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8-K - CURRENT REPORT - ENSIGN GROUP, INCa2012fyeform8-k.htm



The Ensign Group Reports Quarterly Earnings up 27%; Adjusted Earnings of $0.61 per Share; Issues 2013 Guidance

Conference Call and Webcast Scheduled for February 14, 2013 at 10:30 am PT

MISSION VIEJO, California - February 13, 2013 - The Ensign Group, Inc. (Nasdaq: ENSG), the parent company of the Ensign™ group of skilled nursing, rehabilitative care services, assisted and independent living, home health, hospice care and urgent care companies, today reported operating results for the fourth quarter and full year 2012.
 
Financial Highlights Include:

Adjusted earnings per share climbed 27.1% to $0.61 per share for the quarter, and grew 8.5% to $2.54 per share for the year, despite the October 2011 Medicare cuts, and well within the increased annual guidance published by Management in August 2012;

Same-store skilled revenue mix grew by 117 basis points to 53.9% of revenues in the quarter;

Same-store occupancy grew by 20 basis points over the prior year quarter, and by 53 basis points over the prior year, to 82.7%;

Adjusted consolidated EBITDAR was $35.0 million, an increase of 18.0% over the prior year quarter; and

Consolidated revenues were up 8.8% to a record $824.7 million in the year, and up 9.6% to a record $211.1 million in the quarter.

Operating Results
“We are pleased to report that operating results exceeded annual earnings guidance, which was increased in August 2012, with adjusted earnings per share of $2.54 for the year,” said Ensign's President and Chief Executive Officer Christopher Christensen. He noted further that the adjusted earnings results were within the higher end of the range of Management's increased guidance, and a penny ahead of analyst consensus for the year.
 
Mr. Christensen added that Management is “likewise pleased to be issuing 2013 annual guidance, with projected revenues of $915 million to $931 million, and adjusted earnings of $2.79 to $2.88 per diluted share.” He also stated that, “As we have noted in the past, our business can be a bit lumpy from quarter to quarter, but we are pleased to have been able to project performance fairly accurately on an annual basis to date.”

Chief Financial Officer Suzanne Snapper reported that GAAP net income of $0.09 per diluted share was significantly impacted by a $15 million reserve taken by the company in the fourth quarter against the anticipated disposition of the Department of Justice civil investigation that has been ongoing since 2006. Commenting on the reserve, Mr. Christensen added, “We view this reserve and the move toward a possible settlement as a positive for Ensign, and hope that the outstanding operating results posted by our field leaders in the face of enormous obstacles this year will not be lost in the noise that can sometimes surround such discussions.”

Operating results for the year came in the midst of an unprecedented 11.1% reduction in Medicare rates to skilled nursing facilities, as well as a simultaneous change in therapy regulations that increased the cost of delivering physical and other types of therapy to skilled nursing patients, all of which went into effect in late 2011.





Adjusted net income was up 10.1% to $55.7 million for the year, and up 29.3% to $13.5 million for the quarter. Consolidated revenues for the year were up 8.8% to $824.7 million, and up 9.6% to $211.1 million for the quarter. Adjusted EBITDAR grew 18.0% to $35.0 million in the quarter, and up 9.3% to $141.8 million for the year.

Ms. Snapper also reported that Ensign's balance sheet remained strong, with its industry-low net-debt-to-EBITDAR ratio of 2.34x at year end. She further noted that the company continues to generate strong cash flow, with cash on hand on December 31 of $40.9 million, and net cash from operations of $82.1 million for the year.

Diluted GAAP earnings per share were $0.09 for the quarter, compared to $0.48 per share in the prior year quarter, and $1.85 for the year, compared to $2.21 in 2011. Ms. Snapper noted that, in addition to the reserve for the DOJ investigation, the quarter included a non-cash adjustment of $2.2 million for the impairment of the fair valuation of Doctors Express, Ensign's urgent care franchise system. “The initial value of Doctor's Express was based in part on the “fair valuation” of a non-controlling interest, which is based on an accounting analysis and not based on cash paid for the transaction,” she said.

Adjusted non-GAAP earnings for the quarter were $0.61 per diluted share, compared to $0.48 in the fourth quarter of 2011, an increase of 27.1%. Adjusted non-GAAP earnings for the year were $2.54 per diluted share, compared to $2.34 in 2011, an increase of 8.5%.

A discussion of the company's use of non-GAAP financial measures is set forth below. A reconciliation of net income to adjusted EBITDAR and adjusted 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 Company's 10-K, which was filed with the SEC today and can be viewed on the Company's website at http://www.ensigngroup.net.

2013 Guidance Issued
Management issued 2013 annual guidance, projecting revenues of $915 million to $931 million, and adjusted net income of $2.79 to $2.88 per diluted share for the year. The guidance is based on diluted weighted average common shares outstanding of 22.5 million and assumes, among other things, no additional acquisitions or dispositions beyond those made to date, the anticipated effects of sequestration followed by an anticipated Medicare rate increase in October 1, 2013, an approximately 1.0% increase in Medicaid reimbursement rates net of expected provider tax increases, and that tax rates do not materially increase. It excludes acquisition-related costs and amortization costs related to intangible assets acquired. It also excludes expenses related to the DOJ investigation, which can vary widely from quarter to quarter depending on the DOJ's activities and the required response by the Company, and any costs associated with an eventual settlement or litigation thereof if the matter is not otherwise resolved.
DOJ Investigation Progress
Explaining the $15 million reserve taken in the quarter, General Counsel Beverly Wittekind said, “Over the past months and years, as we have previously indicated, management and the special committee have been interacting with government representatives to advance the matter toward resolution. While the interactions continue, progress to date has allowed the conversation between our representatives and the government to move toward active settlement discussions.” She further noted that the taking of the reserve is neither final nor a guarantee of a settlement, but rather represents an estimated liability related to the Company's efforts to achieve a global, company-wide, resolution of any claims, if a settlement can be achieved. She also added that the ultimate settlement amount, if any, could differ materially from what has been recorded, and that it is impossible to predict the outcome of the investigation, further settlement discussions, or any litigation that might yet follow, and she directed investors to the more complete discussions of the matter contained in the company's 2012 10-K, for additional disclosures.





Quarter Highlights
During the quarter, the company's Board of Directors declared a quarterly cash dividend of $0.065 per share of Ensign common stock, an increase from the prior quarterly cash dividend of $0.06 per share. Ensign has been a dividend-paying company since 2002.
Also during the quarter and since, the company acquired one long-term care facility, one home health business, two hospice businesses and a majority interest in an ancillary service provider, in five separate transactions. The operations were all purchased with cash, and include:
In Texas, Richland Hills Care & Rehabilitation Center, a 92-bed skilled nursing facility located in Fort Worth;

In Arizona, Emblem Healthcare, a well-regarded hospice agency located in the greater Phoenix market's burgeoning East Valley area;

In California, Vesper Healthcare, a small but respected hospice agency located in the Pasadena market;

In Washington, Symbol Healthcare, a home health agency located in the Tacoma market; and

In a multi-state transaction, the company also acquired a majority interest in a small but well-regarded mobile ancillary services provider.

The acquisitions brought Ensign's growing portfolio to 108 facilities, seven home health and six hospice companies, and an ancillary service provider, all in 11 states. Of the 108 facilities, 86 are Ensign-owned, and 65 of those are owned free of mortgage debt, with Ensign affiliates holding purchase options on two of Ensign's 22 leased facilities. Management reaffirmed that Ensign is actively seeking additional opportunities to acquire both well-performing and struggling long-term care, seniors housing, home health and hospice operations across the United States.
Conference Call
A live webcast will be held on Thursday, February 14, 2013 at 10:30 a.m. Pacific Time (1:30 p.m. Eastern) to discuss Ensign's fourth quarter and fiscal 2012 financial results, and Management's 2013 guidance. 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 Friday, March 8, 2013.
About Ensign
The Ensign Group, Inc.'s independent operating subsidiaries provide a broad spectrum of skilled nursing and assisted living services, physical, occupational and speech therapies, home health and hospice services, and other rehabilitative, healthcare and diagnostic services for both long-term residents and short-stay rehabilitation patients at 108 facilities, seven home health companies, six hospice companies, three urgent care locations and a mobile diagnostic business, all spread across California, Arizona, Texas, Washington, Utah, Idaho, Colorado, Nevada, Iowa, Nebraska and Oregon. Each of these operations is operated by a separate, 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 home health and hospice businesses, 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 management's 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 company's 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 company's periodic filings with the Securities and Exchange Commission, including its Form 10-K, which was filed today, for a more complete discussion of the risks and other factors that could affect Ensign's 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.







THE ENSIGN GROUP, INC.
GAAP and ADJUSTED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
 
 
Three Months Ended
December 31, 2012
 
Year Ended
December 31, 2012
 
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
Revenue
$
211,101

 
(79)(9)
 
$
211,022

 
$
824,719

 
(79)(9)
 
$
824,640

Expense:
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of facility rent, general and administrative and depreciation and amortization expense shown separately below)
171,765

 
(3,077)(1)(2)(5)(9)
 
168,688

 
660,070

 
(6,641)(1)(2)(3)(5)(9)
 
653,429

Charge related to U.S. Government inquiry
15,000

 
(15,000)(4)
 

 
15,000

 
(15,000)(4)
 

Facility rent—cost of services
3,256

 
(272)(6)(9)
 
2,984

 
13,319

 
(860)(6)(9)
 
12,459

General and administrative expense
7,886

 
(503)(7)
 
7,383

 
31,819

 
(1,945)(7)
 
29,874

Depreciation and amortization
7,319

 
(50)(8)(9)
 
7,269

 
28,464

 
(501)(8)(9)
 
27,963

Total expenses
205,226

 
(18,902)
 
186,324

 
748,672

 
(24,947)
 
723,725

Income from operations
5,875

 
18,823
 
24,698

 
76,047

 
24,868
 
100,915

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(3,098
)
 
 
 
(3,098
)
 
(12,229
)
 
 
 
(12,229
)
Interest income
83

 
 
 
83

 
255

 
 
 
255

Other expense, net
(3,015
)
 
 
 
(3,015
)
 
(11,974
)
 
 
 
(11,974
)
Income before provision for income taxes
2,860

 
18,823
 
21,683

 
64,073

 
24,868
 
88,941

 
 
 
 
 
 
 
 
 
 
 
 
Tax Effect on Non-GAAP Adjustments
 
 
7,134(10)
 
 
 
 
 
9,425(10)
 
 
Tax True-up for Effective Tax Rate
 
 
(110)(11)
 
 
 
 
 
 
 
 
Provision for income taxes
1,195

 
7,024
 
8,219

 
24,265

 
9,425
 
33,690

Net income
$
1,665

 
11,799
 
$
13,464

 
$
39,808

 
15,443
 
$
55,251

Less: net loss attributable to noncontrolling interests
(272
)
 
226
 
(46
)
 
(783
)
 
354
 
(429
)
Net income attributable to The Ensign Group, Inc.
$
1,937

 
11,573
 
$
13,510

 
$
40,591

 
15,089
 
$
55,680

Net income per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.09

 
 
 
$
0.63

 
$
1.89

 
 
 
$
2.60

Diluted
$
0.09

 
 
 
$
0.61

 
$
1.85

 
 
 
$
2.54

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
21,605

 
 
 
21,605

 
21,429

 
 
 
21,429

Diluted
22,075

 
 
 
22,075

 
21,942

 
 
 
21,942

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
Represents acquisition-related costs of $20 and $250 for the three and twelve months ended December 31, 2012, respectively.
 

 
 
 
 
 
 
 
 
 
 
 
 
(2
)
Represents costs of $152 and $591 for the three and twelve months ended December 31, 2012, respectively, incurred to recognize income tax credits which contributed to decrease in effective tax rate.
 
 
 
 
 
 
 
 
 
 
 
 
 
(3
)
Represents the settlement of a class action lawsuit regarding minimum staffing requirements in the state of California of $2,596 during the period ended June 30, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
(4
)
 Represents the Company's estimated liability related to our efforts to achieve a global, company-wide, resolution of any claims connected to the U.S. Department of Justice (DOJ) investigation.
 
 
 
 
 
 
 
 
 
 
 
 
 
(5
)
Represents impairment charges of $2,225 recorded at our urgent care franchising operations, which we attribute to a decline in the estimated fair value of redeemable noncontrolling interests.
 
 
 
 
 
 
 
 
 
 
 
 
 
(6
)
Represents straight-line rent amortization for a facility which the Company has begun construction activities, but has not commenced operations of a skilled nursing facility as of December 31, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
(7
)
Represents legal costs incurred in connection with the ongoing investigation into the billing and reimbursement processes of some of our subsidiaries being conducted by the Department of Justice (DOJ).
 
 
 
 
 
 
 
 
 
 
 
 
 
(8
)
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.
 

 
 
 
 
 
 
 
 
 
 
 
 
(9
)
 Represents revenues and expenses incurred at newly opened urgent care centers.
 
 
 
 
 
 
 
 
 
 
 
 
 
(10
)
Represents the tax impact of non-GAAP adjustments noted in (1) – (9) at our current year effective tax rate of 37.9%.
 
 
 
 
 
 
 
 
 
 
 
 
 
(11
)
Represents an adjustment to the provision for income taxes to our current year effective tax rate of 37.9%









THE ENSIGN GROUP, INC.
GAAP and ADJUSTED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
 
 
Three Months Ended
December 31, 2011
 
Year Ended
December 31, 2011
 
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
Revenue
$
192,662

 
 
 
$
192,662

 
$
758,277

 
 
 
$
758,277

Expense:
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of facility rent, general and administrative and depreciation and amortization expense shown separately below)
156,287

 
(91)(1)
 
156,196

 
600,804

 
(452)(1)
 
600,352

Facility rent—cost of services
3,345

 
 
 
3,345

 
13,725

 
 
 
13,725

General and administrative expense
7,578

 
(780)(2)
 
6,798

 
29,766

 
(1,544)(2)
 
28,222

Depreciation and amortization
6,502

 
(213)(3)
 
6,289

 
23,286

 
(1,021)(3)
 
22,265

Total expenses
173,712

 
(1,084)
 
172,628

 
667,581

 
(3,017)
 
664,564

Income from operations
18,950

 
1,084
 
20,034

 
90,696

 
3,017
 
93,713

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(2,989
)
 
 
 
(2,989
)
 
(13,778
)
 
2,542(4)
 
(11,236
)
Interest income
51

 
 
 
51

 
249

 
 
 
249

Other expense, net
(2,938
)
 

 
(2,938
)
 
(13,529
)
 
2,542
 
(10,987
)
Income before provision for income taxes
16,012

 
1,084
 
17,096

 
77,167

 
5,559
 
82,726

 
 
 
 
 
 
 
 
 
 
 
 
Tax impact of non-GAAP adjustments
 
 
422(6)
 
 
 
 
 
2,162(6)
 
 
Adjustments to reflect 38.9% tax rate
 
 
571(5)
 
 
 
 
 
526(5)
 
 
Provision for income taxes
5,657

 
993
 
6,650

 
29,492

 
2,688
 
32,180

Net income
$
10,355

 
91
 
$
10,446

 
$
47,675

 
2,871
 
$
50,546

Net income per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.49

 
 
 
$
0.49

 
$
2.27

 
 
 
$
2.41

Diluted
$
0.48

 
 
 
$
0.48

 
$
2.21

 
 
 
$
2.34

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
21,109

 
 
 
21,109

 
20,967

 
 
 
20,967

Diluted
21,621

 
 
 
21,621

 
21,583

 
 
 
21,583

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
Represents acquisition-related costs expenses.
 

 
 
 
 
 
 
 
 
 
 
 
 
(2
)
Represents legal costs incurred in connection with the ongoing investigation into the billing and reimbursement processes of some of our subsidiaries being conducted by the Department of Justice (DOJ).
 
 
 
 
 
 
 
 
 
 
 
 
 
(3
)
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
(4
)
Represents the loss on extinguishment and amortization of remaining deferred financing costs in connection with the Senior Credit Facility entered into by the Company on July 15, 2011.
 

 
 
 
 
 
 
 
 
 
 
 
 
(5
)
In FY 2011 and 2010, the Company's effective tax rate was 38.3% and 39.3%, respectively. Therefore, this represents an adjustment to the provision for income taxes to normalize our current year annual rate to 38.9%.
 
 
 
 
 
 
 
 
 
 
 
 
 
(6
)
Represents the tax impact of non-GAAP adjustments noted in (1) - (4) at a normalized rate of 38.9%






THE ENSIGN GROUP, INC.
RECONCILIATION OF NET INCOME TO EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR
(in thousands)
(Unaudited)
The table below reconciles net income to EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR for the periods presented:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2012
 
2011
 
2012
 
2011
 
(Dollars in thousands)
Consolidated Statements of Income Data:
 
 
 
 
 
 
 
Net income
$
1,665

 
$
10,355

 
$
39,808

 
$
47,675

Net loss attributable to noncontrolling interests
272

 

 
783

 

Interest expense, net
3,015

 
2,938

 
11,974

 
13,529

Provision for income taxes
1,195

 
5,657

 
24,265

 
29,492

Depreciation and amortization
7,319

 
6,502

 
28,464

 
23,286

EBITDA
$
13,466

 
$
25,452

 
$
105,294

 
$
113,982

Facility rent—cost of services
3,256

 
3,345

 
13,319

 
13,725

EBITDAR
$
16,722

 
$
28,797

 
$
118,613

 
$
127,707

 
 
 
 
 
 
 
 
EBITDA
$
13,466

 
$
25,452

 
$
105,294

 
$
113,982

Adjustments to EBITDA:
 
 
 
 
 
 
 
Charge related to the U.S. Government inquiry(a)
15,000

 

 
15,000

 

Legal costs(b)
503

 
780

 
1,945

 
1,544

Settlement of class action lawsuit(c)

 

 
2,596

 

Impairment of goodwill and other indefinite-lived intangibles(d)
2,225

 

 
2,225

 

Urgent care center losses(e)
374

 

 
546

 

Acquisition related costs(f)
20

 
91

 
250

 
452

Costs incurred to recognize income tax credits(g)
153

 

 
591

 

Rent related to non-core businees items above(h)
272

 

 
860

 

Adjusted EBITDA
$
32,013

 
$
26,323

 
$
129,307

 
$
115,978

Facility rent—cost of services
3,256

 
3,345

 
13,319

 
13,725

Less: rent related to non-core business items above(h)
(272
)
 

 
(860
)
 

Adjusted EBITDAR
$
34,997

 
$
29,668

 
$
141,766

 
$
129,703

 
 
 
 
 
 
 
 
(a) Estimated liability related to our efforts to achieve a global, company-wide, resolution of any claims connected to the U.S. Department of Justice (DOJ) investigation.
(b) Legal costs incurred in connection with the ongoing investigation into the billing and reimbursement processes of some our our subsidiaries being conducted by the DOJ.
(c) Settlement of a class action lawsuit regarding minimum staffing requirements in the state of California during the three months ended June 30, 2012.
(d) Impairment charges recorded at DRX, which we attribute to a decline in the estimated fair value of redeemable noncontrolling interest.
(e) Operating losses incurred at newly opened urgent care centers, which are not already excluded through the net loss attributable to noncontrolling interests.
(f) Costs incurred to acquire an operation which are not capitalizable.
(g) Costs incurred to recognize income tax credits which contributed to a decrease in effective tax rate.
(h) Rent related to urgent care operations, not included in item (e) above and straight-line rent amortization at one facility, for which the Company has begun construction activities, but has not commenced operations of a skilled nursing facility.








THE ENSIGN GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
December 31,
 
2012
 
2011
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
40,923

 
$
29,584

Accounts receivable—less allowance for doubtful accounts of $13,811 and $12,782 at December 31, 2012 and 2011, respectively
94,187

 
86,311

Investments—current
5,195

 

Prepaid income taxes
3,787

 
5,882

Prepaid expenses and other current assets
8,636

 
7,667

Deferred tax asset—current
14,871

 
11,195

Total current assets
167,599

 
140,639

Property and equipment, net
447,877

 
403,862

Insurance subsidiary deposits and investments
17,315

 
16,752

Escrow deposits
4,635

 
175

Deferred tax asset
2,234

 
3,514

Restricted and other assets
8,643

 
10,418

Intangible assets, net
9,015

 
2,321

Goodwill
22,656

 
17,177

Other indefinite-lived intangibles
10,888

 
1,481

Total assets
$
690,862

 
$
596,339

Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
26,069

 
$
21,169

Accrued charge related to U.S. Government inquiry
15,000

 

Accrued wages and related liabilities
35,847

 
41,958

Accrued self-insurance liabilities—current
16,034

 
12,369

Other accrued liabilities
21,210

 
18,577

Current maturities of long-term debt
7,187

 
6,314

Total current liabilities
121,347

 
100,387

Long-term debt—less current maturities
200,505

 
181,556

Accrued self-insurance liabilities—less current portion
34,849

 
31,904

Fair value of interest rate swap
2,866

 
2,143

Deferred rent and other long-term liabilities
3,411

 
2,864

Total equity
327,884

 
277,485

Total liabilities and equity
$
690,862

 
$
596,339







THE ENSIGN GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

The following table presents selected data from our condensed consolidated statement of cash flows for the periods presented:
 
Year Ended
December 31,
 
2012
 
2011
 
2010
 
(In thousands)
Net cash provided by operating activities
$
82,050

 
$
72,687

 
$
60,501

Net cash used in investing activities
(84,258
)
 
(156,052
)
 
(57,186
)
Net cash provided by financing activities
13,547

 
40,861

 
29,918

Net increase (decrease) in cash and cash equivalents
11,339

 
(42,504
)
 
33,233

Cash and cash equivalents at beginning of period
29,584

 
72,088

 
38,855

Cash and cash equivalents at end of period
$
40,923

 
$
29,584

 
$
72,088








THE ENSIGN GROUP, INC.
SELECT PERFORMANCE INDICATORS
The following tables summarize our selected performance indicators, along with other statistics, for each of the dates or periods indicated:
 
Three Months Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Revenue
$
211,101

 
$
192,662

 
$
18,439

 
9.6
 %
Number of facilities at period end
108

 
102

 
6

 
5.9
 %
Actual patient days
872,634

 
833,617

 
39,017

 
4.7
 %
Occupancy percentage — Operational beds
78.3
%
 
78.5
%
 
 
 
(0.2
)%
Skilled mix by nursing days
25.9
%
 
24.7
%
 
 
 
1.2
 %
Skilled mix by nursing revenue
49.7
%
 
48.6
%
 
 
 
1.1
 %
 
Three Months Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Revenue
$
141,726

 
$
137,466

 
$
4,260

 
3.1
%
Number of facilities at period end
62

 
62

 

 
%
Actual patient days
537,457

 
536,591

 
866

 
0.2
%
Occupancy percentage — Operational beds
82.0
%
 
81.8
%
 
 
 
0.2
%
Skilled mix by nursing days
29.3
%
 
28.5
%
 
 
 
0.8
%
Skilled mix by nursing revenue
53.9
%
 
52.7
%
 
 
 
1.2
%
 
Three Months Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Revenue
$
38,492

 
$
34,079

 
$
4,413

 
12.9
%
Number of facilities at period end
20

 
20

 

 
%
Actual patient days
169,032

 
159,119

 
9,913

 
6.2
%
Occupancy percentage — Operational beds
76.1
%
 
71.6
%
 
 
 
4.5
%
Skilled mix by nursing days
19.9
%
 
16.9
%
 
 
 
3.0
%
Skilled mix by nursing revenue
40.8
%
 
36.3
%
 
 
 
4.5
%
 
Three Months Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Revenue
$
30,883

 
$
21,117

 
$
9,766

 
NM
Number of facilities at period end
26

 
20

 
6

 
NM
Actual patient days
166,145

 
137,907

 
28,238

 
NM
Occupancy percentage — Operational beds
69.8
%
 
74.6
%
 
 
 
NM
Skilled mix by nursing days
17.8
%
 
15.4
%
 
 
 
NM
Skilled mix by nursing revenue
37.1
%
 
35.3
%
 
 
 
NM
______________________
(1)
Same Facility results represent all facilities purchased prior to January 1, 2009.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2009 to December 31, 2010.
(3)
Recently Acquired Facility (or “Acquisitions”) results represent all facilities purchased on or subsequent to January 1, 2011.





 
Year Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Revenue
$
824,719

 
$
758,277

 
$
66,442

 
8.8
 %
Number of facilities at period end
108

 
102

 
6

 
5.9
 %
Actual patient days
3,452,598

 
3,124,724

 
327,874

 
10.5
 %
Occupancy percentage — Operational beds
79.0
%
 
79.2
%
 
 
 
(0.2
)%
Skilled mix by nursing days
25.9
%
 
25.5
%
 
 
 
0.4
 %
Skilled mix by nursing revenue
50.0
%
 
51.3
%
 
 
 
(1.3
)%
 
Year Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Revenue
$
563,719

 
$
568,087

 
$
(4,368
)
 
(0.8
)%
Number of facilities at period end
62

 
62

 

 
 %
Actual patient days
2,152,011

 
2,137,951

 
14,060

 
0.7
 %
Occupancy percentage — Operational beds
82.7
%
 
82.2
%
 
 
 
0.5
 %
Skilled mix by nursing days
29.5
%
 
29.0
%
 
 
 
0.5
 %
Skilled mix by nursing revenue
54.2
%
 
55.4
%
 
 
 
(1.2
)%
 
Year Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Revenue
$
147,104

 
$
138,521

 
$
8,583

 
6.2
%
Number of facilities at period end
20

 
20

 

 
%
Actual patient days
662,290

 
640,396

 
21,894

 
3.4
%
Occupancy percentage — Operational beds
75.0
%
 
72.7
%
 
 
 
2.3
%
Skilled mix by nursing days
18.3
%
 
16.3
%
 
 
 
2.0
%
Skilled mix by nursing revenue
39.0
%
 
37.3
%
 
 
 
1.7
%
 
Year Ended
December 31,
 
 
 
 
 
2012
 
2011
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Revenue
$
113,896

 
$
51,669

 
$
62,227

 
NM
Number of facilities at period end
26

 
20

 
6

 
NM
Actual patient days
638,297

 
346,377

 
291,920

 
NM
Occupancy percentage — Operational beds
72.1
%
 
74.9
%
 
 
 
NM
Skilled mix by nursing days
17.5
%
 
14.2
%
 
 
 
NM
Skilled mix by nursing revenue
38.2
%
 
34.0
%
 
 
 
NM
______________________
(1)
Same Facility results represent all facilities purchased prior to January 1, 2009.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2009 to December 31, 2010.
(3)
Recently Acquired Facility (or “Acquisitions”) results represent all facilities purchased on or subsequent to January 1, 2011.







THE ENSIGN GROUP, INC.
SKILLED NURSING AVERAGE DAILY REVENUE RATES AND
PERCENT OF SKILLED NURSING REVENUE AND DAYS BY PAYOR
The following table reflects the change in the skilled nursing average daily revenue rates by payor source, excluding services that are not covered by the daily rate:
 
Three Months Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
%
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
Change
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
576.38

 
$
551.16

 
$
486.70

 
$
482.82

 
$
472.44

 
$
460.48

 
$
547.86

 
$
532.66

 
2.9
 %
Managed care
380.85

 
365.18

 
412.58

 
392.99

 
381.03

 
346.85

 
384.89

 
367.46

 
4.7
 %
Other skilled
554.79

 
571.56

 
574.08

 
622.42

 
610.62

 

 
558.50

 
656.84

 
(15.0
)%
Total skilled revenue
496.80

 
486.43

 
470.74

 
465.96

 
462.95

 
444.50

 
489.90

 
485.03

 
1.0
 %
Medicaid
172.72

 
170.75

 
171.56

 
164.47

 
171.89

 
137.96

 
172.38

 
166.10

 
3.8
 %
Private and other payors
195.43

 
191.16

 
157.27

 
172.45

 
167.15

 
160.91

 
179.55

 
178.72

 
0.5
 %
Total skilled nursing revenue
$
269.80

 
$
262.56

 
$
229.00

 
$
216.32

 
$
222.40

 
$
193.32

 
$
255.72

 
$
246.44

 
3.8
 %

 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
%
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
Change
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
564.94

 
$
618.22

 
$
485.07

 
$
522.28

 
$
471.49

 
$
464.57

 
$
541.63

 
$
595.30

 
(9.0
)%
Managed care
377.94

 
367.74

 
408.23

 
415.82

 
400.94

 
408.28

 
382.13

 
372.41

 
2.6
 %
Other skilled
521.11

 
542.93

 
571.97

 
554.10

 
610.62

 

 
528.00

 
564.60

 
(6.5
)%
Total skilled revenue
492.71

 
519.82

 
470.08

 
497.87

 
461.19

 
458.06

 
486.98

 
515.90

 
(5.6
)%
Medicaid
170.76

 
168.36

 
164.91

 
161.43

 
154.04

 
138.48

 
167.78

 
165.11

 
1.6
 %
Private and other payors
196.64

 
188.21

 
167.34

 
173.40

 
165.64

 
158.35

 
181.52

 
179.42

 
1.2
 %
Total skilled nursing revenue
$
268.24

 
$
272.35

 
$
221.20

 
$
218.01

 
$
211.56

 
$
191.02

 
$
252.18

 
$
256.34

 
(1.6
)%






The following tables set forth our percentage of skilled nursing patient revenue and days by payor source for the three months ended December 31, 2012 and 2011:

 
Three Months Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
33.1
%
 
33.9
%
 
25.6
%
 
25.9
%
 
33.7
%
 
31.4
%
 
31.9
%
 
32.4
%
Managed care
16.5

 
14.1

 
11.1

 
8.1

 
3.3

 
3.9

 
14.0

 
12.3

Other skilled
4.3

 
4.7

 
4.1

 
2.3

 
0.1

 

 
3.8

 
3.9

Skilled mix
53.9

 
52.7

 
40.8

 
36.3

 
37.1

 
35.3

 
49.7

 
48.6

Private and other payors
7.2

 
7.1

 
9.4

 
10.4

 
22.2

 
30.0

 
9.3

 
9.5

Quality mix
61.1

 
59.8

 
50.2

 
46.7

 
59.3

 
65.3

 
59.0

 
58.1

Medicaid
38.9

 
40.2

 
49.8

 
53.3

 
40.7

 
34.7

 
41.0

 
41.9

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

 
Three Months Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
15.5
%
 
16.2
%
 
12.0
%
 
11.6
%
 
15.8
%
 
13.2
%
 
14.9
%
 
15.0
%
Managed care
11.7

 
10.1

 
6.2

 
4.4

 
1.9

 
2.2

 
9.3

 
8.2

Other skilled
2.1

 
2.2

 
1.7

 
0.9

 
0.1

 

 
1.7

 
1.5

Skilled mix
29.3

 
28.5

 
19.9

 
16.9

 
17.8

 
15.4

 
25.9

 
24.7

Private and other payors
9.9

 
9.7

 
13.6

 
13.0

 
29.6

 
36.0

 
13.3

 
13.2

Quality mix
39.2

 
38.2

 
33.5

 
29.9

 
47.4

 
51.4

 
39.2

 
37.9

Medicaid
60.8

 
61.8

 
66.5

 
70.1

 
52.6

 
48.6

 
60.8

 
62.1

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%





The following tables set forth our percentage of skilled nursing patient revenue and days by payor source for the years ended December 31, 2012 and 2011:
 
Year Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
34.4
%
 
37.1
%
 
26.3
%
 
28.3
%
 
33.3
%
 
30.5
%
 
32.9
%
 
35.3
%
Managed care
15.6

 
14.7

 
9.4

 
7.5

 
4.9

 
3.5

 
13.4

 
12.9

Other skilled
4.2

 
3.6

 
3.3

 
1.5

 

 

 
3.7

 
3.1

Skilled mix
54.2

 
55.4

 
39.0

 
37.3

 
38.2

 
34.0

 
50.0

 
51.3

Private and other payors
7.1

 
7.1

 
10.3

 
10.6

 
24.9

 
30.3

 
9.5

 
8.8

Quality mix
61.3

 
62.5

 
49.3

 
47.9

 
63.1

 
64.3

 
59.5

 
60.1

Medicaid
38.7

 
37.5

 
50.7

 
52.1

 
36.9

 
35.7

 
40.5

 
39.9

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

 
Year Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
16.3
%
 
16.3
%
 
12.0
%
 
11.8
%
 
14.9
%
 
12.5
%
 
15.3
%
 
15.2
%
Managed care
11.2

 
10.9

 
5.1

 
3.9

 
2.6

 
1.7

 
9.0

 
8.9

Other skilled
2.0

 
1.8

 
1.2

 
0.6

 

 

 
1.6

 
1.4

Skilled mix
29.5

 
29.0

 
18.3

 
16.3

 
17.5

 
14.2

 
25.9

 
25.5

Private and other payors
9.7

 
10.3

 
13.6

 
13.4

 
31.9

 
36.6

 
13.2

 
12.6

Quality mix
39.2

 
39.3

 
31.9

 
29.7

 
49.4

 
50.8

 
39.1

 
38.1

Medicaid
60.8

 
60.7

 
68.1

 
70.3

 
50.6

 
49.2

 
60.9

 
61.9

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%







THE ENSIGN GROUP, INC.
REVENUE BY PAYOR SOURCE
The following table sets forth our total revenue by payor source and as a percentage of total revenue for the periods indicated:
 
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2012
 
2011
 
2010
 
2012
 
2011
 
2010
 
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
 
(Dollars in thousands)
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicaid
 
$
78,113

 
37.0
%
 
$
73,463

 
38.1
%
 
$
66,878

 
38.7
%
 
$
302,046

 
36.6
%
 
$
277,736

 
36.6
%
 
$
259,711

 
40.0
%
Medicare
 
68,863

 
32.6

 
64,386

 
33.4

 
61,194

 
35.4

 
278,578

 
33.8

 
272,283

 
35.9

 
219,217

 
33.7

Medicaid—skilled
 
6,828

 
3.3

 
6,560

 
3.4

 
4,111

 
2.4

 
25,418

 
3.1

 
20,290

 
2.7

 
17,573

 
2.7

Total
 
153,804

 
72.9

 
144,409

 
74.9

 
132,183

 
76.5
%
 
606,042

 
73.5

 
570,309

 
75.2

 
496,501

 
76.4
%
Managed Care
 
28,530

 
13.5

 
22,328

 
11.6

 
22,265

 
12.9

 
106,268

 
12.9

 
94,266

 
12.4

 
84,364

 
13.0

Private and Other
 
28,767

 
13.6

 
25,925

 
13.5

 
18,309

 
10.6

 
112,409

 
13.6

 
93,702

 
12.4

 
68,667

 
10.6

Total revenue
 
$
211,101

 
100.0
%
 
$
192,662

 
100.0
%
 
$
172,757

 
100
%
 
$
824,719

 
100.0
%
 
$
758,277

 
100.0
%
 
$
649,532

 
100
%

Discussion of Non-GAAP Financial Measures

EBITDA consists of net income, adjusted for net losses attributable to noncontrolling interest, 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, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR provides important supplemental information to management and investors to evaluate the Company's 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 Company's 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 Company's Annual Report on Form 10-K filed today with the SEC. The Form 10-K is available on the SEC's website at www.sec.gov or under the “Financial Information” link of the Investor Relations section on Ensign's website at http://www.ensigngroup.net.