KENNETT SQUARE, Pa., Aug. 07, 2018 (GLOBE NEWSWIRE) -- Genesis Healthcare, Inc. (Genesis, or the Company)
(NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the second
quarter ended June 30, 2018.
Second Quarter 2018 Results
- US GAAP revenue in the second quarter of 2018 was $1.27 billion compared to $1.34 billion in the second quarter of
2017;
- US GAAP net loss attributable to Genesis Healthcare, Inc. in the second quarter of 2018 was $39.6 million compared to $65.2
million in the second quarter of 2017; and
- Adjusted EBITDA in the second quarter of 2018 was $131.2 million compared to $137.1 million in the second quarter of
2017.
“I am extremely pleased with our second quarter results as our Adjusted EBITDAR less cash lease payments exceeded Wall Street
estimates and recorded year-over-year growth for the first time since 2015,” noted George V. Hager, Jr., Chief Executive Officer of
Genesis. “Although we continue to face pressure on occupancy and nursing wage inflation, I am encouraged by a number of
favorable trends, including a flattening of skilled patient lengths of stay and greatly improved performance by our Rehabilitation
Therapy segment.”
“These trends, coupled with continued success aggressively managing our cost structure, divesting underperforming and non-core
assets, reducing lease costs and focusing our day-to-day efforts on key operational performance improvement initiatives served to
more than offset lingering headwinds,” continued Hager. “Looking ahead, we are well positioned to build on this momentum as
we head into the second half of 2018.”
“I am also pleased to report that the recent changes to the CMS 5-Star Quality Rating System, meant to better reflect the
quality of care in a facility, resulted in a significant improvement for Genesis. As it relates to overall Staffing, when CMS
made their changes, Genesis’ overall Staffing star rating improved from 2.7 to 3.3 stars; and our overall Quality star rating
improved to more than 4 stars.”
Portfolio Optimization
Genesis has made significant progress with its strategy to exit challenging facilities and certain low density markets in order to
focus on investment and growth in core, strategic markets. During 2018, Genesis has completed or is in the process of divesting or
exiting the operations of 63 facilities as follows:
- During the second quarter, Genesis divested, exited or closed the operations of 18 facilities. Including an additional
facility divested in the first quarter of 2018, Genesis exited the operations on a total of 19 facilities since the start of the
year, with approximate annual net revenue of $194.8 million, Adjusted EBITDA loss of $0.1 million and a pre-tax net loss of $25.2
million. Genesis estimates these transactions resulted in the reduction of approximately $13.8 million of annual cash lease
payments.
- Genesis expects it will continue to exit the operations of challenging facilities and markets in the second half of the
year. Specifically, the Company expects to exit the operations of at least another 20 facilities, in addition to the 24
Texas facilities already announced. In total, these 44 facilities generated approximate annual net revenue of $341.2
million, Adjusted EBITDA of $8.8 million and a pre-tax net loss of $24.8 million. Genesis estimates these transactions will
result in the reduction of an additional $11.4 million of annual cash lease payments.
- In August 2018, Genesis expects to open its 12th PowerBack Rehabilitation location in a brand new state-of-the-art
rehabilitation facility in Exton, PA. PowerBack Rehabilitation offers 100% all short stay rehabilitation so patients can
return home as soon as possible.
Other Updates
Adoption and Impact of Revenue Recognition Accounting Standards
On January 1, 2018, Genesis adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC
606). Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while comparative
information has not been restated and continues to be reported under the accounting standards in effect for those periods.
The impact of applying ASC 606 to the three and six months ended June 30, 2018 was a $22.0 million and $46.8 million implicit price
concession, respectively, directly reducing net revenues, which previously would have been recorded as a provision for losses on
accounts receivable.
If the provisions of ASC 606 were applied on a pro forma basis to the three and six months ended June 30, 2017, reported net
revenue would have been $1,317.3 million and $2,682.9 million, respectively, with no impact to net loss attributed to Genesis
Healthcare, Inc.
Conference Call
Genesis Healthcare, Inc. will hold a conference call at 8:30 a.m. Eastern Time on Wednesday, August 8, 2018. Investors can
access the conference call by calling (855) 849-2198 or live via a listen-only webcast through the Genesis website at http://www.genesishcc.com/investor-relations/, where a replay of the call will also be posted
for one year.
About Genesis Healthcare, Inc.
Genesis Healthcare, Inc. (NYSE: GEN) is a holding company with subsidiaries that, on a combined basis, comprise one of the nation's
largest post-acute care providers with more than 440 skilled nursing facilities and assisted/senior living communities in 30 states
nationwide. Genesis subsidiaries also supply rehabilitation and respiratory therapy to more than 1,600 healthcare providers in 46
states, the District of Columbia and China. References made in this release to "Genesis," "the Company," "we," "us" and "our"
refer to Genesis Healthcare, Inc. and each of its wholly-owned companies. Visit our website at www.genesishcc.com.
Forward-Looking Statements
This release includes “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 Genesis’ expectations and
beliefs regarding its future financial performance, anticipated cost management, anticipated business development, anticipated
financing activities and anticipated demographic and supply-demand trends facing the industry. These forward-looking statements are
based on current expectations and projections about future events, including the assumptions stated in this release, 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 Genesis may differ materially
from that expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to, the following:
• reductions and/or delays in Medicare or Medicaid reimbursement rates, or changes in the rules governing the Medicare or Medicaid
programs could have a material adverse effect on our revenues, financial condition and results of operations;
• reforms to the U.S. healthcare system that have imposed new requirements on us and uncertainties regarding potential material
changes to such reforms;
• revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
• our success being dependent upon retaining key executives and personnel;
• it can be difficult to attract and retain qualified nurses, therapists, healthcare professionals and other key personnel, which,
along with a growing number of minimum wage and compensation related regulations, can increase our costs related to these
employees;
• recently enacted changes in Medicare reimbursements for physician and non-physician services could impact reimbursement for
medical professionals;
• we are subject to extensive and complex laws and government regulations. If we are not operating in compliance with these laws
and regulations or if these laws and regulations change, we could be required to make significant expenditures or change our
operations in order to bring our facilities and operations into compliance;
• our physician services operations are subject to corporate practice of medicine laws and regulations. Our failure to comply with
these laws and regulations could have a material adverse effect on our business and operations;
• we face inspections, reviews, audits and investigations under federal and state government programs, such as the Department of
Justice. These investigations and audits could result in adverse findings that may negatively affect our business, including our
results of operations, liquidity, financial condition, and reputation;
• significant legal actions, which are commonplace in our industry, could subject us to increased operating costs, which could
materially and adversely affect our results of operations, liquidity, financial condition, and reputation;
• insurance coverages, including professional liability coverage, may become increasingly expensive and difficult to obtain for
health care companies, and our self-insurance may expose us to significant losses;
• failure to maintain effective internal control over financial reporting could have an adverse effect on our ability to report on
our financial results on a timely and accurate basis;
• we may be unable to reduce costs to offset decreases in our patient census levels or other expenses timely and completely;
• completed and future acquisitions may consume significant resources, may be unsuccessful and could expose us to unforeseen
liabilities and integration risks;
• we lease a significant number of our facilities and may experience risks relating to lease termination, lease expense escalators,
lease extensions, special charges and leases that are not economically efficient in the current business environment;
• our substantial indebtedness, scheduled maturities and disruptions in the financial markets could affect our ability to obtain
financing or to extend or refinance debt as it matures, which could negatively impact our results of operations, liquidity,
financial condition and the market price of our common stock;
• the holders of a majority of the voting power of Genesis’ common stock have entered into a voting agreement, and the voting
group’s interests may conflict with the interests of other stockholders;
• exposure to the credit and non-payment risk of our contracted customer relationships, including as a result from bankruptcy,
receivership, liquidation, reorganization or insolvency, especially during times of systemic industry pressures, economic
conditions, regulatory uncertainty and tight credit markets, which could result in material losses;
• some of our directors are significant stockholders or representatives of significant stockholders, which may present issues
regarding diversion of corporate opportunities and other potential conflicts; and
• we are a “controlled company” within the meaning of New York Stock Exchange (NYSE) rules and, as a result, qualify for and rely
on exemptions from certain corporate governance requirements.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2017, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and other filings with the U.S. Securities and Exchange Commission, discuss the foregoing risks as well as other
important risks and uncertainties of which investors should be aware. Any forward-looking statements contained herein are made only
as of the date of this release. Genesis disclaims any obligation to update its forward-looking statements or any of the information
contained in this release. Investors are cautioned not to place undue reliance on these forward-looking statements.
Genesis HealthCare Contact:
Investor
Relations
610-925-2000
GENESIS HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
Net revenues |
|
$ |
1,272,360 |
|
|
$ |
1,341,276 |
|
|
$ |
2,573,432 |
|
|
$ |
2,730,408 |
|
Salaries, wages and benefits |
|
|
705,754 |
|
|
|
739,402 |
|
|
|
1,441,524 |
|
|
|
1,563,896 |
|
Other operating expenses |
|
|
370,555 |
|
|
|
396,316 |
|
|
|
754,715 |
|
|
|
762,137 |
|
General and administrative costs |
|
|
39,046 |
|
|
|
41,151 |
|
|
|
78,921 |
|
|
|
86,237 |
|
Lease expense |
|
|
32,111 |
|
|
|
38,234 |
|
|
|
65,182 |
|
|
|
74,334 |
|
Depreciation and amortization expense |
|
|
63,495 |
|
|
|
60,227 |
|
|
|
114,998 |
|
|
|
124,596 |
|
Interest expense |
|
|
117,955 |
|
|
|
124,288 |
|
|
|
232,992 |
|
|
|
249,042 |
|
(Gain) loss on early extinguishment of debt |
|
|
(501 |
) |
|
|
2,301 |
|
|
|
9,785 |
|
|
|
2,301 |
|
Investment income |
|
|
(1,631 |
) |
|
|
(1,392 |
) |
|
|
(2,678 |
) |
|
|
(2,501 |
) |
Other (income) loss |
|
|
(22,220 |
) |
|
|
4,190 |
|
|
|
(22,152 |
) |
|
|
13,224 |
|
Transaction costs |
|
|
3,112 |
|
|
|
3,781 |
|
|
|
15,207 |
|
|
|
6,806 |
|
Customer receivership and other related charges |
|
|
— |
|
|
|
35,566 |
|
|
|
— |
|
|
|
35,566 |
|
Long-lived asset impairments |
|
|
27,257 |
|
|
|
— |
|
|
|
55,617 |
|
|
|
— |
|
Goodwill and identifiable intangible asset impairments |
|
|
1,132 |
|
|
|
— |
|
|
|
1,132 |
|
|
|
— |
|
Equity in net loss (income) of unconsolidated affiliates |
|
|
38 |
|
|
|
(88 |
) |
|
|
258 |
|
|
|
(222 |
) |
Loss before income tax (benefit) expense |
|
|
(63,743 |
) |
|
|
(102,700 |
) |
|
|
(172,069 |
) |
|
|
(185,008 |
) |
Income tax (benefit) expense |
|
|
(886 |
) |
|
|
2,803 |
|
|
|
(539 |
) |
|
|
4,087 |
|
Loss from continuing operations |
|
|
(62,857 |
) |
|
|
(105,503 |
) |
|
|
(171,530 |
) |
|
|
(189,095 |
) |
Loss from discontinued operations, net of taxes |
|
|
— |
|
|
|
(47 |
) |
|
|
— |
|
|
|
(68 |
) |
Net loss |
|
|
(62,857 |
) |
|
|
(105,550 |
) |
|
|
(171,530 |
) |
|
|
(189,163 |
) |
Less net loss attributable to noncontrolling interests |
|
|
23,245 |
|
|
|
40,394 |
|
|
|
63,380 |
|
|
|
73,246 |
|
Net loss attributable to Genesis Healthcare, Inc. |
|
$ |
(39,612 |
) |
|
$ |
(65,156 |
) |
|
$ |
(108,150 |
) |
|
$ |
(115,917 |
) |
Loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding for loss from continuing
operations per share |
|
|
100,596 |
|
|
|
93,273 |
|
|
|
99,430 |
|
|
|
92,581 |
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to Genesis Healthcare,
Inc. |
|
$ |
(0.39 |
) |
|
$ |
(0.70 |
) |
|
$ |
(1.09 |
) |
|
$ |
(1.25 |
) |
Loss from discontinued operations, net of taxes |
|
|
— |
|
|
|
(0.00 |
) |
|
|
- |
|
|
|
(0.00 |
) |
Net loss attributable to Genesis Healthcare, Inc. |
|
$ |
(0.39 |
) |
|
$ |
(0.70 |
) |
|
$ |
(1.09 |
) |
|
$ |
(1.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
GENESIS HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
|
2018 |
|
2017 |
|
Assets: |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and equivalents |
|
$ |
78,932 |
|
|
$ |
54,525 |
|
|
Restricted cash and equivalents |
|
|
6,949 |
|
|
|
4,113 |
|
|
Accounts receivable, net of allowances for doubtful accounts |
|
|
687,970 |
|
|
|
724,138 |
|
|
Other current assets |
|
|
154,716 |
|
|
|
157,131 |
|
|
Total current assets |
|
|
928,567 |
|
|
|
939,907 |
|
|
Property and equipment, net of accumulated depreciation |
|
|
3,017,243 |
|
|
|
3,413,599 |
|
|
Restricted cash and equivalents |
|
|
57,191 |
|
|
|
— |
|
|
Identifiable intangible assets, net of accumulated amortization |
|
|
131,091 |
|
|
|
142,976 |
|
|
Goodwill |
|
|
85,642 |
|
|
|
85,642 |
|
|
Other long-term assets |
|
|
325,083 |
|
|
|
205,741 |
|
|
Total assets |
|
$ |
4,544,817 |
|
|
$ |
4,787,865 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit: |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
453,434 |
|
|
$ |
519,493 |
|
|
Accrued compensation |
|
|
156,773 |
|
|
|
167,368 |
|
|
Other current liabilities |
|
|
210,221 |
|
|
|
212,333 |
|
|
Total current liabilities |
|
|
820,428 |
|
|
|
899,194 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,160,366 |
|
|
|
1,050,337 |
|
|
Capital lease obligations |
|
|
996,059 |
|
|
|
1,025,355 |
|
|
Financing obligations |
|
|
2,744,799 |
|
|
|
2,929,483 |
|
|
Other long-term liabilities |
|
|
670,911 |
|
|
|
563,628 |
|
|
Stockholders' deficit |
|
|
(1,847,746 |
) |
|
|
(1,680,132 |
) |
|
Total liabilities and stockholders' deficit |
|
$ |
4,544,817 |
|
|
$ |
4,787,865 |
|
|
|
|
|
|
|
|
|
|
GENESIS HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
Six months ended
June 30, |
|
|
|
2018 |
|
2017 |
Net cash provided by operating activities (1) |
|
|
$ |
11,469 |
|
|
$ |
69,127 |
|
Net cash (used in) provided by investing activities |
|
|
|
(35,082 |
) |
|
|
43,736 |
|
Net cash provided by (used in) financing activities |
|
|
|
108,047 |
|
|
|
(98,261 |
) |
Net increase in cash, cash equivalents and restricted cash and equivalents |
|
|
|
84,434 |
|
|
|
14,602 |
|
Beginning of period |
|
|
|
58,638 |
|
|
|
63,460 |
|
End of period |
|
|
$ |
143,072 |
|
|
$ |
78,062 |
|
(1) - Net cash provided by operating activities in the six months ended June 30, 2018 and 2017 includes
approximately $15.2 million and $6.8 million, respectively, of cash payments for transaction-related costs.
GENESIS HEALTHCARE, INC.
KEY PERFORMANCE AND VALUATION MEASURES
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended June 30, |
|
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
|
2018 |
|
2017 |
Financial Results (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
1,272,360 |
|
|
$ |
1,341,276 |
|
|
|
$ |
2,573,432 |
|
|
$ |
2,730,408 |
|
EBITDA |
|
|
117,707 |
|
|
|
81,815 |
|
|
|
|
175,921 |
|
|
|
188,630 |
|
Adjusted EBITDAR |
|
|
163,326 |
|
|
|
175,351 |
|
|
|
|
313,943 |
|
|
|
341,041 |
|
Adjusted EBITDA |
|
|
131,215 |
|
|
|
137,117 |
|
|
|
|
248,761 |
|
|
|
266,707 |
|
Net loss attributable to Genesis Healthcare, Inc. |
|
|
(39,612 |
) |
|
|
(65,156 |
) |
|
|
|
(108,150 |
) |
|
|
(115,917 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INPATIENT SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended June 30, |
|
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
|
2018 |
|
2017 |
|
Occupancy Statistics - Inpatient |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available licensed beds in service at end of period |
|
|
52,303 |
|
|
55,247 |
|
|
|
52,303 |
|
|
55,247 |
|
Available operating beds in service at end of period |
|
|
50,182 |
|
|
53,265 |
|
|
|
50,182 |
|
|
53,265 |
|
Available patient days based on licensed beds |
|
|
4,759,573 |
|
|
5,027,477 |
|
|
|
9,466,843 |
|
|
10,004,387 |
|
Available patient days based on operating beds |
|
|
4,567,679 |
|
|
4,849,175 |
|
|
|
9,087,860 |
|
|
9,651,290 |
|
Actual patient days |
|
|
3,840,181 |
|
|
4,102,031 |
|
|
|
7,681,223 |
|
|
8,224,551 |
|
Occupancy percentage - licensed beds |
|
|
80.7 |
% |
|
81.6 |
% |
|
|
81.1 |
% |
|
82.2 |
% |
Occupancy percentage - operating beds |
|
|
84.1 |
% |
|
84.6 |
% |
|
|
84.5 |
% |
|
85.2 |
% |
Skilled mix |
|
|
18.9 |
% |
|
19.7 |
% |
|
|
19.6 |
% |
|
20.3 |
% |
Average daily census |
|
|
42,200 |
|
|
45,077 |
|
|
|
42,438 |
|
|
45,440 |
|
Revenue per patient day (skilled nursing facilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare Part A |
|
$ |
528 |
|
$ |
530 |
|
|
$ |
526 |
|
$ |
527 |
|
Insurance |
|
|
461 |
|
|
461 |
|
|
|
458 |
|
|
456 |
|
Private and other |
|
|
337 |
|
|
328 |
|
|
|
335 |
|
|
323 |
|
Medicaid |
|
|
223 |
|
|
218 |
|
|
|
223 |
|
|
218 |
|
Medicaid (net of provider taxes) |
|
|
204 |
|
|
198 |
|
|
|
204 |
|
|
198 |
|
Weighted average (net of provider taxes) |
|
$ |
274 |
|
$ |
272 |
|
|
$ |
275 |
|
$ |
273 |
|
Patient days by payor (skilled nursing facilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare |
|
|
400,370 |
|
|
462,145 |
|
|
|
834,094 |
|
|
959,782 |
|
Insurance |
|
|
285,935 |
|
|
304,107 |
|
|
|
591,221 |
|
|
624,418 |
|
Total skilled mix days |
|
|
686,305 |
|
|
766,252 |
|
|
|
1,425,315 |
|
|
1,584,200 |
|
Private and other |
|
|
227,920 |
|
|
259,577 |
|
|
|
454,823 |
|
|
522,875 |
|
Medicaid |
|
|
2,726,538 |
|
|
2,872,360 |
|
|
|
5,405,661 |
|
|
5,713,784 |
|
Total Days |
|
|
3,640,763 |
|
|
3,898,189 |
|
|
|
7,285,799 |
|
|
7,820,859 |
|
Patient days as a percentage of total patient days (skilled nursing
facilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare |
|
|
11.0 |
% |
|
11.9 |
% |
|
|
11.4 |
% |
|
12.3 |
% |
Insurance |
|
|
7.9 |
% |
|
7.8 |
% |
|
|
8.2 |
% |
|
8.0 |
% |
Skilled mix |
|
|
18.9 |
% |
|
19.7 |
% |
|
|
19.6 |
% |
|
20.3 |
% |
Private and other |
|
|
6.3 |
% |
|
6.7 |
% |
|
|
6.2 |
% |
|
6.7 |
% |
Medicaid |
|
|
74.8 |
% |
|
73.6 |
% |
|
|
74.2 |
% |
|
73.0 |
% |
Total |
|
|
100.0 |
% |
|
100.0 |
% |
|
|
100.0 |
% |
|
100.0 |
% |
Facilities at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skilled nursing facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased |
|
|
341 |
|
|
363 |
|
|
|
341 |
|
|
363 |
|
Owned |
|
|
44 |
|
|
44 |
|
|
|
44 |
|
|
44 |
|
Joint Venture |
|
|
5 |
|
|
5 |
|
|
|
5 |
|
|
5 |
|
Managed * |
|
|
35 |
|
|
35 |
|
|
|
35 |
|
|
35 |
|
Total skilled nursing facilities |
|
|
425 |
|
|
447 |
|
|
|
425 |
|
|
447 |
|
Total licensed beds |
|
|
52,232 |
|
|
55,105 |
|
|
|
52,232 |
|
|
55,105 |
|
Assisted/Senior living facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased |
|
|
19 |
|
|
19 |
|
|
|
19 |
|
|
19 |
|
Owned |
|
|
4 |
|
|
4 |
|
|
|
4 |
|
|
4 |
|
Joint Venture |
|
|
1 |
|
|
1 |
|
|
|
1 |
|
|
1 |
|
Managed |
|
|
2 |
|
|
2 |
|
|
|
2 |
|
|
2 |
|
Total assisted/senior living facilities |
|
|
26 |
|
|
26 |
|
|
|
26 |
|
|
26 |
|
Total licensed beds |
|
|
2,209 |
|
|
2,182 |
|
|
|
2,209 |
|
|
2,182 |
|
Total facilities |
|
|
451 |
|
|
473 |
|
|
|
451 |
|
|
473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Jointly Owned and Managed— (Unconsolidated) |
|
|
15 |
|
|
15 |
|
|
|
15 |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REHABILITATION THERAPY SEGMENT**:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended June 30, |
|
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
|
2018 |
|
2017 |
|
Revenue mix %: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-operated |
|
|
37 |
% |
|
38 |
% |
|
|
37 |
% |
|
38 |
% |
Non-affiliated |
|
|
63 |
% |
|
62 |
% |
|
|
63 |
% |
|
62 |
% |
Sites of service (at end of period) |
|
|
1,424 |
|
|
1,528 |
|
|
|
1,424 |
|
|
1,528 |
|
Revenue per site |
|
$ |
158,619 |
|
$ |
149,634 |
|
|
$ |
315,914 |
|
$ |
307,594 |
|
Therapist efficiency % |
|
|
68 |
% |
|
68 |
% |
|
|
68 |
% |
|
68 |
% |
* In 2018 and 2017, includes 20 facilities located in Texas for which the real estate is owned by Genesis.
** Excludes respiratory therapy services.
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 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 its 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 as 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:
- (Gain) 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 gains or losses 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 acquisition and disposition transactions, we incur costs consisting of
investment banking, legal, transaction-based compensation and other professional service costs. We exclude 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.
- Customer receivership and other related charges. We excluded the non-cash costs related to $35.6 million of charges
recorded in the three and six months ended June 30, 2017 related to customer receivership proceedings and the related respective
write-down of unpaid accounts receivable. We believe these charges are caused by the challenging operating environment,
particularly for highly levered customers of our rehabilitation therapy business. Accordingly, we believe these costs do
not accurately 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.
- Goodwill and identifiable intangible asset impairments. We exclude non-cash goodwill and identifiable
intangible asset impairment charges because we believe including them does not reflect the ongoing operating performance of our
operating businesses.
- 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.
- (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.
- Other Items. From time to time we incur costs or realize gains that we do not believe reflect the underlying
performance of our operating businesses. In the current reporting periods, we incurred the following expenses that we
believe are non-recurring in nature and do not reflect ongoing operating performance of the Company or our operating businesses.
(1) 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 underlying
performance of our operating businesses.
See the reconciliation of net loss attributable to Genesis Healthcare, Inc. to EBITDA and Adjusted EBITDA
included herein.
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. See the reconciliation of net loss attributable to Genesis Healthcare, Inc. to Adjusted EBITDAR included
herein.
GENESIS HEALTHCARE, INC.
RECONCILIATION OF NET LOSS ATTRIBUTABLE TO GENESIS HEALTHCARE, INC. TO EBITDA AND ADJUSTED EBITDA
(UNAUDITED)
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, |
|
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
|
2018 |
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Genesis Healthcare, Inc. |
|
$ |
(39,612 |
) |
|
$ |
(65,156 |
) |
|
|
$ |
(108,150 |
) |
|
$ |
(115,917 |
) |
Adjustments to compute EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
|
— |
|
|
|
47 |
|
|
|
|
— |
|
|
|
68 |
|
Net loss attributable to noncontrolling interests |
|
|
(23,245 |
) |
|
|
(40,394 |
) |
|
|
|
(63,380 |
) |
|
|
(73,246 |
) |
Depreciation and amortization expense |
|
|
63,495 |
|
|
|
60,227 |
|
|
|
|
114,998 |
|
|
|
124,596 |
|
Interest expense |
|
|
117,955 |
|
|
|
124,288 |
|
|
|
|
232,992 |
|
|
|
249,042 |
|
Income tax (benefit) expense |
|
|
(886 |
) |
|
|
2,803 |
|
|
|
|
(539 |
) |
|
|
4,087 |
|
EBITDA |
|
$ |
117,707 |
|
|
$ |
81,815 |
|
|
|
|
175,921 |
|
|
|
188,630 |
|
Adjustments to compute Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on early extinguishment of debt |
|
|
(501 |
) |
|
|
2,301 |
|
|
|
|
9,785 |
|
|
|
2,301 |
|
Other (income) loss |
|
|
(22,220 |
) |
|
|
4,190 |
|
|
|
|
(22,152 |
) |
|
|
13,224 |
|
Transaction costs |
|
|
3,112 |
|
|
|
3,781 |
|
|
|
|
15,207 |
|
|
|
6,806 |
|
Customer receivership and other related charges |
|
|
— |
|
|
|
35,566 |
|
|
|
|
— |
|
|
|
35,566 |
|
Long-lived asset impairments |
|
|
27,257 |
|
|
|
— |
|
|
|
|
55,617 |
|
|
|
— |
|
Goodwill and identifiable intangible asset impairments |
|
|
1,132 |
|
|
|
— |
|
|
|
|
1,132 |
|
|
|
— |
|
Severance and restructuring |
|
|
3,493 |
|
|
|
514 |
|
|
|
|
6,333 |
|
|
|
4,694 |
|
(Income) losses of newly acquired, constructed, or divested
businesses |
|
|
(925 |
) |
|
|
6,276 |
|
|
|
|
2,175 |
|
|
|
10,269 |
|
Stock-based compensation |
|
|
2,129 |
|
|
|
2,480 |
|
|
|
|
4,556 |
|
|
|
4,766 |
|
Regulatory defense and other related costs (1) |
|
|
31 |
|
|
|
194 |
|
|
|
|
187 |
|
|
|
451 |
|
Adjusted EBITDA |
|
$ |
131,215 |
|
|
$ |
137,117 |
|
|
|
$ |
248,761 |
|
|
$ |
266,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional lease payments not included in GAAP lease expense |
|
$ |
74,564 |
|
|
$ |
86,704 |
|
|
|
$ |
152,496 |
|
|
$ |
173,328 |
|
Total cash lease payments made pursuant to operating leases, capital leases and
financing obligations |
|
|
106,675 |
|
|
|
124,938 |
|
|
|
|
217,678 |
|
|
|
247,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENESIS HEALTHCARE, INC.
RECONCILIATION OF NET LOSS ATTRIBUTABLE TO GENESIS HEALTHCARE, INC. TO ADJUSTED EBITDAR
(UNAUDITED)
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, |
|
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
|
2018 |
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Genesis Healthcare, Inc. |
|
$ |
(39,612 |
) |
|
$ |
(65,156 |
) |
|
|
$ |
(108,150 |
) |
|
$ |
(115,917 |
) |
Adjustments to compute Adjusted EBITDAR: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
|
— |
|
|
|
47 |
|
|
|
|
— |
|
|
|
68 |
|
Net loss attributable to noncontrolling interests |
|
|
(23,245 |
) |
|
|
(40,394 |
) |
|
|
|
(63,380 |
) |
|
|
(73,246 |
) |
Depreciation and amortization expense |
|
|
63,495 |
|
|
|
60,227 |
|
|
|
|
114,998 |
|
|
|
124,596 |
|
Interest expense |
|
|
117,955 |
|
|
|
124,288 |
|
|
|
|
232,992 |
|
|
|
249,042 |
|
Income tax (benefit) expense |
|
|
(886 |
) |
|
|
2,803 |
|
|
|
|
(539 |
) |
|
|
4,087 |
|
Lease expense |
|
|
32,111 |
|
|
|
38,234 |
|
|
|
|
65,182 |
|
|
|
74,334 |
|
(Gain) loss on early extinguishment of debt |
|
|
(501 |
) |
|
|
2,301 |
|
|
|
|
9,785 |
|
|
|
2,301 |
|
Other (income) loss |
|
|
(22,220 |
) |
|
|
4,190 |
|
|
|
|
(22,152 |
) |
|
|
13,224 |
|
Transaction costs |
|
|
3,112 |
|
|
|
3,781 |
|
|
|
|
15,207 |
|
|
|
6,806 |
|
Customer receivership and other related charges |
|
|
— |
|
|
|
35,566 |
|
|
|
|
— |
|
|
|
35,566 |
|
Long-lived asset impairments |
|
|
27,257 |
|
|
|
— |
|
|
|
|
55,617 |
|
|
|
— |
|
Goodwill and identifiable intangible asset impairments |
|
|
1,132 |
|
|
|
— |
|
|
|
|
1,132 |
|
|
|
— |
|
Severance and restructuring |
|
|
3,493 |
|
|
|
514 |
|
|
|
|
6,333 |
|
|
|
4,694 |
|
(Income) losses of newly acquired, constructed, or divested
businesses |
|
|
(925 |
) |
|
|
6,276 |
|
|
|
|
2,175 |
|
|
|
10,269 |
|
Stock-based compensation |
|
|
2,129 |
|
|
|
2,480 |
|
|
|
|
4,556 |
|
|
|
4,766 |
|
Regulatory defense and other related costs (1) |
|
|
31 |
|
|
|
194 |
|
|
|
|
187 |
|
|
|
451 |
|
Adjusted EBITDAR |
|
$ |
163,326 |
|
|
$ |
175,351 |
|
|
|
$ |
313,943 |
|
|
$ |
341,041 |
|