring Healthcare Investments (collectively, the Master Lease Agreements). Our Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At March 31, 2019, we were in compliance with the covenants contained in the Master Lease Agreements.

We have two master lease agreements with Cindat Best Years Welltower JV LLC involving 28 of our facilities. We did not meet certain financial covenants contained in one of the master lease agreements involving nine of our facilities at March 31, 2019. We received a waiver for these covenant breaches. At March 31, 2019, we are in compliance with the financial covenants contained in the other master lease agreement.

At March 31, 2019, we did not meet certain financial covenants contained in four leases related to 12 of our facilities, which are not included in the Restructuring Transactions. We are and expect to continue to be current in the timely payment of our obligations under such leases. These leases do not have cross default provisions, nor do they trigger cross default provisions in any of our other loan or lease agreements. We will continue to work with the related credit parties to amend such leases and the related financial covenants. We do not believe the breach of such financial covenants has a material adverse impact on us at March 31, 2019.

Our ability to maintain compliance with our covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with our quarterly covenant compliance requirements. Should we fail to comply with our covenants at a future measurement date, we would, absent necessary and timely waivers and/or amendments, be in default under certain of our existing credit agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on our financial position.

Concentration of Credit Risk

We are exposed to the credit risk of our third-party customers, many of whom are in similar lines of business as us and are exposed to the same systemic industry risks of operations, as we, resulting in a concentration of risk. These include organizations that utilize our rehabilitation services, staffing services and physician service offerings, engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in regulatory and systemic industry conditions.

Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in our rehabilitation therapy services business where it has over 170 distinct customers, many being chain operators with more than one location. One customer, which is a related party of ours, comprises $29.6 million, approximately 31%, of the gross outstanding contract receivables in the rehabilitation services business at March 31, 2019. See Note 11 – “Related Party Transactions.” One former customer comprises $10.1 million, approximately 11%, of the gross outstanding contract receivables in the rehabilitation services business at March 31, 2019. An adverse event impacting the solvency of these large customers resulting in their insolvency or other economic distress would have a material impact on us.

Financial Condition and Liquidity Considerations

The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern for 12 months following the date our financial statements were

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issued (May 10, 2019). Management considered the recent results of operations as well as our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due before May 10, 2020. Based upon such considerations, management determined that there are no known or knowable conditions or events that raise substantial doubt about our ability to continue as a going concern for 12 months following the date of issuance of these financial statements (May 10, 2019).

Our results of operations continue to be negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in our inpatient segment, but also has had a detrimental effect on our rehabilitation therapy segment and its customers. In recent years, we have implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment. These strategies have been successful in recent years, however, the negative impact of continued reductions in skilled patient admissions, shortening lengths of stay, escalating wage inflation and professional liability losses, combined with the increased cost of capital through escalating lease payments, persists.

During the three months ended March 31, 2019, we amended, or obtained waivers related to, the financial covenants of all of our material debt and lease agreements to account for these ongoing changes in our capital structure and business conditions. Although we are and project to be in compliance with all of our material debt and lease covenants through June 30, 2020, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on our ability to remain in compliance with the covenants. Should we fail to comply with our debt and lease covenants at a future measurement date it could, absent necessary and timely waivers and/or amendments, be in default under certain of our existing debt and lease agreements. To the extent any cross–default provisions apply, the default could have a more significant impact on our financial position.

Risk and Uncertainties

Should we fail to comply with our debt and lease covenants at a future measurement date, we could, absent necessary and timely waivers and/or amendments, be in default under certain of our existing debt and lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on our financial position.

Although we are in compliance and project to be in compliance with our material debt and lease covenants, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on our ability to remain in compliance with our covenants. Such uncertainty includes, changes in reimbursement patterns, patient admission patterns, bundled payment arrangements, as well as potential changes to the Patient Protection and Affordable Care Act of 2010, among others.

There can be no assurance that the confluence of these and other factors will not impede our ability to meet our debt and lease covenants in the future.

Off-Balance Sheet Arrangements

As of March 31, 2019 and December 31, 2018, we are not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material current or future impact on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures, or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

This item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time

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periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of end of the period covered by this report, the disclosure controls and procedures were effective at that reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2019, we implemented certain internal controls in conjunction with our adoption of the new leasing standard, Topic 842. There were no other changes in our internal control over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

For information regarding certain pending legal proceedings to which we are a party or our property is subject, see Note 15 — “ Commitments and Contingencies – Legal Proceedings ,” to our consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes or additions to the risk factors previously disclosed in Part I, Item 1A, “ Risk Factors ” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 18, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

(a) Exhibits .


Number		Description
10.1	Amended and Restated Employment Agreement dated as of April 1, 2019 by and between Genesis Administrative Services, LLC and George V. Hager, Jr.
10.2	Employment Agreement dated as of February 2, 2015 by and between Genesis Administrative Services, LLC and Michael S. Sherman .
10.3	Amendment No. 5, dated as of March 13, 2019, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent .
10.4	First Amendment, dated March 13, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent .
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

________________

Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		GENESIS HEALTHCARE, INC.

Date:	May 10, 2019	By	/S/ GEORGE V. HAGER, JR.
			George V. Hager, Jr.
			Chief Executive Officer

Date:	May 10, 2019	By	/S/ THOMAS DIVITTORIO
			Thomas DiVittorio
			Chief Financial Officer
			(Principal Financial Officer and Authorized Signatory)

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “ Agreement ”) is dated April 1, 2019, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “ Company ”), and GEORGE V. HAGER, JR. (“ Executive ”).

WHEREAS, the Executive is currently employed by the Company pursuant to an Employment Agreement, dated February 2, 2015, (the “ Current Employment Agreement ”) which expires on March 31, 2020 in the event that Executive gives notice as early as March 31, 2019 of his election to terminate any automatic extension of the Current Employment Agreement;

WHEREAS, the Company and Executive wish to amend and restate the Current Employment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Employment .

The Company agrees to continue to employ Executive, and Executive is willing to accept such employment, for the period stated in Section 2 hereof and upon the terms and conditions herein provided.

2. Term . The period of Executive’s employment under this Agreement shall commence effective April 1, 2019, and shall, unless sooner terminated pursuant to Section 6, continue until December 31, 2022 (such period herein referred to as the “ Term ”).

3. Position and Responsibilities .

3.1. Position . As of April 1, 2019 the Company agrees to continue to employ Executive. Executive agrees to serve in the position of Chief Executive Officer of Genesis Healthcare, Inc. (“GEN”), as a director of GEN, and as an executive officer and/or director of and any direct or indirect subsidiaries of GEN (the “ Company Group ”) without additional compensation. Executive agrees to perform such services and have such duties and responsibilities, not inconsistent with his position as Chief Executive Officer of GEN customarily associated with and incidental to such positions and as may from time to time be reasonably assigned to him by the Board of Directors of GEN (the “Board”). For purposes of this Agreement, a transfer of the Executive’s employment among members of the Company Group shall not be deemed to be a termination of the Executive’s employment, and the entity to which Executive’s employment is transferred shall thereafter be deemed to be the Company for purposes of this Agreement.

3.2. Duties . During the period of his employment hereunder Executive shall devote all of his business time, attention, skill and efforts to the earnest and faithful performance of his duties; provided , however , that Executive may serve as a member of the board of directors of corporations or similar positions with other organizations which, in the Board’s judgment, will not present any

3.3. conflict of interest with the Company Group or materially interfere with the performance of Executive’s services, duties or responsibilities pursuant to this Agreement. Executive has disclosed to the Company all current boards of directors on which he is a member and shall disclose any additional boards of directors that Executive desires to join. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, or from managing his personal investments, provided that these activities do not interfere with the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 9 of this Agreement. While employed by the Company, Executive shall not operate an aircraft (whether as a pilot or a co-pilot) or take any flight lessons or keep any certification he has current by flying additional hours (the “ Flight Prohibition ”).

3.4. Place of Employment . Executive shall perform his duties hereunder primarily at the Company’s executive offices in Kennett Square, Pennsylvania, and shall travel to the Company’s other offices or locations as may be necessary or appropriate for him to perform his duties hereunder.

4. Compensation and Benefits .

4.1. Salary . For all services rendered by Executive as Chief Executive Officer of the Company, member of the Board, or as an officer or director of any member of the Company Group during his employment under this Agreement, the Company shall pay Executive a base salary at the annual rate of $900,000, which may be increased (but not decreased) from time to time. Without limiting the foregoing, during the Term, the Compensation Committee of the Board, (or, if no Compensation Committee exists, then the independent members of the Board) (the “Committee”) shall annually review Executive’s total compensation in an effort to provide Executive with a compensation package that is market as compared to other Chief Executive Officers in companies of similar size in the same industry as the Company. The annual base salary payable to Executive in any year is referred to herein as the “ Base Salary ” for such year.

4.2. Annual Bonus . For each fiscal year of the Company during the Term, the Company shall afford Executive the opportunity to earn an incentive bonus (“Bonus”) as described in this Section 4.2. The aggregate target Bonus payable to Executive under such program(s) shall equal one hundred fifteen percent (115%) of the Base Salary for such fiscal year, and shall be payable to the extent the applicable performance goals are achieved (which goals and payment matrices shall be set by the Compensation Committee in its discretion after consultation with a nationally recognized compensation consultant (the “Consultant”)). Unless otherwise determined by the Compensation Committee and agreed to by the Executive, bonus goals and bonus payout matrices shall be the same with respect to all executive officers of the Company. The Bonus will be paid following certification by the Board that the applicable goals have been achieved and the Board shall promptly provide such certification following achievement of the applicable goals. The amount payable under this Section 4.2 shall, to the extent permitted under the applicable Bonus plan, be paid by March 15th of the calendar year immediately following the calendar year in which the Bonus is earned or, if later, the fifteenth day of the third month following the end of the Company’s fiscal year in which the Bonus is earned.

4.3. Incentive Compensation . Executive shall be entitled to participate in all long-term incentive plans (including any equity incentive plan) sponsored by the Company or any member of the Company Group either now or in the future, on terms and conditions similar to those applicable to other executive officers of the Company generally. The amount and terms of the long-term incentive awards awarded to the Executive shall be set by the Compensation Committee in its discretion after consultation with the Consultant. Effective as of the commencement of the Term and in accordance with a separate, definitive, agreement, Executive shall receive a grant of 400,000 Restricted Stock Units from the Company’s existing Equity Plan, 50% of which shall ratably vest over three years during the Executive’s employment under this agreement and 50% of which may vest over three years based upon meeting performance measures established by the Compensation Committee after consultation with the Consultant. In accepting such grant, Executive agrees to waive any participation he may otherwise have had under the Company’s existing Equity Plan for the calendar years 2020, 2021 and 2022.

4.4. Participation in Benefit Plans .

(a) Executive shall be entitled to participate in each employee benefit plan or perquisite applicable generally to executive officers of the Company (including health insurance, long-term disability, qualified and non-qualified retirement plans, if any, and deferred compensation benefits, but excluding any severance benefit or termination pay plan) in accordance with the provisions thereof. Notwithstanding the foregoing, Executive shall not be entitled to receive any additional benefits or awards under discretionary plans or programs of the Company unless the Committee exercises the necessary discretion to provide Executive with such benefits or awards. For the purposes of defining years of service, Executive shall be given credit for his years of service with Genesis Healthcare Corporation and its predecessors.

(b) During the Term, Executive shall be entitled to $3 million of “whole life” life insurance coverage. Such coverage shall be taxable to Executive to the extent required under applicable law.

4.5. Vacation and Holidays . Executive shall be entitled to vacation in accordance with the Company’s vacation policy in effect from time to time for its executive officers, but not less than five (5) weeks in each full calendar year. Executive shall also be entitled to all paid holidays given by the Company to its executive officers. Except as required by law, vacation days that are not used during any calendar year may not be accrued, nor shall Executive be entitled to compensation for unused vacation days.

5. Reimbursement of Expenses .

The Company shall pay or reimburse Executive for all reasonable business expenses incurred by Executive during the Term in performing his obligations under this Agreement in accordance with its written reimbursement or business expense policies in effect from time to time. Any such expense reimbursement will be made within thirty (30) days following Executive’s proper submission to the Company of appropriate vouchers or receipts for such expenses, but in no event later than the last day of the calendar year following the calendar year in which the

reimbursable expense was incurred. Any such expense reimbursement during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any such expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

6. Events of Termination of Employment .

6.1. Expiration of Term . Executive’s employment with the Company and the Company Group shall cease automatically on the expiration of the Term.

6.2. Death or Disability . Executive’s employment with the Company and the Company Group shall automatically terminate on Executive’s death. Executive’s employment shall terminate thirty (30) days after Executive is notified that his employment is terminated for Disability ( provided , that Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period). For purposes of this Agreement, “ Disability ” means an incapacity due to a physical or mental condition which causes Executive to be unable to perform the essential functions of his position under this Agreement with a reasonable accommodation on a full-time basis for (i) a period of six (6) consecutive months, or (ii) for shorter periods aggregating more than six (6) months in any twelve (12) month period. “ Disabling Condition ” shall mean such an incapacity that does not meet the time requirements for Disability. The Company may temporarily relieve Executive from his duties and responsibilities during any period that he has a Disabling Condition ( provided , that the Company shall continue to provide Executive with full compensation and benefits during such period), provided , that Executive shall be immediately restored to his duties and responsibilities if Executive is able to resume his duties on a full-time basis prior to his termination for Disability. Executive agrees to submit to reasonable medical examination upon the reasonable request, and at the expense, of the Company during any period when he (or his representative) claims that he has a Disabling Condition.

6.3. Termination by Company for Cause .

(a) The Company may, following any determination by the Board that Cause exists in accordance with the procedure set forth in this subsection (a), terminate Executive’s employment with the Company and the Company Group for Cause by notice to Executive describing the reasons for such termination. In the event the Board believes Cause may exist for termination of Executive’s employment, the Board shall provide written notice to Executive describing the basis for such belief. Executive shall have fifteen (15) days to fully and promptly address and correct any concerns raised by the Board regarding the existence of Cause. The Company may temporarily relieve Executive from his duties and responsibilities pending the outcome of any proceeding of the Board to determine if Cause exists (provided, that, during such period, the Company shall continue to provide Executive with full compensation and benefits); provided, that Executive shall be immediately restored to his duties and responsibilities if the Board determines that Cause does not exist or fails to render a prompt determination following the substantial completion of its investigation. The final determination that Executive’s employment shall be terminated for Cause shall be made by the affirmative vote of two-thirds (2/3) of the non-employee membership of the Board at a meeting of the Board duly called and held upon at least

fifteen (15) days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute “ Cause ” (and at which meeting Executive and his counsel are entitled to be present and are given a reasonable opportunity to be heard).

(b) For purposes of this Section 6.3, “ Cause ” means any of the following events with respect to Executive:

(i) Executive has been convicted of, or pleads guilty or nolo contendere to, any crime or offense constituting a felony under applicable law or involving embezzlement, theft or moral turpitude, which crime or offense is substantially related to Executive’s position with the Company or impairs Executive’s ability to perform his duties with the Company, in either case as may be reasonably determined by the Board;

(ii) Executive’s commission of a willful act of fraud or dishonesty against the Company or the Company Group, or Executive’s willful engaging in conduct which is materially injurious to the Company or the Company Group, monetarily or otherwise;

(iii) Executive’s abuse of illegal drugs and other controlled substances or Executive’s habitual intoxication, which conduct continues after written demand for cessation of such conduct is delivered to Executive by the Board;

(iv) Executive’s continued willful and intentional failure to substantially comply with the reasonable mandates of the Board commensurate with his position as Chief Executive Officer after a written demand for substantial compliance is delivered to him by the Board, which demand specifically identifies the mandate(s) with which the Board believes he has not substantially complied, and which failure is not substantially corrected by him within fifteen (15) days after receipt of such demand. Executive shall not be considered to have failed to substantially comply if (I) he fails to so comply by reason of total or partial incapacity due to physical or mental illness or (II) the requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by the Board; (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, that such action is not in the best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (3) where the Board has issued a written demand specifically directing the Executive to take or refrain from taking a specified action.

6.4. Resignation by Executive for Good Reason .

(a) Upon the occurrence of any event described in this Section 6.4(a) below in the absence of Executive’s express written consent or request (each such event, a “ Good Reason ”), Executive shall have the right to elect to terminate his employment under this Agreement from all

(but not less than all) positions with the Company and the Company Group by resignation, upon not less than thirty (30) days’ prior written notice given within one hundred twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided , however , that the Company has not cured or otherwise corrected such event prior to the expiration of such thirty (30) day period.

(i) Any reduction by the Company of Executive’s Base Salary;

(ii) Any change by the Company to the terms or conditions of Executive’s Bonus or any incentive plan (including any equity incentive plan) in which Executive participates that reduces the compensation received by Executive;

(iii) Any relocation of Executive’s principal place of employment or the relocation of the Company’s principal office or corporate headquarters to a location that is not within forty-five (45) miles of Executive’s current residence;

(iv) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates on terms and conditions similar to those applicable to other senior executive officers of the Company generally (except as specifically provided in the last sentence of Section 4.3); or

(v) The assignment to Executive by the Company of any duties materially inconsistent with Executive’s status with the Company or a substantial alteration in the nature or status of Executive’s responsibilities from those described in Section 3.1, or a reduction in Executive’s titles or offices as in effect as of immediately following the effective date of this Agreement, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive’s death, termination of employment (and other than as a result of Executive’s Disabling Condition or pending a determination that Cause exists), or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided , that, for the avoidance of doubt, a failure to elect Executive to the Board shall constitute Good Reason under this Agreement. Executive agrees and acknowledges that the appointment by the Company of a nonexecutive Chairman of the Board or a lead director shall not constitute “Good Reason” hereunder.

6.5. Termination by the Company without Cause . In addition to any termination of Executive’s employment with the Company and the Company Group for reasons described in the foregoing provisions of this Section 6, the Company may terminate such employment at any time without Cause. Such determination shall be made by the affirmative vote of two-thirds (2/3) of the non-employee membership of the Board at a meeting of the Board called and held for such purpose. The Board shall provide Executive with written determination of its decision no less than ninety (90) days prior to the effective date of such employment termination.

6.6. Resignation by Executive Without Good Reason . Notwithstanding anything to the contrary contained in this Agreement, Executive may, at any time after at least ninety (90) days prior written notice to the Company, terminate voluntarily Executive’s employment hereunder. Upon receiving such notice, the Company may relieve Executive of some or all of his duties at any time during the notice period without constituting “Good Reason” for termination.

7. Severance Upon an Event of Termination .

7.1. General Provision . Upon termination of Executive’s employment for any reason, Executive shall be entitled to no further compensation hereunder other than (i) Executive’s accrued and unpaid Base Salary through the date of termination, (ii) any earned but unpaid Bonus for any fiscal year ending prior to the date of termination, (iii) any benefits (including reasonable business expenses) accrued and vested under the terms of the Company’s employee benefit plans and programs through the date of termination, (iv) all deferred compensation of any kind, including, without limitation, any amounts earned under any deferred compensation plan payable under the terms of such deferred compensation plans, (v) the option to have assigned to him at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company and relating specifically to Executive ((i) through (v) collectively, the “ Accrued Benefits ”) and (vi) any other payments or benefits specifically provided in Section 7 of this Agreement.

7.2. Termination Due to Death . Upon Executive’s employment termination due to his death, the Company shall pay to Executive (or to his estate) (i) a lump sum in cash equal to Executive’s Base Salary for the period from the date of termination through the end of the Term (computed as if Executive had not died) within sixty (60) days after date of termination; (ii) benefits as if Executive’s employment had terminated on the last day of the month in a lump sum within sixty (60) days after date of termination; and (iii) a pro rata Bonus for the portion of the year in which the date of termination occurs preceding the date of termination based upon the amount that would have been earned based on the Company’s actual performance for the portion of the year ending on the date of termination, using performance goals that are pro-rated to reflect the portion of the year prior to the date of termination (which amount will be paid as soon as practicable following the date of termination but no later than sixty (60) days after the date of termination). In addition, all restricted stock, stock options, performance share, and other equity or equity-based awards made to Executive shall automatically become fully vested and, if applicable, immediately exercisable as of the date of death and shall be immediately exercisable for a period of two (2) years following the termination of Executive’s employment but in no event later than the expiration of the original term of the option, stock appreciation right, or other applicable award.

7.3. Termination for Cause . Upon Executive’s employment termination for Cause, the Company shall pay to Executive all deferred compensation of any kind to which Executive is entitled on his date of termination in accordance with the terms of any deferred compensation agreement.

7.4. Severance . Upon Executive’s employment termination by the Company without Cause, due to Executive’s Disability, or by Executive for Good Reason (each a “ Qualifying Termination ”), the Company shall provide Executive (or, in the event of Executive’s death after a Qualifying Termination, his beneficiary or beneficiaries or his estate, as provided) the payments and benefits described in this Section 7.4, which shall commence or be paid at the times set forth below in this Section 7.4, subject to (x) Executive’s compliance with the provisions of Section 8 and 9 below; and (y) if the Company determines to so request, Executive entering into a release substantially in the form set forth as Exhibit A hereto, which release must be signed by the Company and promptly provided to Executive. Notwithstanding the foregoing, and except as provided in Section 7.4(c) below, if Executive is required to enter into a release substantially in the form set forth in Exhibit A hereto, no payment or benefit under this Section 7.4 will be made or provided unless the release has become effective and irrevocable within sixty (60) days after the date of termination; provided, that, if the sixty (60) day period begins in one taxable year and ends in a second taxable year, such payments or benefits will not commence until the second taxable year (and, in such event, the first such payment will include any amount that would, but for the requirement that the payment or benefit commence in the second year, have been paid in the first such taxable year.)

(a) Bonus for Year of Termination of Employment . The Company shall pay to Executive (or to his estate) a pro rata Bonus for the portion of the year in which the date of termination occurs preceding the date of termination based upon the amount that would have been earned based on the Company’s actual performance for the portion of the year ending on the date of termination, using performance goals that are pro-rated to reflect the portion of the year prior to the date of termination. Such payment will be made within sixty (60) days after the date of termination.

(b) Severance Pay . The Company shall provide to Executive (or his estate), as severance pay (the “ Severance Payments ”) the greater of (i) Executive’s Base Salary under Section 4.2 as of the date of termination for the remainder of the Term less any applicable disability insurance benefits (if Executive’s employment terminates because of Disability) plus the amount of Executive’s Bonus under Section 4.2 for the previous year; or (ii) two (2) times Executive’s Termination Base Salary (as defined below) plus two (2) times Executive’s target Bonus as in effect on the date of termination pursuant to Section 4.2 hereof for the year of termination, less any applicable disability insurance benefits (if Executive’s employment terminates because of Disability) over the two (2) year period beginning with the date of termination of employment. Payments under this section 7.4(b) for Executive’s will be made in accordance with Section 4.1 of this Agreement as if they were Base Salary payments. In no event shall such payments be reduced for any reason (other than in the case of Disability as set forth above), including the fact that Executive is employed by any other entity. “ Termination Base Salary ” means the highest Base Salary paid to Executive in the three (3) years preceding the Qualifying Termination.

(c) Benefit Continuation . The Company shall continue to provide, on the same basis as executive officers generally, the health and life insurance benefits (but excluding disability benefits) provided to Executive and his spouse and eligible dependents immediately prior to his

date of termination for, whichever is later, the remainder of the Term or a period of two (2) years following the date of termination ( provided , that Executive continues to make all required employee contributions) and as modified for any changes to such benefits made with respect to executive officers of the Company. In the event that Executive’s participation in any such plan or program is barred by the terms thereof (or by law, including the 2010 health care reform law), the Company shall pay to Executive an amount equal to the annual contribution, payments, credits or allocation made by the Company to him, to his account or on his behalf under such plans and programs from which his continued participation is barred. Such payment will be made on a monthly basis during such two (2) year post-employment period or remainder of the Term, whichever is applicable. Coverage and/or payments shall be made during the sixty (60) day period following termination of employment whether or not a release (described above) has been executed, but will not continue beyond that time absent execution of, and failure to revoke, the required release (if Company exercises its option to require the release).

(d) Equity . All restricted stock, stock option, performance share, and other equity or equity-based awards made to Executive shall fully vest and, if applicable, shall be immediately exercisable for a period of two (2) years following the date of termination of Executive’s employment, but in no event later than the expiration of the original terms of the option, stock appreciation right, or other applicable award (or in the case of stock units or similar awards, shall be settled within thirty (30) days after such date of termination of employment, to the extent permitted by 409A (as defined below)).

8. Duties Upon Termination .

8.1. Return of Materials . Executive agrees that he will, upon termination of his employment with the Company for any reason whatsoever, deliver to the Company or where delivery of the documents is not feasible, such as electronic documents and records, destroy any and all records, forms, contracts, memoranda, work papers, lists of names or other customer data and any other articles or papers which have come into his possession by reason of his employment with the Company or which he holds for the Company or the Company Group, regardless of whether or not any of said items were prepared by him, and he shall not retain memoranda or copies of any of said items. Executive shall assign to the Company all rights to trade secrets and the products relating to the Company’s or the Company Group’s business developed by him alone or in conjunction with others at any time alike employed by the Company. Notwithstanding anything herein to the contrary, Executive may retain this Agreement, any documents relating to this Agreement and any documents relating to Executive’s compensation, benefits, retirement plans and deferred compensation plans, and Executive may retain copies of certain non-confidential materials, with the prior consent of the Board.

8.2. Resignation from All Positions . Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the Board, Executive shall immediately resign from all positions that he holds or has ever held with the Company and the Company Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to

execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

8.3. Cooperation . For a period of two (2) years following the termination of Executive’s employment, Executive will respond to reasonable, limited inquiries from the Company with respect to matters within Executive’s knowledge. Executive need only respond to such inquiries by telephone or E-mail, and the amount of detail in such response and the promptness with which it is made will depend on, among other things, the other demands on Executive’s time.

9. Post-Termination Obligations .

All payments and benefits to Executive under this Agreement, other than the Accrued Benefits, shall be subject to Executive’s compliance with the following provisions. Executive hereby acknowledges that this Agreement provides him with additional benefits that he did not have under his prior agreement.

9.1. Confidential Information . At all times during and after the term of this Agreement, Executive shall not disclose or reveal to any Unauthorized Person Confidential Information relating to the Company, the Company Group, or to any businesses operated by them. For purposes of this Section 9.1, Confidential Information is all information relating to the Company or the Company Group that is not known by or readily available to the general public or which becomes known by or readily available to the general public as a result of any improper act or omission of Executive. Notwithstanding anything herein to the contrary, Executive may reveal information, as necessary, (i) pursuant to his conducting Company business during the Term, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, or as otherwise required by law. For purposes of this Section 9.1, Unauthorized Person is any person or entity, within or without the Company, who does not need to know the Confidential Information in order to advance a legitimate business interest of the Company, unless the Company has a relationship or agreement with that person or entity such that the person or entity has an enforceable obligation to maintain the confidentiality of the Confidential Information; provided that nothing in this Section 9.1 shall prevent Executive from disclosing Confidential Information to any person within or without the Company as Executive reasonably believes necessary to facilitate the performance of his material duties and responsibilities as specified in Section 3.

9.2. Competitive Conduct . While Executive is employed by the Company and for the two (2) year period beginning on the date of termination of employment, Executive shall not, except with the Company’s express prior written consent, directly or indirectly, in any capacity for the benefit of any person:

(a) solicit any person who then is, and who was within six (6) months prior to the termination of Executive’s employment, a customer, supplier, salesman, agent or

representative of the Company, in any manner which interferes with such person’s relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company which business conducts operations within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business;

(b) solicit the employment of any person who is, or was at any time during the three (3) months immediately prior to the termination of Executive’s employment, an employee, consultant, officer or director of the Company (except for such employment by the Company);

(c) hire any person (whether as an employee, officer, director, agent, consultant or independent contractor) who is, or was at any time during the three (3) months prior to the termination of Executive’s employment, an officer or managing director of the Company (except for such employment by the Company);

(d) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any business or any person in any business in competition with the Company if such business or person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision in which the Company conducts substantial business. For purposes of Section 9.2, the term “Company” shall include all affiliates and subsidiaries of the Company.

(e) Notwithstanding the foregoing, if Executive’s employment is terminated in any manner, other than by the Company with Cause or by the Executive without Good Reason, the time period for the restrictions in Section 9.2(d) will be the same as the time period during which Executive is to continue to receive his Base Salary under this Agreement but in no event longer than two (2) years.

9.3. Failure of Executive to Comply . If Executive shall, without written consent of the Company, fail to comply with the provisions of this Section 9, his rights to any future payments or other benefits hereunder, other than the Accrued Benefits, shall terminate (without prejudice to any other rights, including recovery of damages of the Company), and the Company’s obligations to make such payments and provide such benefits shall cease; provided , however, that, for purposes of Section 9.3, no such failure to comply with any provision of this Section 9 shall be deemed to have occurred unless and until Executive receives written notice from the Company specifying the conduct alleged to constitute such failure and, solely with respect to any failure to comply with any provision of this Section 9, if such failure is an unintentional violation of this Section 9, Executive has not cured such failure within thirty (30) days after such notice.

9.4. Remedies . Executive agrees that monetary damages would not be adequate compensation for any loss incurred by the Company by reason of a breach of the provisions of

Sections 8 and 9 of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, agreements and other provisions of Sections 8 and 9 specifically performed by Executive, and the Company shall have the right to obtain preliminary injunctive relief to secure specific performance and to prevent a breach of Section 8 or 9. If the Company is obliged to resort to litigation to enforce a covenant in Section 8 or 9 that contains a fixed term, then such fixed term shall be extended for a period of time equal to the period during which a material breach of such covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred, or, if later, the last day of the original fixed term of such covenant. For purposes of Section 9.4, the term “Company” shall include all affiliates and subsidiaries of the Company.

9.5. Consideration . Executive expressly acknowledges that the covenants contained in Sections 8 and 9 are a material part of the consideration bargained for by the Company and, without the agreement of Executive to be bound by the covenants contained in such sections, the Company would not have agreed to enter into this Agreement.

9.6. Scope . If any portion of the covenants contained in Section 8 or 9 or its application is construed to be invalid, illegal or unenforceable, then the other portions and their application shall not be affected thereby and shall be enforceable without regard thereto. If any of such covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, the court making such determination shall have the power to reduce or limit such scope, duration, area or other factor, and such covenant shall then be enforceable in its reduced or limited form.

10. Effect of Prior Agreements .

This Agreement contains the entire understanding between the parties hereto and, upon effectiveness of this Agreement, this Agreement supersedes all prior agreements (including but not limited to the Current Employment Agreement) and discussions between the Company and Executive regarding the same subject matter.

11. General Provisions .

11.1. Counterparts . This Agreement may be executed in separate counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11.2. Attorney’s Fees . If Executive prevails as to any material issue in any legal proceeding to enforce the terms of this Agreement, the Company shall reimburse Executive for the portion of his reasonable attorneys’ fees, costs and expenses incurred related to any material issue(s) on which Executive prevails. The Company shall pay directly all attorneys’ fees and expenses reasonably incurred by Executive in connection with the negotiation and preparation of this Agreement, subject to a maximum of $25,000.

11.3. Mitigation . Executive shall not be obligated to seek other employment or take any other action to mitigate any severance benefits hereunder.

11.4. Assignability and Binding Effect . This Agreement (including the covenants set forth in Sections 8 and 9) shall inure to the benefit of and shall be binding upon the Company, the Company Group, and their successors (including successors to all or substantially all of the Company’s assets) and permitted assigns and upon the Executive and his heirs, executors, legal representatives, successors and permitted assigns. Unless clearly inapplicable, reference herein to the Company shall be deemed to include its successors and permitted assigns. However, neither party may assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any of its or his rights hereunder without prior written consent of the other party, any such attempted assignment, transfer, pledge, encumbrance, hypothecation or other disposition without such consent shall be null and void, without effect.

11.5. Severability . In the event any provision of this Agreement or any part hereof is held invalid, such invalidity shall not affect any remaining part of such provision or any other provision, and to this end, the provisions of this Agreement are intended to be and shall be deemed severable. If any court construes any provision of this Agreement to be illegal, void or unenforceable because of the duration or the area or matter covered thereby, such court shall reduce the duration, area or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

11.6. Withholding . The Company may withhold from any amounts payable under this Agreement such taxes and governmentally required withholdings as may be required to be withheld pursuant to any applicable law or regulation.

11.7. Indemnification .

(a) The Company shall maintain in effect, during the Term and for a period of at least six (6) years following the Term, directors’ and officers’ liability insurance and fiduciary liability insurance covering Executive and his Legal Representatives (as defined below), with benefits and levels of coverage at least as favorable as that provided under the Company’s policies as of immediately following the effective date of this Agreement. Such insurance shall be obtained from an insurance carrier with the same or better credit rating as the Company’s insurance carrier, with respect to such policies, as of the effective date of this Agreement. The Company shall indemnify Executive and his beneficiaries and successors (the “ Legal Representatives ”) to the fullest extent permitted by applicable law against all costs, charges, damages, amounts paid in settlement or expenses (including reasonable attorneys’ fees) whatsoever incurred or sustained by him or his Legal Representatives in connection with any threatened, pending or completed action, suit or proceeding to which he or his Legal Representatives may be made a party as a result of the entering into of this Agreement or the performance of services hereunder. This indemnification provision is in addition to, and is not in substitution for, any other indemnification rights that Executive might have under any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive; provided, however, that any indemnity payments made pursuant to this Section 11.7 shall not be duplicative

of payments made pursuant to any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive.

(b) Notice of Claim . Executive shall give to the Company notice of any claim made against him for which indemnification will or could be sought under this Section 11.7. In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executive’s power, at such times and places as are convenient for Executive.

(c) Defense of Claim . With respect to any claim under this Section 11.7 as to which Executive notifies the Company of the commencement thereof:

(i) The Company will be entitled to participate therein at its own expense; and

(ii) To the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or the Company Group; provided that Executive shall be permitted to retain his own counsel, at the Company’s expense, in the event he reasonably believes it necessary.

(iii) The Company shall not be liable to indemnify Executive under this Section 11.7 for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner, without Executive’s written consent, which (i) would impose any penalty or limitation on Executive, or (ii) does not deny all liability and wrongdoing by Executive. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

(d) Timing of Payment . The Company shall pay all costs and expenses (including reasonable attorneys’ fees) incurred by Executive or his Legal Representatives in connection with the investigation, defense, settlement or appeal of any action, suit or proceeding within thirty (30) days of presentation to the Company of an itemized statement of such costs and expenses. The Company shall pay any damages or settlement amounts to the claiming party when such amounts are due and owing under any court order or settlement document. If the Company does not pay any amounts on a timely basis, Executive or his Legal Representatives may bring a claim for payment against the Company and the Company shall pay Executive’s or his Legal Representative’s costs and expenses (including reasonable attorneys’ fees) in connection with such claim.

(e) Survival . Notwithstanding anything contained herein to the contrary, the provisions of this Section 11.7 shall survive the termination of this Agreement.

12. Modification and Waiver .

12.1. Amendment of Agreement . Except for increases in compensation made as provided in Section 4.1, this Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto. No action taken by the Company hereunder, including without limitation any waiver, consent or approval, shall be effective unless approved by the Board.

12.2. Waiver . No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

13. Notices .

Any notice to be given hereunder shall be in writing and shall be deemed given when delivered personally, sent by courier or telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

To Executive at the Executive’s address in the Company’s records.

To the Company at:

Genesis Administrative Services, LLC

101 East State Street

Kennett Square PA 19348

Attention: Law Department

And with a copy to:

The Chairman of the Board at the address provided to the Executive by the Company from time to time

And with a copy to:

The Chairman of the Compensation Committee at the address provided to the Executive by the Company from time to time

14. Governing Law and Venue .

The parties hereto intend that this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. The parties

consent to the authority and exclusive jurisdiction of the Court of Common Pleas for Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania for purposes of any dispute related to this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

15. Code Section 409A .

This Agreement is intended to comply with Code Section 409A and Treasury Regulations thereunder (“ 409A ”) and shall be administered and interpreted accordingly, including, without limitation, interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments. Notwithstanding any other Section of this Agreement, any reimbursements hereunder (other than tax gross-up payments) shall be made by the end of the calendar year following the calendar year in which the related expense is incurred (or by such earlier date prescribed elsewhere in this Agreement). Notwithstanding any other Section of this Agreement, reimbursement of expenses incurred due to a tax audit or litigation or any tax-gross up shall be made by the end of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority, or where no taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. In the event Executive is a specified employee of a public company on the date of termination then, to the extent required by 409A , payments hereunder or under any other plan, agreement or arrangement to which Executive is a party or in which he participates shall be made or commence, as applicable, on the first day of the month following the six (6) month anniversary of the date of termination (or within ten (10) days after his death, if earlier), with amounts that would have been paid during such six (6) month delay included in the first payment (provided that no payment shall be made earlier than otherwise scheduled).

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, all as of the day and year first above written.

Genesis Administrative Services, LLC		George V. Hager, Jr.


/s/ Michael S. Sherman		/s/ George V. Hager, Jr.
Name: Michael S. Sherman
Title: SVP
Dated: April 1, 2019		Dated: April 1, 2019

EXHIBIT A

FORM OF RELEASE AGREEMENT

This Release Agreement (“ Release ”) is entered into as of this _____day of _______, hereinafter “ Execution Date ”, by and between George V. Hager, Jr. (hereinafter “ Employee ”), and Genesis Administrative Services, LLC and its successors and assigns (hereinafter, the “ Company ”). The Employee and the Company are sometimes collectively referred to as the “ Parties ”.

1. The Employee’s employment with the Company is terminated effective the ______ day of __________, (hereinafter “ Termination Date ”). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee’s employment and positions with Genesis Healthcare, Inc. and any direct or indirect subsidiaries of Genesis Healthcare, Inc. (the “ Company Group ”) including the termination thereof. The Company Group expressly disclaims any wrongdoing or any liability to the Employee.

2. The Company agrees to provide the Employee the severance benefits provided for in his Employment Agreement (the “ Employment Agreement ”) with the Company, dated _________, after he executes this Release and the Release becomes effective pursuant to its terms.

3. Employee represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment and positions with, or resignation from, the Company Group, provided , however , that nothing contained in this Section 3 shall prohibit Employee from bringing a claim to challenge the validity of the ADEA Release in Section 9 herein or shall be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. Notwithstanding the foregoing, Employee agrees to waive Employee’s right to recover monetary damages in any charge, complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf. Employee acknowledges that he has been paid all salary, bonuses, and other compensation and reimbursable expenses due him from the Company Group. Employee further represents that he has advised the Company’s General Counsel or Compliance Officer of any potential violation of law, regulation, contractual obligation or Company policy, by the Company Group or any entity acting for the Company Group, of which he is aware. In consideration of the benefits described in Section 2, for himself and his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Releasers ”), Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the “ Released Parties ”), from any and all claims, charges, complaints, causes of action or demands

of whatever kind or nature that Employee and his Releasers now have or have ever had against the Released Parties, whether known or unknown, from the beginning of time to the date upon which Employee signs this Release, arising out of, or relating to, Employee's employment or positions with the Company Group and the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, the discrimination or other employment laws of the Commonwealth of Pennsylvania; any claims brought under any federal or state statute or regulation for non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that (a) relate to any unemployment compensation claim Employee may have, (b) involve rights to receive vested benefits to which Employee is entitled as of the Termination Date under any qualified or nonqualified employee benefit plans and arrangements of the Company, (c) relate to claims for indemnification as provided under applicable law, any applicable insurance policies, e.g., directors and officers insurance, the Articles of Incorporation or By-Laws of the Company or any member of the Company Group, or any applicable policy statements or indemnification agreements by or with the Company or any member of the Company Group, or (d) involve post-termination obligations owed to Employee by the Company under the Employment Agreement.

4. The Company, on its own behalf and on behalf of the Released Parties, hereby releases Employee from all claims, causes of actions, demands or liabilities which arose against the Employee on or before the time it signs this Agreement. This release covers any claims, whether the facts or circumstances giving rise to them are currently known or unknown. This Paragraph, however, does not apply to or adversely affect any claims against Employee which allege or involve the following: (i) willful misconduct, gross negligence or fraudulent conduct by Employee during the Term; (ii) a violation of criminal law, unless Employee has reasonable cause to believe that his conduct was lawful; or (iii) post-termination obligations owed by him to the Company under the Employment Agreement. The Company will indemnify Employee for reasonable attorneys’ fees, costs and damages which may arise in connection with any proceeding by the Company or any Released Party which is inconsistent with this Release by the Company and the Released Parties.

5. Employee agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Company, its personnel or employees, officers, owners, or attorneys and any and all related entities, or assert that any current or former employee, agent, director or officer of same has acted improperly or unlawfully with respect to Employee. Employee acknowledges that during his employment with Employer he was one of Employer’s highest level executives. Employee further acknowledges that he participated in and was privy to attorney-client communications and other privileged matters. In addition to his post-termination non-disclosure obligations, Employee further agrees that he will also keep all such communications and matters confidential. Employee agrees that he will not provide information or testimony about any information he gained through his employment with Employer unless

requested by Employer or unless he receives an enforceable subpoena compelling his testimony. Employee agrees to promptly notify Company of the receipt of any such subpoena. Employee also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Company, regarding the Company and its business activities. Nothing in this Section precludes Employee from providing truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

6. The Company agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Executive, or assert that Executive has acted improperly or unlawfully with respect to Employee. The Company also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Executive, regarding the Executive. Nothing in this Section precludes the Company from providing truthful information to any governmental authority or in response to any lawful subpoena or other legal process. The Company shall only be in breach of this provision if the applicable statements were made by the members of the Board, its senior executive officers or in official press releases.

7. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

8. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Pennsylvania, without regard to principles of conflicts of law. Employee consents to venue and personal jurisdiction in the State of Pennsylvania for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

9. In further recognition of the above, Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ ADEA ”), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section

9 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee’s voluntary execution prior to the expiration of the twenty-one (21) day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 9 only and that, if he chooses not to so revoke, the Release in this Section 9 shall then become effective and enforceable and the payment listed above shall then be made to him in accordance with the terms of this Release. To cancel this Release, Employee understands that he must give a written revocation to the General Counsel of the Company, either by hand delivery or certified mail within the seven (7) day period. If he rescinds the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.

10. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

11. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

ACCEPTED AND AGREED TO:

Genesis Administrative Services, LLC		George V. Hager, Jr.


Name:
Title:
Dated:		Dated:

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) dated February 2, 2015, effective as of immediately following the Closing, as defined in the Purchase Agreement, as defined below, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Michael S. Sherman (“Executive”).

WITNESSETH

WHEREAS, pursuant to the Purchase and Contribution Agreement, dated as of August 18, 2014 (the “Purchase Agreement”), by and between the parent of the Company, FC-GEN Operations Investment, LLC, a Delaware limited liability company (“Genesis”), and Skilled Healthcare Group, Inc., a Delaware corporation (“Skilled”), Skilled will contribute its assets to Genesis in exchange for equity of Genesis.

WHEREAS, prior to the Closing, the Executive was employed by the Company pursuant to an Amended and Restated Employment Agreement effective as of April 1, 2011, as amended (the “Current Employment Agreement”);

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Offer and Acceptance of Employment. The Company hereby agrees to continue to employ Executive as Senior Vice President and General Counsel and Executive's principal place of business shall be located at 101 E State Street Kennett Square PA, 19348; provided that from time to time, Executive will travel to the Company’s (or its subsidiaries’ or affiliates’) other offices or locations, as may be necessary, appropriate or convenient to perform Executive’s duties. Executive accepts such employment and agrees to perform the customary responsibilities of such position during the term of this Agreement. Executive will perform such other duties as may from time to time be reasonably assigned to Executive by the Chief Executive Officer of the Company or his designee (the “CEO”), provided such duties are consistent with and do not interfere with the performance of the duties described herein and are of a type customarily performed by persons of similar title with similar companies. Nothing in this Agreement shall preclude Executive from serving as a director, trustee, officer of, or partner in, any other firm, trust, corporation or partnership or from pursuing personal investments, as long as such activities do not interfere with Executive's performance of Executive's duties hereunder or violate the terms of Section 6 hereof. For purposes of this Agreement, a transfer of the Executive’s employment among the Company, its subsidiaries or its affiliates, or to any businesses operated by them (all such entities together, “Company Group”) shall not be deemed to be a termination of the Executive’s employment, and the entity to which Executive’s employment is transferred shall thereafter be deemed to be the Company for purposes of this Agreement. Executive further agrees to serve as an officer of Genesis Healthcare, Inc. and any other member of the Company Group.

2. Period of Employment.

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(a) Period of Employment. The period of Executive's employment under this Agreement shall commence immediately following the Closing and shall, unless sooner terminated pursuant to Section 4, terminate on the second anniversary of the Closing (such period, as extended from time to time, herein referred to as the "Term"). Subject to Section 2(b), and if the Term has not been terminated pursuant to Section 4, on the second anniversary of the Closing and on each anniversary of the Closing thereafter (each such anniversary, an "Automatic Extension Date") the Term shall be extended for an additional period of one year, except as otherwise provided in Section 2(c). If the Closing does not occur, this Agreement shall be null and void and the Current Employment Agreement will continue to be in effect in accordance with its terms.

(b) Termination of Automatic Extension by Notice. The Company or Executive may elect to terminate the automatic extension of the Term set forth in Section 2(a) ("Automatic Extension") by giving written notice of such election. Any notice given hereunder must be given not less than 90 days prior to the second anniversary of this Agreement or not less than 90 days prior to the applicable Automatic Extension Date.

3. Compensation and Benefits.

(a) Base Salary. As long as Executive remains an employee of the Company, Executive will be paid a base salary of $270,906.48 which shall continue at this rate, subject to adjustment as hereinafter provided. Executive's base salary shall be reviewed periodically and the Company may increase such base salary, by an amount, if any, that the Company determines to be appropriate. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive's annual base salary payable hereunder, as it may be increased from time to time and without reduction for any amounts deferred as described below, is referred to herein as "Base Salary". Executive's Base Salary, as in effect from time to time, may not be reduced by the Company without Executive's consent, provided that the Base Salary payable under this paragraph shall be reduced to the extent Executive elects to defer or reduce such salary under the terms of any deferred compensation or savings plan or other employee benefit arrangement maintained or established by the Company. The Company shall pay Executive the portion of Executive's Base Salary not deferred in accordance with its customary periodic payroll practices.

(b) Incentive Compensation. Executive shall be eligible to participate in short-term and long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the Closing on terms and conditions similar to those applicable to other senior executive officers of the Company generally, but at a level generally consistent with Executive's position with the Company and the Company's then current policies and practices.

(1) Benefits. During the Term, Executive shall be eligible to participate in (1) each welfare benefit plan sponsored or maintained by the Company, including, without

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limitation, each life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (2) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company, in each case, whether now existing or established hereafter, to the extent that Executive is eligible to participate in any such plan under the generally applicable provisions thereof. With respect to the pension or retirement benefits payable to Executive, Executive's service credited for purposes of determining Executive's benefits and vesting shall be determined in accordance with the terms of the applicable plan or program. Nothing in this Section 3(c), in and of itself, shall be construed to limit the ability of the Company to amend or terminate any particular plan, program or arrangement.

(2) Vacation. During the Term, Executive shall be entitled to the number of paid vacation days in each year determined by the Company from time to time for its senior executive officers, but not less than four (4) weeks in any year. Executive shall also be entitled to all paid holidays given by the Company to its senior officers. Except as required by law, vacation days which are not used during any calendar year may not be accrued, nor shall Executive be entitled to compensation for unused vacation days, during the Term or upon termination of employment.

(3) Perquisites. During the Term, Executive shall be entitled to receive such perquisites (e.g., fringe benefits) as are generally provided to other senior officers of the Company in accordance with the then current policies and practices of the Company.

(4) Business Expenses. During the Term, the Company shall pay or reimburse Executive for all reasonable expenses incurred or paid by Executive in the performance of Executive's duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may reasonably require and if in accordance with the generally applicable written reimbursement or business expense policies and practices of the Company in effect from time to time. Any such expense reimbursement will be made within thirty (30) days following Executive’s proper submission to the Company of any required documentation, but in no event later than the last day of the calendar year following the calendar year in which the reimbursable expense was incurred.

4. Employment Termination.

The Term of employment under this Agreement may be earlier terminated only as follows:

(a) Cause. The Company shall have the right to terminate Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (1) Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive's obligations under this Agreement, or (3) Executive’s

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continued willful and intentional failure to substantially comply with the reasonable mandates of the CEO commensurate with his/her position after a written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the CEO believes he/she has not substantially complied, and which failure is not substantially corrected by him/her within 10 days after receipt of such demand. Executive shall not be considered to have failed to substantially comply if (I) he/she fails to so comply by reason of total or partial incapacity due to physical or mental illness or (II) the requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, that such action is not in the best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (3) where the CEO has issued a written demand specifically directing the Executive to take or refrain from taking a specified action.

(b) Without Cause. Notwithstanding anything to the contrary contained in this Agreement, the Company may, at any time after at least 90 days prior written notice in accordance with Section 4(f) hereof to Executive, terminate Executive's employment hereunder without Cause.

(c) Death or Disability. If Executive dies, Executive's employment shall terminate as of the date of death. If Executive develops a disability, the Company may terminate Executive's employment for Disability. As used in this Agreement, the term "Disability" shall mean incapacity due to physical or mental illness which has caused Executive to be unable to perform the essential functions of Executive’s position with a reasonable accommodation with the Company on a full time basis for (1) a period of six consecutive months, or (2) for shorter periods aggregating more than six months in any twelve month period. During any period of Disability, Executive agrees to submit to reasonable medical examinations upon the reasonable request, and at the expense, of the Company.

(d) Good Reason.

(1) Except as provided in Section 4(d)(2), Executive may terminate Executive's employment at any time during the Term of this Agreement for Good Reason upon not less than thirty (30) days’ prior written notice given within one hundred and twenty (120) days after the event purportedly giving rise to Executive’s right to elect; provided, however, that the Company has not cured or otherwise corrected such event prior to the expiration of such 30-day period. For purposes of this Agreement, "Good Reason" shall mean any of the following, without Executive's written consent:

(A) the assignment to Executive by the Company of any duties materially adversely inconsistent with Executive's status with the Company or a substantial alteration in the nature or status of Executive's responsibilities from those in effect immediately following the

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Closing, or a reduction in Executive's titles or offices as in effect immediately following the Closing, or any removal of Executive from, or any failure to reelect Executive to, any of such positions, except in connection with the termination of Executive's employment for Disability or Cause or as a result of Executive's death or by Executive other than for Good Reason;

(B) a reduction by the Company in Executive's Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement;

(C) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the Closing, on terms and conditions similar to those applicable to other senior executive officers of the Company generally, but at a level generally consistent with Executive's position with the Company and the Company's then current policies and practices;

(D) any relocation of Executive's principal place of employment to a location more than forty-five (45) miles from Executive’s current residence to the proposed relocated principal place of employment; provided, however, that, if Executive currently resides more than forty-five (45) miles from the location set forth in Section 1 of this Agreement, any relocation of Executive's principal place of employment to a location more than ten (10) miles further than the distance from Executive’s current residence to the location set forth in Section 1 of this Agreement.

(e) Executive's Voluntary Termination. Notwithstanding anything to the contrary contained in this Agreement, Executive may, at any time after at least 90 days prior written notice in accordance with Section 4(g) hereof to the Company, terminate voluntarily Executive's employment hereunder. Upon receiving such notice, the Company may relieve Executive of some or all of Executive’s duties at any time during the notice period without constituting “Good Reason” for termination.

(f) Expiration of Term. Executive’s employment with the Company and its subsidiaries shall cease automatically on the expiration of the Term if the Agreement is not renewed pursuant to Section 2(b) of this Agreement (“Termination by Non-Renewal”).

(g) Notice of Termination. Any termination, except for death, pursuant to this Section 4 shall be communicated by a Notice of Termination. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate those specific termination provisions in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

(h) Date of Termination. "Date of Termination" shall mean (1) if this Agreement is terminated by the Company for Disability, 30 days after Notice of Termination is given to Executive (provided that Executive shall not have returned to the performance of Executive's duties on a full-time basis during such 30-day period), (2) if Executive's employment is terminated due to Executive's death, on the date of death; (3) if Executive's employment is terminated due to Executive's voluntary resignation pursuant to Section 4(e), the date specified in the notice given

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in accordance with said section; or (4) if Executive's employment is terminated for any other reason, the date specified in the Notice of Termination in accordance with this Agreement.

Payments upon Termination.

(a) Termination Due to Death or Disability. Upon Executive's death or the termination of Executive's employment by reason of the Disability of Executive, to the extent not theretofore paid or provided, (1) the Company shall pay to Executive's estate or Executive, as applicable, (A) Executive's full Base Salary and other accrued benefits earned up to the last day of the month of Executive's death or termination of employment by reason of Executive's Disability in a lump sum 30 days after the Date of Termination or as otherwise required by applicable law, (B) all deferred compensation of any kind (in accordance with the terms of the plan), including, without limitation, any amounts earned but not yet paid under any bonus plan in a lump sum 30 days after the Date of Termination, and (C) if any bonus, under any bonus plan of the Company, shall be payable in respect of the year in which Executive's death or termination of employment by reason of Executive's Disability occurs, such bonus(es) prorated up to the last day of the month of Executive's death or termination of employment by reason of Executive's Disability in a lump sum 30 days after the Date of Termination, and (2) all restricted stock, stock option and performance share awards made to Executive and outstanding as of the Date of Termination shall automatically become fully vested as of the Date of Termination.

(b) Termination for Cause and Resignation Without Good Reason. If Executive's employment shall be terminated for Cause or Executive resigns during the Term without Good Reason, the Company shall pay Executive, within 30 days after the Date of Termination or as otherwise required by applicable law (i) Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (ii) all deferred compensation of any kind to which Executive is entitled on his Date of Termination in accordance with the terms of any deferred compensation agreement. The Company shall have no further obligations to Executive under this Agreement.

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of ninety (90) days following the Date of Termination (or, if sooner, the end of the scheduled term). "Executive's Average Base Salary" means Executive's Base Salary for the most recent two years (including the year in which the Date of Termination occurs) divided by two. "Executive's Average Assumed Cash Incentive Compensation" means all annual bonuses earned as incentive compensation including under the Company's annual performance bonus, but not including the value of any long-term incentive awards, in consideration of services for the two (2) most recent completed fiscal years prior to the Date of Termination, divided by two (2), or the average annual bonuses earned in such shorter number of fiscal years during which an annual bonus incentive program existed.

The payments under this Section 5(c) are subject to, and conditional upon, Executive executing a general release within 60 days after the Date of Termination of all statutory and common law claims relating to employment and termination from employment in the form attached hereto as Exhibit A (which release must also be signed by the Company and promptly provided to Executive) and such release becoming irrevocable during such 60-day period. Except as provided in the following paragraph with respect to benefit coverage during such 60-day period, if the 60-day period begins in one taxable year and ends in a second taxable year, no payments or benefits will commence until the second taxable year (and, in such event, the first such payment will include any amount that would, but for the requirement that the payment or benefit commence in the second year, have been paid in the first such taxable year.)

In the event (A) the Company terminates Executive's employment during the Term other than for Cause, death, or Disability (including if the Company terminates Executive’s employment by Non-Renewal); or (C) Executive resigns during the Term for Good Reason, the Company shall also maintain in full force and effect, for the continued benefit of Executive and Executive’s dependents for a period equal to two (2) years, all employee insurance benefit plans and programs to which Executive was entitled prior to the Date of Termination (including, without limitation, the health, dental, vision, life and other voluntary insurance programs, but specifically excluding any company paid disability plan or program provided by the Company) if Executive's continued participation is permissible under the general terms and provisions of such plans and programs and Executive continues to pay all applicable premiums. In the event that Executive's participation in any health, medical or life insurance plan or program is barred by the terms thereof or by law, including the 2010 health care reform law, the Company shall increase the payment above, by a lump sum amount equal to the premiums, if any, that would have been paid with respect to Executive by the Company during the two (2) year period described in the preceding sentence under the plans or programs in which Executive’s participation is barred.. Coverage shall be provided during the 60-day period following termination of employment whether or not a release (described above) has been executed, but will not continue beyond that time absent execution of, and failure to revoke, the required release.

Executive recognizes and accepts that the Company shall not, in any case, be responsible for any additional amount, severance pay, termination pay, severance obligation, incentive compensation payments, costs, attorney’s fees or other damages whatsoever arising from termination of Executive's employment, above and beyond those specifically provided for herein. Notwithstanding anything herein to the contrary, Executive shall maintain his/her rights under any Company sponsored qualified or nonqualified retirement plan.

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6. Executive's Covenants. Executive hereby acknowledges that this Agreement provides Executive with additional benefits that he/she did not have under his/her prior agreement.

(a) Nondisclosure. At all times during and after the term of this Agreement, Executive shall not disclose or reveal to any Unauthorized Person Confidential Information relating to the members of the Company Group. For purposes of this Section 6, Confidential Information is all information relating to the members of the Company Group that is not known by or readily available to the general public or which becomes known by or readily available to the general public as a result of any improper act or omission of Executive. Notwithstanding anything herein to the contrary, Executive may reveal information, as necessary, (i) pursuant to Executive’s conducting Company business during the Term or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, or as otherwise required by law. For purposes of this Section 6, Unauthorized Person is any person or entity, within or without the Company, who does not need to know the Confidential Information in order to advance a legitimate business interest of the Company, unless the Company has a relationship or agreement with that person or entity such that the person or entity has an enforceable obligation to maintain the confidentiality of the Confidential Information; provided that nothing in this Section 6(a) shall prevent Executive from disclosing Confidential Information to any person within or without the Company as Executive reasonably believes necessary to facilitate the performance of Executive’s material duties and responsibilities as specified in Section 1.

(b) Non-Competition. During the Term hereof and for a period of one (1) year following Executive's termination of employment for any reason, Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity, for the benefit of any entity or person:

(1) Solicit any entity or person who is or during such period becomes a customer, supplier, salesman, agent or representative of any member of the Company Group, in any manner which interferes or might interfere with such entity or person's relationship with any member of the Company Group, or in an effort to obtain such entity or person as a customer, supplier, salesman, agent, or representative of any business in competition with any member of the Company Group which conducts operations within 15 miles of any office or facility owned, leased or operated by any member of the Company Group or in any county, or similar political subdivision, in which any member of the Company Group conducts substantial business.

(2) Solicit the employment of any person who is, or was at any time during the three (3) months immediately prior to the termination of Executive’s employment, an employee, consultant, officer or director of any member of the Company Group (except for such employment by any member of the Company Group);

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(3) Hire any person (whether as an employee, officer, director, agent, consultant or independent contractor) who is, or was at any time during the three (3) months prior to termination of Executive’s employment, an officer or managing director of the any member of the Company Group (except for such employment by any member of the Company Group);

(4) Establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent of the stock of a corporation whose shares are publicly traded), management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any entity or person in any business in competition with any member of the Company Group, if such entity or person has any office or facility at any location within 15 miles of any office or facility owned, leased or operated by any member of the Company Group or conducts substantial business in any county, or similar political subdivision, in which any member of the Company Group conducts substantial business, or act or conduct himself/herself in any manner which Executive would have reason to believe inimical or contrary to the best interests of the Company.

(c) If Executive’s employment is terminated in any manner, including non-renewal, other than by the Company with Cause or for Disability, or by the Executive without Good Reason, the time period for the restrictions in Section 6(b)(4) will be the same as the time period during which Executive is to continue to receive his or her Base Salary under this Agreement or, if the post-termination severance payments related to Base Salary is paid in a lump sum, the time period for the restrictions in Section 6(b)(4) will equal to the number of years of Base Salary payable to the Executive as severance (e.g., if Executive is entitled to payments under Section 5(c), time period for the restrictions in Section 6(b)(4) will equal one year).

(d) Enforcement. Executive acknowledges that any breach by Executive of any of the covenants and agreements of this Section 6 ("Covenants") will result in irreparable injury to the Company for which money damages could not adequately compensate the Company, and therefore, in the event of any such breach, the Company shall be entitled, in addition to all other rights and remedies which the Company may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining Executive and/or all other entities or persons involved therein from continuing such breach. The existence of any claim or cause of action which Executive or any such other entity or person may have against the Company shall not constitute a defense or bar to the enforcement of any of the Covenants. If the Company is obliged to resort to litigation to enforce any of the Covenants which has a fixed term, then such term shall be extended for a period of time equal to the period during which a material breach of such Covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred, or, if later, the last day of the original fixed term of such Covenant. For purposes of Section 8(d), the term “Company” shall include all affiliates and subsidiaries of the Company.

(e) Consideration. Executive expressly acknowledges that the Covenants are a material part of the consideration bargained for by the Company and, without the agreement of Executive to

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be bound by the Covenants, the Company would not have agreed to enter into this Agreement.

(f) Scope. If any portion of any Covenant or its application is construed to be invalid, illegal or unenforceable, then the other portions and their application shall not be affected thereby and shall be enforceable without regard thereto. If any of the Covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, then the court making such determination shall have the power to reduce or limit such scope, duration, area or other factor, and such Covenant shall then be enforceable in its reduced or limited form.

7. No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer after the Date of Termination, or otherwise. The amounts payable to Executive under Section 5 hereof shall not be treated as damages but as severance compensation to which Executive is entitled by reason of termination of Executive's employment in the circumstances contemplated by this Agreement.

8. Duties Upon Termination.

(a) Return of Materials. Executive agrees that he/she will, upon termination of his/her employment with the Company for any reason whatsoever, deliver to the Company or where delivery of the documents is not feasible, such as electronic documents and records, destroy any and all records, forms, contracts, memoranda, work papers, lists of names or other customer data and any other articles or papers which have come into Executive’s possession by reason of his/her employment with the Company or which he/she holds for the Company, regardless of whether or not any of said items were prepared by Executive, and he/she shall not retain memoranda or copies of any of said items. Executive shall assign to the Company all rights to trade secrets and the products relating to the Company's business developed by Executive alone or in conjunction with others at any time alike employed by the Company. Notwithstanding anything herein to the contrary, Executive may retain this Agreement, any documents relating to this Agreement and any documents relating to Executive's compensation, benefits, retirement plans and deferred compensation plans, and Executive may retain copies of certain non-confidential materials, with the prior consent of the CEO.

(b) Resignation from All Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive's employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he/she holds or has ever held with any member of the Company Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he/she shall be treated for all purposes as having so resigned upon termination of his/her employment, regardless of when or whether he/she executes any such documentation.

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(c) Cooperation. For a period of two (2) years following the termination of Executive’s employment, Executive will respond to reasonable, limited inquiries from any member of the Company Group with respect to matters within Executive's knowledge. Executive need only respond to such inquiries by telephone or E-mail, and the amount of detail in such response and the promptness with which it is made will depend on, among other things, the other demands on Executive's time.

9. Miscellaneous.

(a) Notices. All notices, requests, demands, consents or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if and when (1) delivered personally, (2) mailed by first class certified mail, return receipt requested, postage prepaid, or (3) sent by a nationally recognized express courier service, postage or delivery changes prepaid, with receipt, or (4) delivered by telecopy (with receipt, and with original delivered in accordance with any of (1), (2) or (3) above) to the parties at their respective addresses stated below or to such other addresses of which the parties may give notice in accordance with this Section.

To Executive at the Executive’s address in the Company’s records.

To the Company at:

Genesis Administrative Services, LLC

101 East State Street

Kennett Square PA 19348

Attention: Law Department

Attention: CEO

And with a copy to:

The Chairman of the Board at the address provided to the Executive by the Company from time to time

And with a copy to:

The Chairman of the Compensation Committee at the address provided to the Executive by the Company from time to time

(b) Entire Understanding. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous, written, oral, expressed or implied, communications, agreements and understandings with respect to the subject matter hereof. Upon effectiveness of this Agreement, this Agreement supersedes all prior agreements (including but not limited to the Current Employment Agreement) and discussions between the Company and Executive regarding the same subject matter.

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(c) Modification. Except for increases in compensation made as provided in section 3(a), this Agreement shall not be amended, modified, supplemented or terminated except in writing signed by both parties. No action taken by the Company hereunder, including without limitation any waiver, consent or approval, shall be effective unless recommended by the CEO and approved by the Board.

(d) Termination of Prior Employment Agreements. All prior employment agreements between Executive and the Company and/or any of its affiliates (and any of their predecessors) are hereby terminated as of the Effective Date.

(e) Assignability and Binding Effect. This Agreement (including the covenants set forth in Section 6) shall inure to the benefit of and shall be binding upon the Company and its successors (including successors to all or substantially all of the Company's assets) and permitted assigns and upon Executive and Executive's heirs, executors, legal representatives, successors and permitted assigns. This Agreement, including but not limited to the covenants contained in Section 6 above, may be assigned or otherwise transferred by the Company to any of its successors (including successors to all or substantially all of the Company's assets), subsidiaries or other affiliates and by such transferees to its subsidiaries or other affiliates, provided that, in any assignment or transfer the assignee or transferee agrees to be bound by the terms and conditions hereof. Upon assignment or transfer, the "Company" herein shall mean the buyer, assignee or transferee of this Agreement. This Agreement may not, however, be assigned by Executive to a third party, nor may Executive delegate his/her duties under this Agreement.

(f) Severability. If any provision of this Agreement is construed to be invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original hereof, and it shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart hereof.

(h) Section Headings. Section and subsection headings in this Agreement are inserted for convenience of reference only, and shall neither constitute a part of this Agreement nor affect its construction, interpretation, meaning or effect.

(i) References. All words used in this Agreement shall be construed to be of such number and gender as the context requires or penults.

(j) Governing Law and Venue. This Agreement is made under, and shall be governed by, construed and enforced in accordance with, the substantive laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed entirely therein. The parties consent to the authority and exclusive jurisdiction of the Court of Common Pleas for Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania

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for purposes of any dispute related to this Agreement.

(k) Approval and Authorizations. The execution and the implementation of the terms and conditions of this Agreement have been fully authorized by the Board of Managers of the Company upon the recommendation of the CEO.

(l) Indulgences, Etc. Neither the failure nor delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall the single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(m) Attorney’s Fees . In the event that Executive institutes any legal action to enforce Executive’s rights under, or to recover damages for breach of this Agreement, Executive, if Executive is the prevailing party, shall be entitled to recover from the Company any reasonable expenses for attorney’s fees and disbursements incurred by Executive.

(n) Code Section 409A. This Agreement is intended to comply with Code Section 409A and Treasury Regulations thereunder (“409A”) and shall be administered and interpreted accordingly, including, without limitation, interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments. Notwithstanding any other Section of this Agreement, any reimbursements hereunder (other than tax gross-up payments) shall be made by the end of the calendar year following the calendar year in which the related expense is incurred (or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any expense reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding any other Section of this Agreement, reimbursement of expenses incurred due to a tax audit or litigation and any tax-gross up payment shall be made by the end of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority, or where no taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement.) In the event Executive is a specified employee of a public company on the Date of Termination then, to the extent required by 409A , payments hereunder shall be made or commence, as applicable, on the first day of the month following the six-month anniversary of the Date of Termination, with amounts that would have been paid during such six-month delay included in the first payment. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under 409A, if any payments are due under Section 5(c) with respect to a termination of employment which occurred during 2015, such payments shall be made under payment timing rules provided for substantially similar payments under the Current Employment Agreement.

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(o) Indemnification. (i) The Company shall maintain in effect, during the Term and for a period of at least six (6) years following the Term, directors’ and officers’ liability insurance and fiduciary liability insurance covering Executive and his Legal Representatives (as defined below), with benefits and levels of coverage at least as favorable as that provided under the Company’s policies as of immediately following the Closing. Such insurance shall be obtained from an insurance carrier with the same or better credit rating as the Company’s insurance carrier, with respect to such policies, as of immediately following the Closing. The Company shall indemnify Executive and Executive’s beneficiaries and successors (the “Legal Representatives”) to the fullest extent permitted by applicable law against all costs, charges, damages, amounts paid in settlement or expenses (including reasonable attorneys’ fees) whatsoever incurred or sustained by Executive or Executive’s Legal Representatives in connection with any threatened, pending or completed action, suit or proceeding to which Executive or Executive’s Legal Representatives may be made a party as a result of the entering into of this Agreement or the performance of services hereunder. This indemnification provision is in addition to, and is not in substitution for, any other indemnification rights that Executive might have under any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive; provided, however, that any indemnity payments made pursuant to this Section (o) shall not be duplicative of payments made pursuant to any insurance policy, the Company’s governance documents, or any other plan, policy or agreement which provides indemnification rights for Executive.

(ii) Notice of Claim. Executive shall give to the Company notice of any claim made against him / her for which indemnification will or could be sought under this Section (o). In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executive’s power, at such times and places as are convenient for Executive.

(iii) Defense of Claim. With respect to any claim under this Section (o) as to which Executive notifies the Company of the commencement thereof:

(A) The Company will be entitled to participate therein at its own expense; and

(B) To the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of any member of the Company Group.

(C) The Company shall not be liable to indemnify Executive under this Section (o) for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner without Executive’s written consent, which (i) would impose any penalty or limitation on Executive, or (ii) does not deny all liability and wrongdoing by Executive.. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

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(iv) Timing of Payment. The Company shall pay all costs and expenses (including reasonable attorneys’ fees) incurred by Executive or Executive’s Legal Representatives in connection with the investigation, defense, settlement or appeal of any action, suit or proceeding within thirty days of presentation to the Company of an itemized statement of such costs and expenses. The Company shall pay any damages or settlement amounts to the claiming party when such amounts are due and owing under any court order or settlement document. If the Company does not pay any amounts on a timely basis, Executive or his Legal Representatives may bring a claim for payment against the Company and the Company shall pay Executive’s or his Legal Representative’s costs and expenses (including reasonable attorneys’ fees) in connection with such claim.

(v) Survival. Notwithstanding anything contained herein to the contrary, the provisions of this Section (o) shall survive the termination of this Agreement.

[Signature Page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above mentioned, under seal, intending to be legally bound hereby.

Genesis Administrative Services, LLC

By: /s/ George V. Hager, Jr.

Name: George V. Hager, Jr.

Title: Chief Executive Officer

EXECUTIVE:

/s/ Michael S. Sherman

Michael S. Sherman

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

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FORM OF RELEASE AGREEMENT

This Release Agreement ("Release") is entered into as of this __ day of ___________, ___, hereinafter "Execution Date", by and between Michael S. Sherman (hereinafter "Employee"), and Genesis Administrative Services, LLC and its successors and assigns (hereinafter, the Company"). The Employee and the Company are sometimes collectively referred to as the "Parties".

The Employee's employment with the Company is terminated effective the __ day of __________, ____, (hereinafter "Termination Date"). The Parties have agreed to avoid and resolve any alleged existing or potential disagreements between them arising out of or connected with the Employee's employment with the Company including the termination thereof. The Company expressly disclaims any wrongdoing or any liability to the Employee.

The Company agrees to provide the Employee the severance benefits provided for in his/her Employment Agreement with the Company, after he/she executes this Release and the Release becomes effective pursuant to its terms.

Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his/her employment with, or resignation from, the Company, provided, however, that nothing contained in this Section 3 shall prohibit Employee from bringing a claim to challenge the validity of the ADEA Release in Section 9 herein. Employee acknowledges that he / she has been paid all salary, bonuses, and other compensation and reimbursable expenses due him / her from the Company. Employee further represents that he / she has advised the Company's General Counsel or Compliance Officer of any potential violation of law, regulation, contractual obligation or Company policy, by the Company or any entity acting for the Company, of which he / she is aware. In consideration of the benefits described in Section 2, for Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns (collectively, "Releasers"), Employee agrees to release the Company, its subsidiaries, affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them (collectively, the "Released Parties"), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his/her Releasers now have or have ever had against the Released Parties, whether known or unknown, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Employee may have under the Americans with Disabilities

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Act, Title VII of the Civil Rights Act of 1964 as amended, the discrimination or other employment laws of the Commonwealth of Pennsylvania; any claims brought under any federal or state statute or regulation for non-payment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that (a) post-date the Termination Date, (b) relate to any unemployment compensation claim Employee may have, (c) involve rights to receive vested benefits to which Employee is entitled as of the Termination Date under any qualified or nonqualified employee benefit plans and arrangements of the Company, or (d) relate to claims for indemnification as provided under applicable law, any applicable insurance policies, e.g., directors and officers insurance, the Articles of Incorporation or By-Laws of the Company or any affiliate of the Company, or any applicable policy statements or indemnification agreements by or with the Company or any affiliate of the Company.

The Company, on its own behalf and on behalf of the Released Parties, hereby releases Employee from all claims, causes of actions, demands or liabilities which arose against the Employee on or before the time it signs this Agreement. This release covers any claims, whether the facts or circumstances giving rise to them are currently known or unknown. This Paragraph, however, does not apply to or adversely affect any claims against Employee which allege or involve the following: (i) a failure to deal fairly with the Company or its shareholders in connection with a matter in which Employee has a conflict of interest; (ii) a violation of criminal law, unless Employee has reasonable cause to believe that his/her conduct was lawful; or (iii) willful misconduct or gross negligence by Employee; or (iv) post-termination obligations owed by him/her to the Company under the Employment Agreement date February 2, 2015 between the Company and the Employee. The Company will indemnify Employee for reasonable attorneys' fees, costs and damages which may arise in connection with any proceeding by the Company or any Released Party which is inconsistent with this Release by the Company and the Released Parties.

Employee agrees to keep the fact that this Release exists and the terms of this Release in strict confidence except to his/her immediate family and his/her financial and legal advisors on a need-to-know basis, except as required by law.

Employee agrees not to make any derogatory statement with regard to the performance, character, or reputation of the Company, its personnel or employees, officers, owners, or attorneys and any and all related entities, or assert that any current or former employee, agent, director or officer of same has acted improperly or unlawfully with respect to Employee. Employee acknowledges that during his/her employment with Employer he/she was one of Employer’s highest level executives. Employee further acknowledges that he/she participated in and was privy to attorney-client communications and other privileged matters. In addition to his/her post-termination non-disclosure obligations, Employee further agrees that he/she will also keep all such communications and matters confidential. Employee agrees that he/she will not provide information or testimony about any information he/she gained through his/her employment with Employer unless requested by Employer or unless Employee receives an enforceable subpoena compelling his/her

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testimony. Employee agrees to promptly notify Company of the receipt of any such subpoena. Employee also agrees not to communicate in any manner with the press (including, without limitation, internet, television, radio, magazine, and newspaper) without the express written consent of the Company, regarding the Company and its business activities.

Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Pennsylvania, without regard to principles of conflicts of law. Employee consents to venue and personal jurisdiction in the State of Pennsylvania for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

In further recognition of the above, Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he/she may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), and the applicable rules and regulations promulgated thereunder. The Employee acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Employee specifically agrees and acknowledges that: (A) the release in this Section 9 was granted in exchange for the receipt of consideration that exceeds the amount to which he/she would otherwise be entitled to receive upon termination of his/her employment; (B) his/her waiver of rights under this Release is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B) that he/she has read and understands the terms of this Release; (C) he/she has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him/her a period of up to twenty-one (21) days within which to consider this Release, which period shall be waived by the Employee's voluntary execution prior to the expiration of the twenty-one day period; and (E) following his/her execution of this Release he/she has seven (7) days in which to revoke his/her release as set forth in this Section 9 only and that, if he/she chooses not to so revoke, the Release in this Section 9 shall then become effective and enforceable and the payment listed above shall then be made to his/her in accordance with the terms of this Release. To cancel this Release, Employee understands that he/she must give a written revocation to the General Counsel of the Company, either by hand delivery or

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certified mail within the seven-day period. If he/she rescinds the Release, it will not become effective or enforceable and he/she will not be entitled to any benefits from the Company.

10.

EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

11.

In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

ACCEPTED AND AGREED TO:

__________________________ ________________________

Genesis Administrative Services, LLC Michael S. Sherman

Dated: _______________________ Dated:________________________

202021

Exhibit 10.3

AMENDMENT NO. 5 TO LOAN AGREEMENT

This Amendment No. 5 to Loan Agreement (this “ Agreement ”), dated as of March 13, 2019, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Ultimate Paren t ”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “ Borrower ”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“ Parent ”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“ Holdings ”, and together with Ultimate Parent, Borrower and Parent, “ Amendment Parties ”), each of the Lenders (as defined below) party hereto and WELLTOWER INC., as Administrative Agent (in such capacity, and together with its successors and permitted assigns, “ Administrative Agent ”).

WHEREAS , Amendment Parties, Administrative Agent, Collateral Agent and the financial institutions from time to time party thereto as lenders (the “ Lenders ”) are parties to that certain Term Loan Agreement, dated as of July 29, 2016, as amended by that certain Amendment No. 1 to Loan Agreement, dated as of December 22, 2016, as amended by that certain Amendment No. 2 and Waiver to Loan Agreement, dated as of May 5, 2017, as amended by that certain Amendment No. 3 to Loan Agreement, dated as of August 8, 2017, and as amended and restated by that certain Amendment No. 4 to Loan Agreement, dated as of March 6, 2018 (as it may have been further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to this Agreement, the “ Existing Loan Agreement ” and as amended hereby and as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which Administrative Agent, Collateral Agent and the Lenders have agreed, among other things, to provide to Borrower certain loans and other financial accommodations in accordance with the terms and conditions set forth therein;

WHEREAS , Amendment Parties and the Loan Parties have requested that Administrative Agent and the Lenders agree to amend the Existing Loan Agreement to reflect, among other things, certain revisions to the financial covenants contained therein; and

WHEREAS , Administrative Agent and the Lenders constituting at least Required Lenders are willing to agree to Amendment Parties’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE , Amendment Parties, Administrative Agent and the Lenders constituting at least Required Lenders each hereby agrees as follows:

1. Recitals; Definitions . The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used herein (including, without limitation, in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Loan Agreement and the rules of interpretation set forth in Section 1.2 thereof are incorporated herein mutatis mutandis .

2. Amendments to the Existing Loan Agreement . Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 3 below:

(a) The following defined term set forth in Section 1.1 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

““ Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated

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income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization; plus (iv) the amount of any non-cash charges (other than those related to bad debts), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Closing Date, any restructuring charges and any other non-recurring loss not to exceed $20,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Disposition, incurrence of (or amendments or modifications to) Indebtedness (including the Fourth Amendment), issuance of Capital Stock or entry into new (or amendments or modifications to) Material Master Leases, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed); provided that the costs, fees and expenses added pursuant to clause (vi) and this clause (vii), in the aggregate, shall not exceed 20% of Consolidated EBITDA in any period, plus (viii) the amount of cost savings and acquisition synergies projected by Ultimate Parent in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Disposition or restructuring of the business by the Parent Companies, the Borrower or any Restricted Subsidiary, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (viii) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions; and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (ix) [reserved], plus (x) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 7.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any fiscal year, plus (xi) solely in connection with calculating the Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio and Interest Coverage Ratio for any periods, the Customer Charge, minus (xii) the amount of any cash or non-cash unusual or extraordinary gains that are in excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person, business or other property acquired by Ultimate Parent or any of the Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, transferred or otherwise Disposed of by Ultimate Parent or such Restricted Subsidiary during such period (each such Person or business acquired and not subsequently so Disposed of, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property,

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business transferred or otherwise Disposed of, closed or classified as discontinued operations as classified under GAAP by Ultimate Parent or any of the Restricted Subsidiaries during such period (each such Person, property, business so sold or Disposed of, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or Disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Consolidated EBITDA of any newly constructed healthcare facilities for the twelve month period following receipt of a certificate of occupancy for such properties, in an aggregate amount not exceeding $5,000,000 in any four fiscal quarter period.”

(b) Section 7.13 of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:

“7.13 Minimum Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be less than the ratio set forth opposite such period below:

Period	Ratio
January 1, 2015 through March 31, 2015	2.00 to 1.00
April 1, 2015 through June 30, 2015	2.00 to 1.00
July 1, 2015 through September 30, 2015	2.00 to 1.00
October 1, 2015 through March 31, 2016	2.25 to 1.00
April 1, 2016 through December 31, 2016	1.25 to 1.00
January 1, 2017 through December 31, 2017	1.10 to 1.00
January 1, 2018 through June 30, 2018	1.00 to 1.00
July 1, 2018 through December 31, 2018	1.05 to 1.00
January 1, 2019 through December 31, 2020	1.07 to 1.00
January 1, 2021 and thereafter	1.15 to 1.00

“7.15 Minimum Interest Coverage Ratio . Permit the Interest Coverage Ratio as of the last day of each fiscal quarter ending during a period set forth below to be less than the ratio set forth opposite such period below:

Period	Amount
January 1, 2015 through March 31, 2015	3.25:1.00
April 1, 2015 through June 30, 2015	3.25:1.00
July 1, 2015 through March 31, 2016	3.50:1.00
April 1, 2016 through December 31, 2016	2.00:1.00
January 1, 2017 through December 31, 2017	1.80:1.00
January 1, 2018 through December 31, 2020	1.70:1.00

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Period

Amount

January 1, 2021 and thereafter

1.80:1.00

3. Conditions . The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent:

(a) Administrative Agent shall have received a fully executed copy of this Agreement;

(a) no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Loan Agreement or any other Loan Document; and

(a) Loan Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request.

4. Reaffirmation of Loan Documents . By executing and delivering this Agreement, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Agreement shall be a “Loan Document” under the Loan Agreement and (iii) hereby expressly agrees that the Loan Agreement, the Notes and each other Loan Document shall remain in full force and effect.

5. Reaffirmation of Grant of Security Interest in Collateral . Each Loan Party hereby expressly reaffirms, ratifies and confirms its obligations under the Guarantee and Collateral Agreement, including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties, of the Lien on and security interest in, all of its right, title and interest in, all of the Collateral.

6. Confirmation of Representations and Warranties; Liens; No Default . Each Loan Party hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Liens expressly permitted pursuant to Section 7.2 of the Loan Agreement, and (iv) the agreements and obligations of Borrower and each other Loan Party contained in the Loan Documents and in this Agreement constitute the legal, valid and binding obligations of Borrower and each other Loan Party, enforceable against Borrower and each other Loan Party in accordance with their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance, or other similar laws affecting creditors’ rights generally.

7. No Other Amendments . Except as expressly set forth in this Agreement, the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Agreement shall be limited precisely and expressly as drafted and shall not be construed as consent to the

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amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Loan Agreement or any other Loan Document.

8. Costs and Expenses . The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Agreement shall be governed by Section 10.5 of the Loan Agreement.

9. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY PROVISIONS IN SECTIONS 10.12 AND 10.17 OF THE LOAN AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE.

10. Successors/Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11. Headings . Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

12. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and Administrative Agent.

13. Release of Claims . In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Agreement, each Loan Party hereby releases and discharges each Lender and Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “ Released Person ”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Loan Agreement or any other Loan Document on or prior to the date hereof.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF , each of the undersigned has executed this Agreement or has caused the same to be executed by its duly authorized representatives as of the date first above written.

GENESIS HEALTHCARE, INC. ,
as Ultimate Parent

By: /s/ Michael Berg_____________
Name: Michael Berg
Title: Assistant Secretary

FC-GEN OPERATIONS INVESTMENT, LLC,

as Borrower

By: /s/ Michael Berg_____________
Name: Michael Berg
Title: Assistant Secretary

GEN OPERATIONS I, LLC,

as Parent

By: /s/ Michael Berg_____________
Name: Michael Berg
Title: Assistant Secretary

GEN OPERATIONS II, LLC ,
as Holdings

By: /s/ Michael Berg_____________
Name: Michael Berg
Title: Assistant Secretary

EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO :

By: FC-GEN OPERATIONS INVESTMENT, LLC ,

its authorized agent

By: /s/ Michael Berg_____________
Name: Michael Berg
Title: Assistant Secretary

WELLTOWER INC. ,
as Administrative Agent

By: /s/ Matthew McQueen
Name: Matthew McQueen
Title: Authorized Signatory

HCRI TUCSON PROPERTIES, INC.,
as Lender

By: /s/ Matthew McQueen
Name: Matthew McQueen
Title: Authorized Signatory

OHI MEZZ LENDER LLC,

as Lender

By: /s/ Megan M. Ames
Name: Megan M. Ames
Title: Senior Vice President - Operations

ANNEX I

1 EMERSON DRIVE NORTH OPERATIONS LLC

1 EMERSON DRIVE SOUTH OPERATIONS LLC

1 MAGNOLIA DRIVE OPERATIONS LLC

10 WOODLAND DRIVE OPERATIONS LLC

100 CHAMBERS STREET OPERATIONS LLC

100 EDELLA ROAD OPERATIONS LLC

100 ST. CLAIRE DRIVE OPERATIONS LLC

1000 ASSOCIATION DRIVE OPERATIONS LLC

1000 LINCOLN DRIVE OPERATIONS LLC

1000 ORWIGSBURG MANOR DRIVE OPERATIONS LLC

1000 SCHUYLKILL MANOR ROAD OPERATIONS LLC

101 13TH STREET OPERATIONS LLC

101 MILLS PLACE OPERATIONS LLC

1020 SOUTH MAIN STREET OPERATIONS LLC

1080 SILVER LAKE BOULEVARD OPERATIONS LLC

1104 WELSH ROAD OPERATIONS LLC

1113 NORTH EASTON ROAD OPERATIONS LLC

1145 POQUONNOCK ROAD OPERATIONS LLC

115 EAST MELROSE AVENUE OPERATIONS LLC

115 SUNSET ROAD OPERATIONS LLC

1165 EASTON AVENUE OPERATIONS LLC

1165 EASTON AVENUE PROPERTY, LLC

120 MURRAY STREET OPERATIONS LLC

120 MURRAY STREET PROPERTY LLC

1201 RURAL AVENUE OPERATIONS LLC

12-15 SADDLE RIVER ROAD OPERATIONS LLC

1240 PINEBROOK ROAD, LLC

1245 CHURCH ROAD OPERATIONS LLC

1248 HOSPITAL DRIVE OPERATIONS LLC

1248 HOSPITAL DRIVE PROPERTY LLC

125 HOLLY ROAD OPERATIONS LLC

128 EAST STATE STREET ASSOCIATES, LLC

1350 E. LOOKOUT DRIVE OPERATIONS LLC

1351 OLD FREEHOLD ROAD OPERATIONS LLC

1361 ROUTE 72 WEST OPERATIONS LLC

140 PRESCOTT STREET OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE OPERATIONS LLC

1420 SOUTH BLACK HORSE PIKE PROPERTY, LLC

144 MAGNOLIA DRIVE OPERATIONS LLC

1501 SE 24TH ROAD, LLC

1515 LAMBERTS MILL ROAD OPERATIONS LLC

1526 LOMBARD STREET SNF OPERATIONS LLC

1539 COUNTRY CLUB ROAD OPERATIONS LLC

1543 COUNTRY CLUB ROAD MANOR OPERATIONS LLC

15810 SOUTH 42ND STREET OPERATIONS LLC

16 FUSTING AVENUE OPERATIONS LLC

161 BAKERS RIDGE ROAD OPERATIONS LLC

1631 RITTER DRIVE OPERATIONS LLC

1650 GALISTEO STREET OPERATIONS LLC

1680 SPRING CREEK ROAD OPERATIONS LLC

1700 PINE STREET OPERATIONS LLC

1700 WYNWOOD DRIVE OPERATIONS LLC

1718 SPRING CREEK ROAD OPERATIONS LLC

1775 HUNTINGTON LANE, LLC

1801 TURNPIKE STREET OPERATIONS LLC

1801 WENTWORTH ROAD OPERATIONS LLC

184 BETHLEHEM PIKE OPERATIONS LLC

191 HACKETT HILL ROAD OPERATIONS LLC

1980 SUNSET POINT ROAD, LLC

2 DEER PARK DRIVE OPERATIONS LLC

20 SUMMIT STREET OPERATIONS LLC

200 MARTER AVENUE OPERATIONS LLC

200 REYNOLDS AVENUE OPERATIONS LLC

200 SOUTH RITCHIE AVENUE OPERATIONS LLC

201 NEW ROAD OPERATIONS LLC

201 WOOD STREET OPERATIONS LLC

2015 EAST WEST HIGHWAY OPERATIONS LLC

2015 EAST WEST HIGHWAY PROPERTY, LLC

205 ARMSTRONG AVENUE OPERATIONS LLC

2101 FAIRLAND ROAD OPERATIONS LLC

215 WEST BROWN ROAD OPERATIONS LLC

22 SOUTH STREET OPERATIONS LLC

22 TUCK ROAD OPERATIONS LLC

2240 WHITE HORSE MERCERVILLE ROAD OPERATIONS LLC

225 EVERGREEN ROAD OPERATIONS LLC

227 EVERGREEN ROAD OPERATIONS LLC

227 PLEASANT STREET OPERATIONS LLC

23 FAIR STREET OPERATIONS LLC

23 FAIR STREET PROPERTY, LLC

2305 RANCOCAS ROAD OPERATIONS LLC

239 PLEASANT STREET OPERATIONS LLC

24 TRUCKHOUSE ROAD OPERATIONS LLC

25 EAST LINDSLEY ROAD OPERATIONS LLC

2507 CHESTNUT STREET OPERATIONS LLC

255 WEST BROWN ROAD OPERATIONS LLC

2600 HIGHLANDS BOULEVARD, NORTH, LLC

2601 EVESHAM ROAD OPERATIONS LLC

261 TERHUNE DRIVE OPERATIONS LLC

261 TERHUNE DRIVE PROPERTY, LLC

262 TOLL GATE ROAD OPERATIONS LLC

2720 CHARLES TOWN ROAD OPERATIONS LLC

279 CABOT STREET OPERATIONS LLC

279 CABOT STREET PROPERTY LLC

290 HANOVER STREET OPERATIONS LLC

290 RED SCHOOL LANE OPERATIONS LLC

2900 TWELFTH STREET NORTH, LLC

292 APPLEGARTH ROAD OPERATIONS LLC

3 PARK DRIVE OPERATIONS LLC

30 PRINCETON BOULEVARD OPERATIONS LLC

30 WEST AVENUE OPERATIONS LLC

300 COURTRIGHT STREET OPERATIONS LLC

300 PEARL STREET OPERATIONS LLC

300 PEARL STREET PROPERTY LLC

3000 BALFOUR CIRCLE OPERATIONS LLC

3001 EVESHAM ROAD OPERATIONS LLC

315 UPPER RIVERDALE ROAD LLC

32 HOSPITAL HILL ROAD OPERATIONS LLC

3227 BEL PRE ROAD OPERATIONS LLC

329 EXEMPLA CIRCLE OPERATIONS LLC

330 FRANKLIN TURNPIKE OPERATIONS LLC

333 GRAND AVENUE OPERATIONS LLC

333 GREEN END AVENUE OPERATIONS LLC

336 SOUTH WEST END AVENUE OPERATIONS LLC

3485 DAVISVILLE ROAD OPERATIONS LLC

35 MARC DRIVE OPERATIONS LLC

35 MILKSHAKE LANE OPERATIONS LLC

350 HAWS LANE OPERATIONS LLC

3514 FOWLER AVENUE OPERATIONS LLC

3720 CHURCH ROCK STREET OPERATIONS LLC

3809 BAYSHORE ROAD OPERATIONS LLC

3865 TAMPA ROAD, LLC

390 RED SCHOOL LANE OPERATIONS LLC

4 HAZEL AVENUE OPERATIONS LLC

40 PARKHURST ROAD OPERATIONS LLC

400 29TH STREET NORTHEAST OPERATIONS LLC

400 29TH STREET NORTHEAST PROPERTY LLC

400 GROTON ROAD OPERATIONS LLC

4140 OLD WASHINGTON HIGHWAY OPERATIONS LLC

419 HARDING STREET OPERATIONS LLC

422 23RD STREET OPERATIONS LLC

44 KEYSTONE DRIVE OPERATIONS LLC

440 NORTH RIVER STREET OPERATIONS LLC

450 EAST PHILADELPHIA AVENUE OPERATIONS LLC

455 BRAYTON AVENUE OPERATIONS LLC

4602 NORTHGATE COURT, LLC

462 MAIN STREET OPERATIONS LLC

464 MAIN STREET OPERATIONS LLC

475 JACK MARTIN BOULEVARD OPERATIONS LLC

4755 SOUTH 48TH STREET OPERATIONS LLC

4755 SOUTH 48TH STREET PROPERTY LLC

4901 NORTH MAIN STREET OPERATIONS LLC

4927 VOORHEES ROAD, LLC

50 MULBERRY TREE STREET OPERATIONS LLC

500 EAST PHILADELPHIA AVENUE OPERATIONS LLC

5101 NORTH PARK DRIVE OPERATIONS LLC

515 BRIGHTFIELD ROAD OPERATIONS LLC

525 GLENBURN AVENUE OPERATIONS LLC

530 MACOBY STREET OPERATIONS LLC

536 RIDGE ROAD OPERATIONS LLC

54 SHARP STREET OPERATIONS LLC

5485 PERKIOMEN AVENUE OPERATIONS LLC

549 BALTIMORE PIKE OPERATIONS LLC

55 COOPER STREET OPERATIONS LLC

55 KONDRACKI LANE OPERATIONS LLC

55 KONDRACKI LANE PROPERTY, LLC

5501 PERKIOMEN AVENUE OPERATIONS LLC

56 HAMILTON AVENUE OPERATIONS LLC

56 WEST FREDERICK STREET OPERATIONS LLC

59 HARRINGTON COURT OPERATIONS LLC

590 NORTH POPLAR FORK ROAD OPERATIONS LLC

600 PAOLI POINTE DRIVE OPERATIONS LLC

6000 BELLONA AVENUE OPERATIONS LLC

61 COOPER STREET OPERATIONS LLC

610 DUTCHMAN'S LANE OPERATIONS LLC

610 TOWNBANK ROAD OPERATIONS LLC

613 HAMMONDS LANE OPERATIONS LLC

625 STATE HIGHWAY 34 OPERATIONS LLC

63 COUNTRY VILLAGE ROAD OPERATIONS LLC

642 METACOM AVENUE OPERATIONS LLC

65 COOPER STREET OPERATIONS LLC

650 EDISON AVENUE OPERATIONS LLC

70 GILL AVENUE OPERATIONS LLC

700 TOLL HOUSE AVENUE OPERATIONS LLC

700 TOWN BANK ROAD OPERATIONS LLC

715 EAST KING STREET OPERATIONS LLC

72 SALMON BROOK DRIVE OPERATIONS LLC

7232 GERMAN HILL ROAD OPERATIONS LLC

735 PUTNAM PIKE OPERATIONS LLC

7395 W. EASTMAN PLACE OPERATIONS LLC

740 OAK HILL ROAD OPERATIONS LLC

740 OAK HILL ROAD PROPERTY LLC

75 HICKLE STREET OPERATIONS LLC

7520 SURRATTS ROAD OPERATIONS LLC

7525 CARROLL AVENUE OPERATIONS LLC

77 MADISON AVENUE OPERATIONS LLC

7700 YORK ROAD OPERATIONS LLC

777 LAFAYETTE ROAD OPERATIONS LLC

78 OPAL STREET LLC

8 ROSE STREET OPERATIONS LLC

800 WEST MINER STREET OPERATIONS LLC

8015 LAWNDALE STREET OPERATIONS LLC

803 HACIENDA LANE OPERATIONS LLC

810 SOUTH BROOM STREET OPERATIONS LLC

8100 WASHINGTON LANE OPERATIONS LLC

825 SUMMIT STREET OPERATIONS LLC

84 COLD HILL ROAD OPERATIONS LLC

840 LEE ROAD OPERATIONS LLC

841 MERRIMACK STREET OPERATIONS LLC

843 WILBUR AVENUE OPERATIONS LLC

845 PADDOCK AVENUE OPERATIONS LLC

850 PAPER MILL ROAD OPERATIONS LLC

867 YORK ROAD OPERATIONS LLC

8710 EMGE ROAD OPERATIONS LLC

8720 EMGE ROAD OPERATIONS LLC

89 MORTON STREET OPERATIONS LLC

899 CECIL AVENUE OPERATIONS LLC

905 PENLLYN PIKE OPERATIONS LLC

91 COUNTRY VILLAGE ROAD OPERATIONS LLC

9101 SECOND AVENUE OPERATIONS LLC

920 SOUTH MAIN STREET OPERATIONS LLC

93 MAIN STREET SNF OPERATIONS LLC

932 BROADWAY OPERATIONS LLC

9701 MEDICAL CENTER DRIVE OPERATIONS LLC

9738 WESTOVER HILLS BOULEVARD OPERATIONS LLC

98 HOSPITALITY DRIVE OPERATIONS LLC

98 HOSPITALITY DRIVE PROPERTY LLC

9940 WEST UNION HILLS DRIVE OPERATIONS LLC

ALEXANDRIA CARE CENTER, LLC

ALTA CARE CENTER, LLC

ANAHEIM TERRACE CARE CENTER, LLC

BAY CREST CARE CENTER, LLC

BELEN MEADOWS HEALTHCARE AND REHABILITATION CENTER, LLC

BELMONT NURSING CENTER, LLC

BRADFORD SQUARE NURSING, LLC

BRIER OAK ON SUNSET, LLC

CAREERSTAFF UNLIMITED, LLC

CLAIRMONT LONGVIEW PROPERTY, LLC

CLAIRMONT LONGVIEW, LLC

CLOVIS HEALTHCARE AND REHABILITATION CENTER, LLC

COLONIAL TYLER CARE CENTER, LLC

COURTYARD JV LLC

CRESTVIEW NURSING, LLC

DIANE DRIVE OPERATIONS LLC

DRACUT JV LLC

ELMCREST CARE CENTER, LLC

FC-GEN HOSPICE HOLDINGS, LLC

FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC

FLATONIA OAK MANOR, LLC

FLORIDA HOLDINGS I, LLC

FLORIDA HOLDINGS II, LLC

FLORIDA HOLDINGS III, LLC

FORT WORTH CENTER OF REHABILITATION, LLC

FORTY SIX NICHOLS STREET OPERATIONS LLC

FORTY SIX NICHOLS STREET PROPERTY LLC

FOUNTAIN CARE CENTER, LLC

FOUNTAIN VIEW SUBACUTE AND NURSING CENTER, LLC

FRANKLIN WOODS JV LLC

GENESIS ADMINISTRATIVE SERVICES LLC

GENESIS BAYVIEW JV HOLDINGS, LLC

GENESIS CO HOLDINGS LLC

GENESIS CT HOLDINGS LLC

GENESIS DE HOLDINGS LLC

GENESIS DYNASTY OPERATIONS LLC

GENESIS ELDERCARE NETWORK SERVICES, LLC

GENESIS ELDERCARE PHYSICIAN SERVICES, LLC

GENESIS ELDERCARE REHABILITATION SERVICES, LLC

GENESIS HEALTH VENTURES OF NEW GARDEN, LLC

GENESIS HEALTHCARE LLC

GENESIS HOLDINGS LLC

GENESIS IP LLC

GENESIS LGO OPERATIONS LLC

GENESIS MA HOLDINGS LLC

GENESIS MD HOLDINGS LLC

GENESIS NH HOLDINGS LLC

GENESIS NJ HOLDINGS LLC

GENESIS OMG OPERATIONS LLC

GENESIS OPERATIONS II LLC

GENESIS OPERATIONS III LLC

GENESIS OPERATIONS IV LLC

GENESIS OPERATIONS LLC

GENESIS OPERATIONS V LLC

GENESIS OPERATIONS VI LLC

GENESIS PA HOLDINGS LLC

GENESIS PARTNERSHIP, LLC

GENESIS PROSTEP, LLC

GENESIS RI HOLDINGS LLC

GENESIS STAFFING SERVICES LLC

GENESIS TX HOLDINGS LLC

GENESIS VA HOLDINGS LLC

GENESIS VT HOLDINGS LLC

GENESIS WV HOLDINGS LLC

GEN-NEXT HOLDCO I, LLC

GHC BURLINGTON WOODS DIALYSIS JV LLC

GHC DIALYSIS JV LLC

GHC HOLDINGS II LLC

GHC HOLDINGS LLC

GHC JV HOLDINGS LLC

GHC MATAWAN DIALYSIS JV LLC

GHC PAYROLL LLC

GHC RANDALLSTOWN DIALYSIS JV LLC

GHC SELECTCARE LLC

GHC TX OPERATIONS LLC

GHC WINDSOR DIALYSIS JV LLC

GRANITE LEDGES JV LLC

GRANT MANOR LLC

GREAT FALLS HEALTH CARE COMPANY, L.L.C.

GRS JV LLC

GUADALUPE SEGUIN PROPERTY, LLC

GUADALUPE VALLEY NURSING CENTER, LLC

HALLETTSVILLE REHABILITATION AND NURSING CENTER, LLC

HALLMARK INVESTMENT GROUP, LLC

HALLMARK REHABILITATION GP, LLC

HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP

HARBORSIDE DANBURY LIMITED PARTNERSHIP

HARBORSIDE HEALTH I LLC

HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP

HARBORSIDE HEALTHCARE, LLC

HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP

HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP

HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP

HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP

HARBORSIDE OF DAYTON LIMITED PARTNERSHIP

HARBORSIDE OF OHIO LIMITED PARTNERSHIP

HARBORSIDE POINT PLACE, LLC

HARBORSIDE REHABILITATION LIMITED PARTNERSHIP

HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP

HARBORSIDE SWANTON, LLC

HARBORSIDE SYLVANIA, LLC

HARBORSIDE TOLEDO BUSINESS LLC

HARBORSIDE TOLEDO LIMITED PARTNERSHIP

HARBORSIDE TROY, LLC

HBR BARDWELL LLC

HBR BARKELY DRIVE, LLC

HBR BOWLING GREEN LLC

HBR BROWNSVILLE, LLC

HBR CAMPBELL LANE, LLC

HBR DANBURY, LLC

HBR ELIZABETHTOWN, LLC

HBR KENTUCKY, LLC

HBR LEWISPORT, LLC

HBR MADISONVILLE, LLC

HBR OWENSBORO, LLC

HBR PADUCAH, LLC

HBR STAMFORD, LLC

HBR TRUMBULL, LLC

HBR WOODBURN, LLC

HC 63 OPERATIONS LLC

HHCI LIMITED PARTNERSHIP

HOSPITALITY LUBBOCK PROPERTY, LLC

HOSPITALITY NURSING AND REHABILITATION CENTER, LLC

HUNTINGTON PLACE LIMITED PARTNERSHIP

KANSAS CITY TRANSITIONAL CARE CENTER, LLC

KENNETT CENTER, L.P.

KHI LLC

KLONDIKE MANOR LLC

LEISURE YEARS NURSING, LLC

LINCOLN HIGHWAY JV LLC

LINCOLN HIGHWAY OPERATIONS LLC

LIVE OAK NURSING CENTER, LLC

MAGNOLIA JV LLC

MARIETTA HEALTHCARE, LLC

MARYLAND HARBORSIDE LLC

MASSACHUSETTS HOLDINGS I, LLC

MONTEBELLO CARE CENTER, LLC

MONUMENT LA GRANGE PROPERTY, LLC

MONUMENT REHABILITATION AND NURSING CENTER, LLC

MS EXTON, LLC

MS EXTON HOLDINGS, LLC

OAKLAND MANOR NURSING CENTER, LLC

ODD LOT LLC

OHIO HOLDINGS I, LLC

OWENTON MANOR NURSING, LLC

PDDTSE LLC

PEAK MEDICAL ASSISTED LIVING, LLC

PEAK MEDICAL COLORADO NO. 2, LLC

PEAK MEDICAL COLORADO NO. 3, LLC

PEAK MEDICAL IDAHO OPERATIONS, LLC

PEAK MEDICAL LAS CRUCES NO. 2, LLC

PEAK MEDICAL LAS CRUCES, LLC

PEAK MEDICAL MONTANA OPERATIONS, LLC

PEAK MEDICAL NEW MEXICO NO. 3, LLC

PEAK MEDICAL OF BOISE, LLC

PEAK MEDICAL OF COLORADO, LLC

PEAK MEDICAL OF IDAHO, LLC

PEAK MEDICAL OF UTAH, LLC

PEAK MEDICAL ROSWELL, LLC

PEAK MEDICAL, LLC

PINE TREE VILLA LLC

PM OXYGEN SERVICES, LLC

PROCARE ONE NURSES, LLC

PROPERTY RESOURCE HOLDINGS, LLC

REGENCY HEALTH SERVICES, LLC

REGENCY NURSING, LLC

RESPIRATORY HEALTH SERVICES LLC

RIO HONDO SUBACUTE AND NURSING CENTER, LLC

RIVERSIDE RETIREMENT LIMITED PARTNERSHIP

ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP

ROUTE 92 OPERATIONS LLC

ROYALWOOD CARE CENTER, LLC

SADDLE SHOP ROAD OPERATIONS LLC

SALISBURY JV LLC

SHARON CARE CENTER, LLC

SHG PARTNERSHIP, LLC

SHG RESOURCES, LLC

SKIES HEALTHCARE AND REHABILITATION CENTER, LLC

SKILES AVENUE AND STERLING DRIVE URBAN RENEWAL OPERATIONS LLC

SKILLED HEALTHCARE, LLC

SOUTHWOOD AUSTIN PROPERTY, LLC

SOUTHWOOD CARE CENTER, LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

ST. ANTHONY HEALTHCARE AND REHABILITATION CENTER, LLC

ST. CATHERINE HEALTHCARE AND REHABILITATION CENTER, LLC

ST. ELIZABETH HEALTHCARE AND REHABILITATION CENTER, LLC

ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC

ST. THERESA HEALTHCARE AND REHABILITATION CENTER, LLC

STATE STREET ASSOCIATES, L.P.

STATE STREET KENNETT SQUARE, LLC

STILLWELL ROAD OPERATIONS LLC

SUMMIT CARE PARENT, LLC

SUMMIT CARE, LLC

SUN HEALTHCARE GROUP, INC.

SUNBRIDGE BECKLEY HEALTH CARE LLC

SUNBRIDGE BRASWELL ENTERPRISES, LLC

SUNBRIDGE BRITTANY REHABILITATION CENTER, LLC

SUNBRIDGE CARE ENTERPRISES WEST, LLC

SUNBRIDGE CARE ENTERPRISES, LLC

SUNBRIDGE CARMICHAEL REHABILITATION CENTER, LLC

SUNBRIDGE CIRCLEVILLE HEALTH CARE LLC

SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, LLC

SUNBRIDGE CLIPPER HOME OF ROCHESTER, LLC

SUNBRIDGE DUNBAR HEALTH CARE LLC

SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC

SUNBRIDGE GLENVILLE HEALTH CARE, LLC

SUNBRIDGE GOODWIN NURSING HOME, LLC

SUNBRIDGE HALLMARK HEALTH SERVICES, LLC

SUNBRIDGE HARBOR VIEW REHABILITATION CENTER, LLC

SUNBRIDGE HEALTHCARE, LLC

SUNBRIDGE MARION HEALTH CARE LLC

SUNBRIDGE MEADOWBROOK REHABILITATION CENTER, LLC

SUNBRIDGE MOUNTAIN CARE MANAGEMENT, LLC

SUNBRIDGE NURSING HOME, LLC

SUNBRIDGE PARADISE REHABILITATION CENTER, LLC

SUNBRIDGE PUTNAM HEALTH CARE LLC

SUNBRIDGE REGENCY-NORTH CAROLINA, LLC

SUNBRIDGE REGENCY-TENNESSEE, LLC

SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC

SUNBRIDGE SALEM HEALTH CARE LLC

SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER LLC

SUNBRIDGE STOCKTON REHABILITATION CENTER, LLC

SUNBRIDGE SUMMERS LANDING, LLC

SUNDANCE REHABILITATION AGENCY, LLC

SUNDANCE REHABILITATION HOLDCO, INC.

SUNDANCE REHABILITATION, LLC

SUNMARK OF NEW MEXICO, LLC

THE CLAIRMONT TYLER, LLC

THE EARLWOOD, LLC

THE HEIGHTS OF SUMMERLIN, LLC

THE REHABILITATION CENTER OF ALBUQUERQUE, LLC

THE REHABILITATION CENTER OF OMAHA, LLC

THREE MILE CURVE OPERATIONS LLC

TOWN AND COUNTRY BOERNE PROPERTY, LLC

TOWN AND COUNTRY MANOR, LLC

VINTAGE PARK AT SAN MARTIN, LLC

WAKEFIELD HEALTHCARE, LLC

WESTFIELD HEALTHCARE, LLC

WOODLAND CARE CENTER, LLC

WOODSPOINT LLC

Exhibit 10.4

AMENDMENT no. 1
TO FOURTH amended and restated CREDIT AGREEMENT

This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is dated as of March 13, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“ Genesis Healthcare ”), GENESIS HEALTHCARE LLC , a Delaware limited liability company (“ Genesis Holdings ”), FC-GEN OPERATIONS INVESTMENT, LLC , a Delaware limited liability company (“ LLC Parent ”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I-A hereto (together with Genesis Healthcare, Genesis Holdings and LLC Parent, collectively, “ Borrowers ”), MIDCAP FUNDING IV TRUST , a Delaware statutory trust, as administrative agent (successor-by-assignment to Healthcare Financial Solutions, LLC (the “ Existing Administrative Agent ”), in such capacity, the “ Administrative Agent ”), and the Lenders party hereto and is made with reference to that certain FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 6, 2018 (as may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), by and among Genesis Healthcare, certain Subsidiaries of Genesis Healthcare from time to time party thereto, the lenders from time to time party thereto (the “ Existing Lenders ”) and the Administrative Agent (successor-by-assignment to the Existing Administrative Agent). Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Fourth Amended and Restated Credit Agreement (as defined below).

RECITALS

WHEREAS , Borrowers have requested, and Administrative Agent and the Lenders have agreed, to amend the Minimum Liquidity financial covenant in the Credit Agreement.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENT TO LOAN DOCUMENTS

1.1 Defined Terms . The following defined term set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and restated to read as follows:

““ Consolidated EBITDA ” means, with respect to any Person, for any measurement period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization, plus (iv) the amount of any non-cash charges (other than those related to bad debts), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Original Closing Date, any restructuring charges and any other non-recurring loss not to exceed $20,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions and the

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Welltower Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness, issuance of Equity Interests or Equity Equivalents or entry into new (or amendments or modifications to) Material Master Leases, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed); provided that the costs, fees and expenses added pursuant to clause (vi) and this clause (vii), in the aggregate, shall not exceed 20% of Consolidated EBITDA in any period, plus (viii) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties or the HUD Sub-Facility Entities, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause shall not exceed 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions and the Welltower Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties or the HUD Sub-Facility Entities, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (ix) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions and the Welltower Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions and the Welltower Transactions and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (x) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, plus (xi) solely in connection with calculating the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and Consolidated Total Leverage Ratio for any periods, the Customer Charge, minus (xii) the amount of any cash or non-cash unusual or extraordinary gains that are in

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excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Original Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person, business or other property acquired by the Borrowers or the HUD Sub-Facility Entities during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, Transferred or otherwise disposed of by the Borrowers or the HUD Sub-Facility Entities during such period (each such Person or business acquired and not subsequently so Transferred, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business Transferred or otherwise disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers or the HUD Sub-Facility Entities during such period (each such Person, property, business so sold or Transferred, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, Transfer or disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any measurement period the Consolidated EBITDA of any newly constructed Facilities for the twelve (12) month period following receipt of a certificate of occupancy for such Facilities, in an aggregate amount not exceeding $5,000,000 in any four consecutive Fiscal Quarters. For purposes of determining the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and the Consolidated Total Leverage Ratio as of and for the periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2107, Consolidated EBITDA for the Fiscal Quarters ended on such dates shall be deemed to be equal to $50,800,000, $56,600,000, $30,500,000 and $23,700,000, respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).

1.2 Minimum Liquidity . Section 5.6 of the Credit Agreement is hereby deleted in its entirety and restated to read as follows:

“ 5.6 Minimum Liquidity . Permit the Liquidity of Ultimate Parent its Subsidiaries (other than Non-Borrower Subsidiaries but including HUD Sub-Facility Entities) on a Consolidated Basis, as of the last day of each calendar month to be less than $65,000,000.”

SECTION II. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent:

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(a) Administrative Agent’s receipt of this fully executed Amendment which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party.

SECTION III. Costs, Fees and Expenses .

Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. If Administrative Agent uses in-house counsel for any of these purposes, Borrowers shall be responsible for reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Administrative Agent for the work performed; provided that, in accordance with Section 11.3 of the Credit Agreement, the rate charged for such work performed by in-house counsel shall not exceed $450.00 per hour, and Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged. All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.

SECTION IV. Confirmation of Representations and Warranties; Liens; No Default.

Each Loan Party that is party hereto hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Permitted Liens, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Amendment constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance, or other similar laws affecting creditors’ rights generally.

SECTION V. REAFFIRMATION OF LOAN DOCUMENTS

(a) By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Documents, each as may be amended hereby, (ii) agrees that this Amendment shall be a “Loan Document” under the Fourth Amended and Restated Credit Agreement and (iii) hereby expressly agrees that the Fourth

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Amended and Restated Credit Agreement and each other Loan Document shall remain in full force and effect as modified by this Amendment.

(b) Without limiting the generality of the foregoing, each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

SECTION VI. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS

As of the date of this Amendment, each Loan Party (a) agrees that, to its knowledge, Administrative Agent and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (b) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (c) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, and each Lender and relating in any way to this Amendment, the Loan Documents or the transactions contemplated hereby or thereby.

SECTION VII. MISCELLANEOUS

7.1 Effect on Other Loan Documents . Except as expressly set forth in this Amendment, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Amendment shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.

7.2 Headings . Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.

7.3 Loan Document . This Amendment shall constitute a “Loan Document” under the terms of the Fourth Amended and Restated Credit Agreement.

7.4 Costs and Expenses . The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Amendment shall be governed by Section 11.3 of the Fourth Amended and Restated Credit Agreement.

7.5 Successors/Assigns . This Amendment shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Loan Documents.

7.6 Applicable Law; Miscellaneous . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW

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OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.13, 11.14 and 11.15 of the Fourth Amended and Restated Credit Agreement are incorporated by reference herein and made a part hereof.

7.7 Counterparts . This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Amendment by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

7.8 Further Assurances . Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by Administrative Agent to effectuate the purposes of this Amendment.

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BORROWERS:	GENESIS HEALTHCARE, INC., a Delaware corporation By: /s/ Michael Berg Name: Michael Berg Title: Assistant Secretary
	FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company By: /s/ Michael Berg Name: Michael Berg Title: Assistant Secretary
	GENESIS HEALTHCARE LLC, a Delaware limited liability company By: /s/ Michael Berg Name: Michael Berg Title: Assistant Secretary
	EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO: By: FC-GEN Operations Investments, LLC, its authorized agent By: /s/ Michael Berg Name: Michael Berg Title: Assistant Secretary

[Signatures Continue on Following Page]

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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ADMINISTRATIVE AGENT:

MIDCAP FUNDING IV TRUST , a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

[Signatures Continue on Following Page]

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:

MIDCAP FUNDING V TRUST , a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem
Maurice Amsellem

Authorized Signatory

MIDCAP FUNDING IV TRUST , a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem
Maurice Amsellem

Authorized Signatory

MIDCAP FUNDING XVI TRUST , a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem
Maurice Amsellem

Authorized Signatory

LENDERS:

MIDCAP FUNDING XXX TRUST , a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem
Maurice Amsellem

Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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MCO 2 LIMITED PARTNERSHIP

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:

APOLLO INVESTMENT CORPORATION

By: Apollo Investment Management, L.P.

Its: Advisor

By: ACC Management GP, LLC
Its” General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Authorized Signatory

Tranquilidade Diversified Income ICAV , an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Tranquilidade Loan Origination Fund

By: Apollo Management International LLP,

Its: Portfolio Manager

By: AMI (Holdings), LLC
Its: Member

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

AMISSIMA DIVERSIFIED INCOME ICAV ,

an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Amissima Loan Origination Fund

By: Apollo Management International LLP

Its: Portfolio Manager

By: AMI (Holdings), LLC

Its: Member

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS :

APOLLO CREDIT FUNDS ICAV , an Umbrella Irish Collective Asset Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Apollo Helius Loan Fund

By: ACF Europe Management, LLC
Its: Portfolio Manager

By: Apollo Capital Management, L.P.

Its: Sole Member

By: Apollo Capital Management GP, LLC
Its: General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

BCSSS INVESTMENTS 2 S.À R.L.

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: _____________________

Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

By: Athene Asset Management, L.P.

Its Investment Adviser

By: AAM GP Ltd.
Its: General Partner

By: /s/ Matthew S. O’Mara

Name: Matthew S. O’Mara

Title: Executive Vice President

MIDLAND NATIONAL LIFE INSURANCE COMPANY

By: Athene Asset Management, L.P.

Its Investment Adviser

By: AAM GP Ltd.
Its: General Partner

By: /s/ Matthew S. O’Mara

Name: Matthew S. O’Mara

Title: Executive Vice President

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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MidCap Financial Services Capital Management,
LLC
Its: Collateral Manager

/s/ John O’Dea
John O’Dea
Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:	WOODMONT 2017-1 TRUST By: MidCap Financial Services Capital Management, LLC Its: Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2017-2 TRUST By: MidCap Financial Services Capital Management, LLC Its: Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2017-3 LP By: MidCap Financial Services Capital Management, LLC Its: Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2018-4 TRUST By: MidCap Financial Services Capital Management, LLC Its: Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:

WOODMONT 2018-5 TRUST

By: MidCap Financial Services Capital Management, LLC
Its: Collateral Manager

By: /s/ John O’Dea

John O’Dea
Authorized Signatory

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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LENDERS:

33RD STREET FUNDING LLC

By: /s/ Gregg Bresner
Gregg Bresner
President and Chief Information Officer

34TH STREET FUNDING LLC

By: /s/ Gregg Bresnaer
Gregg Bresner
President and Chief Information Officer

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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annex i-A

borrowers

Name

1 Emerson Drive North Operations LLC

1 Emerson Drive South Operations LLC

1 Magnolia Drive Operations LLC

10 Woodland Drive Operations LLC

100 Chambers Street Operations LLC

100 Edella Road Operations LLC

100 St. Claire Drive Operations LLC

1000 Association Drive Operations LLC

1000 Lincoln Drive Operations LLC

1000 Orwigsburg Manor Drive Operations LLC

1000 Schuylkill Manor Road Operations LLC

101 13th Street Operations LLC

101 Mills Place Operations LLC

1020 South Main Street Operations LLC

1080 Silver Lake Boulevard Operations LLC

1104 Welsh Road Operations LLC

1113 North Easton Road Operations LLC

1145 Poquonnock Road Operations LLC

115 East Melrose Avenue Operations LLC

115 Sunset Road Operations LLC

1165 Easton Avenue Operations LLC

120 Murray Street Operations LLC

1201 Rural Avenue Operations LLC

12-15 Saddle River Road Operations LLC

1240 Pinebrook Road, LLC

1245 Church Road Operations LLC

1248 Hospital Drive Operations LLC

125 Holly Road Operations LLC

128 East State Street Associates, LLC

1350 E. Lookout Drive Operations LLC

1351 Old Freehold Road Operations LLC

1361 Route 72 West Operations LLC

140 Prescott Street Operations LLC

1420 South Black Horse Pike Operations LLC

144 Magnolia Drive Operations LLC

1501 SE 24th Road, LLC

1515 Lamberts Mill Road Operations LLC

1526 Lombard Street SNF Operations LLC

1539 Country Club Road Operations LLC

1543 Country Club Road Manor Operations LLC

Annex I-A - 1

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Name

15810 South 42 nd Street Operations LLC

16 Fusting Avenue Operations LLC

161 Bakers Ridge Road Operations LLC

1631 Ritter Drive Operations LLC

1650 Galisteo Street Operations LLC

1680 Spring Creek Road Operations LLC

1700 Pine Street Operations LLC

1700 Wynwood Drive Operations LLC

1718 Spring Creek Road Operations LLC

1775 Huntington Lane, LLC

1801 Turnpike Street Operations LLC

1801 Wentworth Road Operations LLC

184 Bethlehem Pike Operations LLC

191 Hackett Hill Road Operations LLC

1980 Sunset Point Road, LLC

2 Deer Park Drive Operations LLC

20 Summit Street Operations LLC

200 Marter Avenue Operations LLC

200 Reynolds Avenue Operations LLC

200 South Ritchie Avenue Operations LLC

201 New Road Operations LLC

201 Wood Street Operations LLC

2015 East West Highway Operations LLC

205 Armstrong Avenue Operations LLC

215 West Brown Road Operations LLC

2101 Fairland Road Operations LLC

22 South Street Operations LLC

22 Tuck Road Operations LLC

2240 White Horse Mercerville Road Operations LLC

225 Evergreen Road Operations LLC

227 Evergreen Road Operations LLC

227 Pleasant Street Operations LLC

23 Fair Street Operations LLC

2305 Rancocas Road Operations LLC

239 Pleasant Street Operations LLC

24 Truckhouse Road Operations LLC

25 East Lindsley Road Operations LLC

255 West Brown Road Operations LLC

2507 Chestnut Street Operations LLC

2600 Highlands Boulevard, North, LLC

2601 Evesham Road Operations LLC

261 Terhune Drive Operations LLC

262 Toll Gate Road Operations LLC

Annex I-A - 2

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Name

2720 Charles Town Road Operations LLC

279 Cabot Street Operations LLC

290 Hanover Street Operations LLC

290 Red School Lane Operations LLC

2900 Twelfth Street North, LLC

292 Applegarth Road Operations LLC

3 Park Drive Operations LLC

30 Princeton Boulevard Operations LLC

30 West Avenue Operations LLC

300 Courtright Street Operations LLC

300 Pearl Street Operations LLC

3000 Balfour Circle Operations LLC

3001 Evesham Road Operations LLC

315 Upper Riverdale Road LLC

32 Hospital Hill Road Operations LLC

3227 Bel Pre Road Operations LLC

329 Exempla Circle Operations LLC

330 Franklin Turnpike Operations LLC

333 Grand Avenue Operations LLC

333 Green End Avenue Operations LLC

336 South West End Avenue Operations LLC

3485 Davisville Road Operations LLC

35 Marc Drive Operations LLC

35 Milkshake Lane Operations LLC

350 Haws Lane Operations LLC

3514 Fowler Avenue Operations LLC

3720 Church Rock Street Operations LLC

3809 Bayshore Road Operations LLC

3865 Tampa Road, LLC

390 Red School Lane Operations LLC

4 Hazel Avenue Operations LLC

40 Parkhurst Road Operations LLC

400 29th Street Northeast Operations LLC

400 Groton Road Operations LLC

419 Harding Street Operations LLC

4140 Old Washington Highway Operations LLC

422 23rd Street Operations LLC

44 Keystone Drive Operations LLC

440 North River Street Operations LLC

450 East Philadelphia Avenue Operations LLC

455 Brayton Avenue Operations LLC

4602 Northgate Court, LLC

462 Main Street Operations LLC

Annex I-A - 3

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Name

464 Main Street Operations LLC

475 Jack Martin Boulevard Operations LLC

4755 South 48th Street Operations LLC

4901 North Main Street Operations LLC

4927 Voorhees Road, LLC

50 Mulberry Tree Street Operations LLC

500 East Philadelphia Avenue Operations LLC

5101 North Park Drive Operations LLC

515 Brightfield Road Operations LLC

525 Glenburn Avenue Operations LLC

530 Macoby Street Operations LLC

536 Ridge Road Operations LLC

54 Sharp Street Operations LLC

5485 Perkiomen Avenue Operations LLC

549 Baltimore Pike Operations LLC

55 Cooper Street Operations LLC

55 Kondracki Lane Operations LLC

5501 Perkiomen Avenue Operations LLC

56 Hamilton Avenue Operations LLC

56 West Frederick Street Operations LLC

59 Harrington Court Operations LLC

590 North Poplar Fork Road Operations LLC

600 Paoli Pointe Drive Operations LLC

6000 Bellona Avenue Operations LLC

61 Cooper Street Operations LLC

610 Dutchman’s Lane Operations LLC

610 Townbank Road Operations LLC

613 Hammonds Lane Operations LLC

625 State Highway 34 Operations LLC

63 Country Village Road Operations LLC

642 Metacom Avenue Operations LLC

65 Cooper Street Operations LLC

650 Edison Avenue Operations LLC

70 Gill Avenue Operations LLC

700 Toll House Avenue Operations LLC

700 Town Bank Road Operations LLC

715 East King Street Operations LLC

72 Salmon Brook Drive Operations LLC

7232 German Hill Road Operations LLC

735 Putnam Pike Operations LLC

7395 W. Eastman Place Operations LLC

740 Oak Hill Road Operations LLC

75 Hickle Street Operations LLC

Annex I-A - 4

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Name

7520 Surratts Road Operations LLC

7525 Carroll Avenue Operations LLC

77 Madison Avenue Operations LLC

7700 York Road Operations LLC

777 Lafayette Road Operations LLC

78 Opal Street LLC

8 Rose Street Operations LLC

800 West Miner Street Operations LLC

803 Hacienda Lane Operations LLC

8015 Lawndale Street Operations LLC

810 South Broom Street Operations LLC

8100 Washington Lane Operations LLC

825 SUMMIT STREET OPERATIONS LLC

84 Cold Hill Road Operations LLC

840 Lee Road Operations LLC

841 Merrimack Street Operations LLC

843 Wilbur Avenue Operations LLC

845 Paddock Avenue Operations LLC

850 Paper Mill Road Operations LLC

867 York Road Operations LLC

8710 Emge Road Operations LLC

8720 Emge Road Operations LLC

89 Morton Street Operations LLC

899 Cecil Avenue Operations LLC

905 Penllyn Pike Operations LLC

91 Country Village Road Operations LLC

9101 Second Avenue Operations LLC

920 South Main Street Operations LLC

93 Main Street SNF Operations LLC

932 Broadway Operations LLC

9701 Medical Center Drive Operations LLC

9738 Westover Hills Boulevard Operations LLC

98 Hospitality Drive Operations LLC

9940 West Union Hills Drive Operations LLC

Alexandria Care Center, LLC

Alta Care Center, LLC

Anaheim Terrace Care Center, LLC

Bay Crest Care Center, LLC

Belen Meadows Healthcare and Rehabilitation Center, LLC

Belmont Nursing Center, LLC

Bradford Square Nursing, LLC

Brier Oak on Sunset, LLC

CareerStaff Unlimited, LLC

Annex I-A - 5

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Name

Clairmont Longview Property , LLC

Clairmont Longview, LLC

Clovis Healthcare and Rehabilitation Center, LLC

Colonial Tyler Care Center, LLC

Courtyard JV LLC

Crestview Nursing, LLC

Diane Drive Operations LLC

Dracut JV LLC

Elmcrest Care Center, LLC

FC-GEN Hospice Holdings, LLC

Five Ninety Six Sheldon Road Operations LLC

Flatonia Oak Manor, LLC

Florida Holdings I, LLC

Florida Holdings II, LLC

Florida Holdings III, LLC

Fort Worth Center of Rehabilitation , LLC

Forty Six Nichols Street Operations LLC

Forty Six Nichols Street Property , LLC

Fountain Care Center, LLC

Fountain View Subacute and Nursing Center, LLC

Franklin Woods JV LLC

Gen-Next Holdco I, LLC

GEN Operations I, LLC

GEN Operations II, LLC

Genesis Administrative Services LLC

Genesis Bayview JV Holdings, LLC

Genesis CO Holdings LLC

Genesis CT Holdings LLC

Genesis DE Holdings LLC

Genesis Dynasty Operations LLC

Genesis Eldercare Network Services, LLC

Genesis ElderCare Physician Services, LLC

Genesis Eldercare Rehabilitation Services, LLC

Genesis Health Ventures of New Garden, LLC

Genesis Holdings LLC

Genesis IP LLC

Genesis LGO Operations LLC

Genesis MA Holdings LLC

Genesis MD Holdings LLC

Genesis NH Holdings LLC

Genesis NJ Holdings LLC

Genesis OMG Operations LLC

Genesis Operations II LLC

Annex I-A - 6

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Name

Genesis Operations III LLC

Genesis Operations IV LLC

Genesis Operations LLC

Genesis Operations V LLC

Genesis Operations VI LLC

Genesis PA Holdings LLC

Genesis Partnership LLC

Genesis ProStep, LLC

Genesis RI Holdings LLC

Genesis Staffing Services LLC

Genesis TX Holdings LLC

Genesis VA Holdings LLC

Genesis VT Holdings LLC

Genesis WV Holdings LLC

GHC Burlington Woods Dialysis JV LLC

GHC Dialysis JV LLC

GHC Holdings II LLC

GHC Holdings LLC

GHC JV Holdings LLC

GHC Matawan Dialysis JV LLC

GHC Payroll LLC

GHC Randallstown Dialysis JV LLC

GHC SelectCare LLC

GHC TX Operations LLC

GHC Windsor Dialysis JV LLC

Granite Ledges JV LLC

Grant Manor LLC

Great Falls Health Care Company, L.L.C.

GRS JV LLC

Guadalupe Seguin Property, LLC

Guadalupe Valley Nursing Center, LLC

Hallettsville Rehabilitation and Nursing Center, LLC

Hallmark Investment Group, LLC

Hallmark Rehabilitation GP, LLC

Harborside Connecticut Limited Partnership

Harborside Danbury Limited Partnership

Harborside Health I LLC

Harborside Healthcare Advisors Limited Partnership

Harborside Healthcare Limited Partnership

Harborside Healthcare, LLC

Harborside Massachusetts Limited Partnership

Harborside New Hampshire Limited Partnership

Harborside North Toledo Limited Partnership

Annex I-A - 7

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Name

Harborside of Cleveland Limited Partnership

Harborside of Dayton Limited Partnership

Harborside of Ohio Limited Partnership

Harborside Point Place, LLC

Harborside Rehabilitation Limited Partnership

Harborside Rhode Island Limited Partnership

Harborside Swanton, LLC

Harborside Sylvania, LLC

Harborside Toledo Business LLC

Harborside Toledo Limited Partnership

Harborside Troy, LLC

HBR Bardwell LLC

HBR Barkely Drive, LLC

HBR Bowling Green LLC

HBR Brownsville, LLC

HBR Campbell Lane, LLC

Hbr Danbury, LLC

HBR Elizabethtown, LLC

HBR Kentucky, LLC

HBR Lewisport, LLC

HBR Madisonville, LLC

HBR Owensboro, LLC

HBR Paducah, LLC

Hbr Stamford, LLC

Hbr Trumbull, LLC

HBR Woodburn, LLC

HC 63 Operations LLC

HHCI Limited Partnership

Hospitality Lubbock Property, LLC

Hospitality Nursing and Rehabilitation Center, LLC

Huntington Place Limited Partnership

Kansas City Transitional Care Center, LLC

Kennett Center, L.P.

KHI LLC

Klondike Manor LLC

Leisure Years Nursing, LLC

Lincoln Highway JV LLC

Lincoln Highway Operations LLC

Live Oak Nursing Center, LLC

Magnolia JV LLC

Marietta Healthcare, LLC

Maryland Harborside, LLC

Massachusetts Holdings I, LLC

Annex I-A - 8

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Name

Montebello Care Center, LLC

Monument La Grange Property , LLC

Monument Rehabilitation and Nursing Center, LLC

MS Exton Holdings, LLC

MS Exton, LLC

Oakland Manor Nursing Center, LLC

Odd Lot LLC

Ohio Holdings I, LLC

Owenton Manor Nursing, LLC

PDDTSE LLC

Peak Medical Assisted Living, LLC

Peak Medical Colorado No. 2, LLC

Peak Medical Colorado No. 3, LLC

Peak Medical Idaho Operations, LLC

Peak Medical Las Cruces No. 2, LLC

Peak Medical Las Cruces, LLC

Peak Medical Montana Operations, LLC

Peak Medical New Mexico No. 3, LLC

Peak Medical of Boise, LLC

Peak Medical of Colorado, LLC

Peak Medical of Idaho, LLC

Peak Medical of Utah, LLC

Peak Medical Roswell, LLC

Peak Medical, LLC

Pine Tree Villa LLC

PM Oxygen Services, LLC

PROCARE ONE NURSES, LLC

Property Resource Holdings, LLC

Regency Health Services, LLC

Regency Nursing, LLC

Respiratory Health Services LLC

Rio Hondo Subacute and Nursing Center, LLC

Riverside Retirement Limited Partnership

Romney Health Care Center Limited Partnership

Route 92 Operations LLC

Royalwood Care Center, LLC

Saddle Shop Road Operations LLC

Salisbury JV LLC

Sharon Care Center, LLC

SHG Partnership, LLC

SHG Resources, LLC

Skies Healthcare and Rehabilitation Center, LLC

Skiles Avenue and Sterling Drive Urban Renewal Operations LLC

Annex I-A - 9

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Name

Skilled Healthcare, LLC

Southwood Austin Property , LLC

Southwood Care Center, LLC

SR-73 AND LAKESIDE AVENUE OPERATIONS LLC

St. Anthony Healthcare and Rehabilitation Center, LLC

St. Catherine Healthcare and Rehabilitation Center, LLC

St. Elizabeth Healthcare and Rehabilitation Center, LLC

St. John Healthcare and Rehabilitation Center, LLC

St. Theresa Healthcare and Rehabilitation Center, LLC

State Street Associates, L.P.

State Street Kennett Square, LLC

Stillwell Road Operations LLC

Summit Care Parent, LLC

Summit Care, LLC

Sun Healthcare Group, Inc.

SunBridge Beckley Health Care LLC

SunBridge Braswell Enterprises, LLC

SunBridge Brittany Rehabilitation Center, LLC

SunBridge Care Enterprises West, LLC

SunBridge Care Enterprises, LLC

SunBridge Carmichael Rehabilitation Center, LLC

SunBridge Circleville Health Care LLC

SunBridge Clipper Home of Portsmouth, LLC

SunBridge Clipper Home of Rochester, LLC

SunBridge Dunbar Health Care LLC

SunBridge Gardendale Health Care Center, LLC

SunBridge Glenville Health Care, LLC

SunBridge Goodwin Nursing Home, LLC

SunBridge Hallmark Health Services, LLC

SunBridge Harbor View Rehabilitation Center, LLC

SunBridge Healthcare, LLC

SunBridge Marion Health Care LLC

SunBridge Meadowbrook Rehabilitation Center, LLC

SunBridge Mountain Care Management, LLC

SunBridge Nursing Home, LLC

SunBridge Paradise Rehabilitation Center, LLC

SunBridge Putnam Health Care LLC

SunBridge Regency - North Carolina, LLC

SunBridge Regency - Tennessee, LLC

SunBridge Retirement Care Associates, LLC

SunBridge Salem Health Care LLC

SunBridge Shandin Hills Rehabilitation Center, LLC

SunBridge Stockton Rehabilitation Center, LLC

Annex I-A - 10

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Name

SunBridge Summers Landing, LLC

SunDance Rehabilitation Agency, LLC

SunDance Rehabilitation Holdco, Inc.

SunDance Rehabilitation, LLC

SunMark of New Mexico, LLC

The Clairmont Tyler, LLC

The Earlwood, LLC

The Heights of Summerlin, LLC

The Rehabilitation Center of Albuquerque, LLC

The Rehabilitation Center of Omaha, LLC

Three Mile Curve Operations LLC

Town and Country Boerne Property , LLC

Town and Country Manor, LLC

Vintage Park At San Martin, LLC

Wakefield Healthcare, LLC

Westfield Healthcare, LLC

Woodland Care Center, LLC

Woodspoint LLC

Annex I-A - 11

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, George V. Hager, Jr., certify that:

(1)

I have reviewed this quarterly report on Form 10-Q of Genesis Healthcare, 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 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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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;

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 purposes in accordance with generally accepted accounting principles;

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

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 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):

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

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.


Date:	May 10, 2019
		/S/ GEORGE V. HAGER, JR.
		George V. Hager, Jr.
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Thomas DiVittorio, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q of Genesis Healthcare, Inc.;

(2)

(3)

(4)

(5)

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.

Ugust 10
Date:	May 10, 2019
		/S/ THOMAS DIVITTORIO
		Thomas DiVittorio
		Chief Financial Officer

Exhibit 32

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “Report”), of Genesis Healthcare, Inc., a Delaware corporation (the “Company”), pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company, hereby certifies, to his knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	May 10, 2019	/S/ GEORGE V. HAGER, JR.
		George V. Hager, Jr.
		Chief Executive Officer

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company, hereby certifies, to his knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	May 10, 2019	/S/ THOMAS DIVITTORIO
		Thomas DiVittorio
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.