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8-K - FORM 8-K - ENSIGN GROUP, INC | c91812e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - ENSIGN GROUP, INC | c91812exv99w2.htm |
Exhibit 99.1
The Ensign Group Reports Third Quarter 2009 Adjusted Earnings of $0.38 per Share
Conference Call and Webcast Scheduled for November 3, 2009 at 10:00 am PT
MISSION VIEJO, California (PR Newswire) November 2, 2009 The Ensign Group, Inc. (Nasdaq: ENSG),
the parent company of the Ensign group of skilled nursing, rehabilitative care services, hospice
care and assisted living companies, today reported record results for the third quarter of fiscal
year 2009.
Financial Highlights for the Quarter Include:
| Total revenue was a record $132.9 million, up 14.3% compared to $116.3 million for the
third quarter of 2008; |
| Same-store skilled mix by revenue increased to 50.5% from 49.5% in the prior year
quarter; |
| The companys same-store average daily Medicare rate increased by 7.1% to $560 per
patient day, an increase of $37 per patient day, as the companys overall patient base
continued shifting to a higher acuity mix; |
| Consolidated EBITDAR climbed 19.0% to $20.8 million, an increase of $3.3 million, with
consolidated EBITDAR margins improving by 62 basis points to 15.6%, and same-store EBITDAR
margins improving 80 basis points to 16.5%; and |
| Consolidated net income for the quarter climbed 13.1% to $7.7 million, compared to $6.8
million the year before, with year-to-date net margins increasing to 6.0% from 5.7%. |
Operating Results
Ensigns President and Chief Executive Officer Christopher Christensen congratulated Ensigns
facility leaders and their teams. This solid third quarter has provided a great platform for the
continuing expansion of our business, he said.
The company recently announced four facility acquisitions, bringing the total to eleven year to
date. He added that the company is seeing compelling acquisition opportunities in several of its
key markets, and expects to grow further in the near term. In addition, he noted that the
opportunities for organic growth and improvement across the companys existing portfolio are
outstanding, as local leaders continue to focus on business fundamentals and higher-acuity
patients.
He also discussed the companys recent enhancement of its financial reporting methodologies. These
details provide greater transparency into company operations, as it continues to layer in
underperforming facilities and execute the long-term process of stabilizing and growing their
operations.
Operational results are now being categorized by same-store, referring to facilities that have
been under the Ensign umbrella more than three full calendar years, transitional, referring to
facilities acquired from
between one and three full calendar years ago, and recently acquired, referring to facilities
which joined the Ensign organization less than one full calendar year ago.
This change reflects the sometimes-vast disparity between the operating metrics of different
facilities as they go through the successive stages of the stabilization and growth process, which
typically takes several years, he noted.
He also commented on the national healthcare debate, reductions in Medicare payments to skilled
nursing facilities, and declines in state Medicaid rates. Our operators have proven again this
quarter that our unique operating model is well suited to, and even thrives in, uncertain operating
environments, he observed. He added that company leaders expect, based on our history and
experience, to continue delivering solid returns and superior patient outcomes regardless of
changes in reimbursement or regulation.
The company generated net cash from operations of $28.7 million in the nine months ended September
30, 2009. Net operating assets and liabilities grew by $8.0 million in the first nine months of
2009, which was primarily attributable to the growth in accounts receivable as revenues grew,
particularly in recently-added facilities. Net cash used in investing activities during the first
nine months was $45.4 million, which was primarily related to business acquisitions and purchases
of property and equipment.
Consolidated EBITDA grew by $2.9 million for the quarter to $17.1 million, an increase of 20.4%;
however, when adjusting for the one-time recovery of $660,000 related to the favorable settlement
of an accrued contingent rent liability in the prior year quarter, the percentage increase in
EBITDA was actually 26.2%. EBITDAR climbed 19.0% to $20.8 million from $17.5 million in the third
quarter of 2008, an increase of $3.3 million.
Fully diluted GAAP earnings per share were $0.37 for the quarter, compared to $0.33 per share in
the prior year. Excluding acquisition expenses, amortization of patient bases and the effect on net
income of one lease expiration in the quarter, adjusted net income was $7.9 million or $0.38 per
diluted share.
A discussion of the companys use of non-GAAP financial measures is set forth below. A
reconciliation of net income to EBITDAR and EBITDA, as well as a reconciliation of GAAP earnings
per share and net income to adjusted net earnings per share and adjusted net income, appear in the
financial data portion of this release.
More complete information is contained in the Companys 10-Q, which was filed with the SEC today
and can be viewed on the Companys website at http://www.ensigngroup.net.
2009 Guidance Reaffirmed
Management reaffirmed its previously-announced 2009 annual revenue guidance of $536 million to $541
million, and earnings guidance of $1.58 per share to $1.63 per share, for the year. The guidance is
based on diluted weighted average common shares outstanding of 21.5 million and assumes, among
other things, no additional acquisitions or dispositions beyond those made to date, and essentially
flat overall reimbursement.
Management Changes
Ensign today announced that Gregory K. Stapley, its Vice President and General Counsel since 1999,
has been named Executive Vice President of the Company effective as of November 2, 2009. He has
been replaced by Beverly B. Wittekind as Vice President and General Counsel.
Ms. Wittekind has served as Ensigns Corporate Compliance Officer, and as Vice-President and
General Counsel for Ensign Facility Services, Inc., its Service Center subsidiary, since 2002.
Prior to joining Ensign Ms. Wittekind was with Vista Hospital Systems, a non-profit hospital system
based in Corona,
California, where she served as General Counsel, Chief Compliance Officer and Vice-President of
Risk and Litigation Management. A 1989 graduate of the University of Notre Dame Law School, Ms.
Wittekind began her career at the law firm of Snell & Wilmer, and was a partner at Doyle Winthrop
Oberbillig & West, both in Phoenix, Arizona, where she specialized in the defense of healthcare
providers in medical malpractice litigation.
In addition, Daniel H. Walker was named Assistant Secretary of the Company, also effective November
2, 2009. Mr. Walker has served as the Deputy General Counsel of Ensign Facility Services, Inc., and
as the Companys Associate General Counsel for Securities, since 2007. Prior to joining Ensign,
Mr. Walker was with the law firm of Lewis and Roca, LLP in Phoenix, Arizona, where he advised
public and private companies on securities issues, mergers and acquisitions, and real estate and
corporate transactions. Mr. Walker is a 2005 graduate of the J. Rueben Clark Law School at Brigham
Young University.
Recent Highlights
The Company recently announced that it acquired four long-term care facilities in two separate
transactions on October 1, 2009. The facilities include Golden Acres, a 22-acre campus in Dallas,
Texas which has 264 skilled nursing beds, 222 of which are in private rooms, and a 39-unit
independent living section. The Golden Acres acquisition also included a profitable and
well-regarded hospice business, Custom Care Hospice. Although many Ensign facilities offer hospice
services through third-party agencies, this is the first time Ensign has engaged in the hospice
business itself.
Ensign also acquired three facilities in Utah: Castle Country Care Center, an 80-bed skilled
nursing facility in Price, South Valley Care Center, a 116-bed skilled nursing facility in
metropolitan Salt Lake City, and Rock Canyon Rehab & Care Center, a 200-bed skilled nursing
facility in Provo. The Utah facilities were purchased with a combination of cash and seller
financing.
Ensign also allowed the lease on one of its Arizona assisted living facilities to expire as of
September 30, 2009, turning the operation over to a new tenant. An Ensign affiliate had operated
Greenfields Assisted Living in Mesa, Arizona since 1999. Management has indicated that it expects
the lease expiration to be slightly accretive going forward.
Management has reaffirmed that Ensign is actively seeking additional opportunities to acquire both
well-performing and struggling long-term care operations across the Western United States. The four
acquisitions and one lease expiration bring Ensigns growing portfolio to 73 facilities, 42 of
which are Ensign-owned, with Ensign affiliates holding purchase options on nine of Ensigns 31
leased facilities.
Conference Call
A live webcast will be held on Tuesday, November 3, 2009, at 10:00 a.m. Pacific Time (1:00 p.m.
Eastern Time) to discuss Ensigns third quarter financial results. To listen to the webcast, or to
view any financial or statistical information required by SEC Regulation G, please visit the
Investors section of the Ensign website at http://investor.ensigngroup.net. The webcast will be
recorded, and will be available for replay via the website until 5:00 p.m. Pacific Time on Tuesday,
November 10, 2009.
About Ensign
The Ensign Group, Inc.s operating subsidiaries provide a broad spectrum of skilled nursing and
assisted living services, hospice services, physical, occupational and speech therapies, and other
rehabilitative and healthcare services for both long-term residents and short-stay rehabilitation
patients at 73 care facilities in California, Arizona, Texas, Washington, Utah, Idaho and Colorado.
Each of these facilities is operated by a separate, wholly-owned independent operating subsidiary
that has its own management, employees and assets. References herein to the consolidated Company
and its assets and activities, as well as the use of the terms we, us, its and similar
verbiage are not meant to imply that The Ensign Group, Inc. has direct operating assets, employees
or revenue, or that any of the facilities, the
Service Center or the captive insurance subsidiary are operated by the same entity. More
information about Ensign is available at http://www.ensigngroup.net.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release contains, and the related conference call and webcast will include,
forward-looking statements that are based on managements current expectations, assumptions and
beliefs about its business, financial performance, operating results, the industry in which it
operates and other future events. Forward-looking statements can often be identified by words such
as anticipates, expects, intends, plans, predicts, believes, seeks, estimates,
may, will, should, would, could, potential, continue, ongoing, similar expressions,
and variations or negatives of these words. These forward-looking statements include, but are not
limited to, statements regarding growth prospects, future operating and financial performance. They
are not guarantees of future results and are subject to risks, uncertainties and assumptions that
could cause actual results to materially and adversely differ from those expressed in any
forward-looking statement.
These risks and uncertainties relate to the companys business, its industry and its common stock
and include: reduced prices and reimbursement rates for its services; its ability to acquire,
develop, manage or improve facilities, its ability to manage its increasing borrowing costs as it
incurs additional indebtedness to fund the acquisition and development of facilities; its ability
to access capital on a cost-effective basis to continue to successfully implement its growth
strategy; its operating margins and profitability could suffer if it is unable to grow and manage
effectively its increasing number of facilities; competition from other companies in the
acquisition, development and operation of facilities; and the application of existing or proposed
government regulations, or the adoption of new laws and regulations, that could limit its business
operations, require it to incur significant expenditures or limit its ability to relocate its
facilities if necessary. Readers should not place undue reliance on any forward-looking statements
and are encouraged to review the companys periodic filings with the Securities and Exchange
Commission, including its Form 10-Q, which was filed today, for a more complete discussion of the
risks and other factors that could affect Ensigns business, prospects and any forward-looking
statements. Except as required by the federal securities laws, Ensign does not undertake any
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, changing circumstances or any other reason after the date of this press
release.
Contact Information
Robert East, Westwicke Partners LLC, (443) 213-0500, bob.east@westwickepartners.com, or Gregory
Stapley, Investor/Media Relations, The Ensign Group, Inc., (949) 487-9500, ir@ensigngroup.net.
SOURCE: The Ensign Group, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenue |
$ | 132,924 | $ | 116,328 | $ | 395,387 | $ | 345,425 | ||||||||
Expense: |
||||||||||||||||
Cost of services (exclusive of
facility rent and depreciation and
amortization shown separately below) |
107,264 | 94,297 | 316,753 | 278,364 | ||||||||||||
Facility rentcost of services |
3,707 | 3,282 | 11,132 | 11,229 | ||||||||||||
General and administrative expense |
4,883 | 4,565 | 15,261 | 14,628 | ||||||||||||
Depreciation and amortization |
3,239 | 2,350 | 9,413 | 6,513 | ||||||||||||
Total expenses |
119,093 | 104,494 | 352,559 | 310,734 | ||||||||||||
Income from operations |
13,831 | 11,834 | 42,828 | 34,691 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(1,249 | ) | (1,183 | ) | (3,718 | ) | (3,553 | ) | ||||||||
Interest income |
81 | 239 | 220 | 1,094 | ||||||||||||
Other expense, net |
(1,168 | ) | (944 | ) | (3,498 | ) | (2,459 | ) | ||||||||
Income before provision for income taxes |
12,663 | 10,890 | 39,330 | 32,232 | ||||||||||||
Provision for income taxes |
4,977 | 4,093 | 15,537 | 12,582 | ||||||||||||
Net income |
$ | 7,686 | $ | 6,797 | $ | 23,793 | $ | 19,650 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.37 | $ | 0.33 | $ | 1.16 | $ | 0.96 | ||||||||
Diluted |
$ | 0.37 | $ | 0.33 | $ | 1.14 | $ | 0.95 | ||||||||
Weighted average common shares
outstanding: |
||||||||||||||||
Basic |
20,616 | 20,525 | 20,591 | 20,512 | ||||||||||||
Diluted |
20,928 | 20,777 | 20,910 | 20,667 | ||||||||||||
Condensed Consolidated Balance Sheets
(in thousands)
(in thousands)
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 21,365 | $ | 41,326 | ||||
Other current assets |
68,397 | 63,122 | ||||||
Total current assets |
89,762 | 104,448 | ||||||
Property and equipment, net |
181,643 | 157,029 | ||||||
Other assets |
50,445 | 35,424 | ||||||
Total assets |
$ | 321,850 | $ | 296,901 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Current liabilities, excluding current
maturities of long-term debt |
$ | 56,182 | $ | 56,575 | ||||
Current maturities of long-term debt |
1,122 | 1,062 | ||||||
Total current liabilities |
57,304 | 57,637 | ||||||
Long-term debtless current maturities |
58,632 | 59,489 | ||||||
Other long-term liabilities |
26,675 | 23,754 | ||||||
Total Stockholders equity |
179,239 | 156,021 | ||||||
Total liabilities and stockholders equity |
$ | 321,850 | $ | 296,901 | ||||
Reconciliation of Net Income to EBITDAR
(in thousands)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net income |
$ | 7,686 | $ | 6,797 | $ | 23,793 | $ | 19,650 | ||||||||
Interest expense, net |
1,168 | 944 | 3,498 | 2,459 | ||||||||||||
Provision for income taxes |
4,977 | 4,093 | 15,537 | 12,582 | ||||||||||||
Depreciation and amortization |
3,239 | 2,350 | 9,413 | 6,513 | ||||||||||||
EBITDA |
17,070 | 14,184 | 52,241 | 41,204 | ||||||||||||
Facility rentcost of services |
3,707 | 3,282 | 11,132 | 11,229 | ||||||||||||
EBITDAR |
$ | 20,777 | $ | 17,466 | $ | 63,373 | $ | 52,433 | ||||||||
Adjusted Condensed Consolidated Statements of Income
(In thousands, except per share data)
(In thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
September 30, 2009 | September 30, 2009 | |||||||||||||||||||||||||||||||
Non- | Non- | |||||||||||||||||||||||||||||||
As | GAAP | Expiration | As | As | GAAP | Expiration | As | |||||||||||||||||||||||||
Reported | Adj. | of Lease(4) | Adjusted | Reported | Adj. | of Lease(4) | Adjusted | |||||||||||||||||||||||||
Revenue |
$ | 132,924 | $ | (496 | ) | $ | 132,428 | $ | 395,387 | $ | (1,412 | ) | $ | 393,975 | ||||||||||||||||||
Expense: |
||||||||||||||||||||||||||||||||
Cost of services (exclusive of facility
rent and depreciation and amortization
shown separately below) |
107,264 | (76 | )(1) | (507 | ) | 106,681 | 316,753 | (177 | )(1) | (1,185 | ) | 315,391 | ||||||||||||||||||||
Facility rentcost of services |
3,707 | (137 | ) | 3,570 | 11,132 | (416 | ) | 10,716 | ||||||||||||||||||||||||
General and administrative expense |
4,883 | 4,883 | 15,261 | 15,261 | ||||||||||||||||||||||||||||
Depreciation and amortization |
3,239 | (13 | )(2) | (111 | ) | 3,115 | 9,413 | (388 | )(2) | (153 | ) | 8,872 | ||||||||||||||||||||
Total expenses |
119,093 | (89 | ) | (755 | ) | 118,249 | 352,559 | (565 | ) | (1,754 | ) | 350,240 | ||||||||||||||||||||
Income from operations |
13,831 | 89 | 259 | 14,179 | 42,828 | 565 | 342 | 43,735 | ||||||||||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||||||||||
Interest expense |
(1,249 | ) | (1,249 | ) | (3,718 | ) | (3,718 | ) | ||||||||||||||||||||||||
Interest income |
81 | 81 | 220 | 220 | ||||||||||||||||||||||||||||
Other expense, net |
(1,168 | ) | (1,168 | ) | (3,498 | ) | (3,498 | ) | ||||||||||||||||||||||||
Income before provision for income taxes |
12,663 | 89 | 259 | 13,011 | 39,330 | 565 | 342 | 40,237 | ||||||||||||||||||||||||
Provision for income taxes |
4,977 | 35 | (3) | 103 | 5,115 | 15,537 | 223 | (3) | 136 | 15,896 | ||||||||||||||||||||||
Net income |
$ | 7,686 | 54 | 156 | $ | 7,896 | $ | 23,793 | 342 | 206 | $ | 24,341 | ||||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||||||||||
Basic |
$ | 0.37 | $ | 0.38 | $ | 1.16 | $ | 1.18 | ||||||||||||||||||||||||
Diluted |
$ | 0.37 | $ | 0.38 | $ | 1.14 | $ | 1.16 | ||||||||||||||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||||||||||||||||||
Basic |
20,616 | 20,616 | 20,591 | 20,591 | ||||||||||||||||||||||||||||
Diluted |
20,928 | 20,928 | 20,910 | 20,910 | ||||||||||||||||||||||||||||
(1) | Represents acquisition-related costs expensed, which were previously capitalizable during 2008. | |
(2) | Represents amortization costs related to patient base intangible assets acquired. Patient base intangible assets are amortized over a period of four to eight months, depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. | |
(3) | Represent s the tax impact of the acquisition costs and patient base non-GAAP adjustments represented in entries (1) and (2). | |
(4) | Represents the impact on net income, including tax effect, of the expiration of the Companys lease at one of its assisted living facilities in Arizona. |
Discussion of Non-GAAP Financial Measures
EBITDA consists of net income before (a) interest expense, net, (b) provisions for income taxes,
and (c) depreciation and amortization. EBITDAR consists of net income before (a) interest expense,
net, (b) provisions for income taxes, (c) depreciation and amortization, and (d) facility rent-cost
of services. The Company believes that the presentation of EBITDA and EBITDAR provides important
supplemental information to management and investors to evaluate the Companys operating
performance. The Company believes disclosure of adjusted non-GAAP net income and non-GAAP diluted
earnings per share has economic substance because the excluded expenses are infrequent in nature
and are variable in nature, or do not represent current cash expenditures. A material limitation
associated with the use of these measures as compared to the GAAP measures of net income and
diluted earnings per share is that they may not be comparable with the calculation of net income
and diluted earnings per share for other companies in the Companys industry. These non-GAAP
financial measures should not be relied upon to the exclusion of GAAP financial measures. For
further information regarding why the Company believes that this non-GAAP measure provides useful
information to investors, the specific manner in which management uses this measure, and some of
the limitations associated with the use of this measure, please refer to the Companys Report on
Form 10-Q filed today with the SEC. The Form 10-Q is available on the SECs website at www.sec.gov
or under the Financial Information link of the Investor Relations section on Ensigns website.