Attached files

file filename
8-K - 8-K - ENSIGN GROUP, INCfy2013form8-k.htm


The Ensign Group Reports Record Revenues and Adjusted Earnings of $0.70 per Share; Issues 2014 Guidance

Conference Call and Webcast Scheduled for February 14, 2014 at 10:00 am PT
MISSION VIEJO, California - February 13, 2014 - 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 of 2013.
Quarter Highlights Include:
Adjusted earnings per share climbed 25% sequentially to $0.70 per share for the quarter, and grew 4.5% over the prior year quarter;
Same-store skilled mix days grew by 40 basis points to 28.0% of revenues in the quarter;
Same-store occupancy grew by 41 basis points over the prior year quarter, to 81.3%;
Adjusted consolidated EBITDAR was $40.5 million, an increase of 9.4% over the prior year quarter;
Consolidated revenues were up 12.6% over the prior year quarter to a record $237.0 million, and up 9.9% to a record $904.6 million in the year; and
Same-store revenues increased by $5.7 million or 3.4% over the prior year quarter.

Operating Results

Commenting on the operating results, Ensign’s President and Chief Executive Officer Christopher Christensen said, “We are pleased to report another record quarter with revenues of $237.0 million on a GAAP basis, representing a 12.6% increase over the prior year quarter. This reversal was in spite of the many challenges we faced throughout the year.”

Mr. Christensen added that Management is “likewise pleased to be issuing 2014 annual guidance, with projected revenues of $1.01 billion to $1.025 billion in revenues, with $2.74 to $2.81 in diluted adjusted earnings per share.” He also indicated that Ensign anticipates updating its earnings per share guidance following the previously-announced spin-off transaction, but revenue guidance will not be materially affected. 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 year after year.”
  
Mr. Christensen also acknowledged that, for the first time in Ensign’s history, annual results came in just under management’s guidance for 2013, and added “Even though the improvements in the fourth quarter were significant, they were not quite large enough to make up for our second and third quarter results.” He also affirmed that some of the challenges faced by Ensign in the second and third quarter continued into the fourth quarter, including distractions associated with structuring the spin-off transaction, significant costs surrounding the implementation of our corporate integrity agreement and the short-term earnings drag created by Ensign’s significant growth earlier in the year. Noting a record quarter, he added, “Although many of these challenges remain, our improvement demonstrates that we can do much, much better, and we expect to take the momentum we generated in the fourth quarter into 2014 and beyond.”
  






Suzanne Snapper, Ensign’s Chief Financial Officer, observed that substantial organic upside remains within the company’s existing portfolio. “We have started to see growth in occupancy in our 42 Transitioning and Newly-Acquired Facilities, with an increase of 58 basis points at our Transitioning and Newly-Acquired facilities to 71.1%, and an increase of 120 basis points at our Newly-Acquired Facilities to 65.7%, as compared to the third quarter,” she said. She noted that these improvements, together with the 41 basis point climb in same-store occupancy to 81.3%, grew sequential consolidated occupancy to 78.0%.

Diluted GAAP earnings per share were $0.59 for the quarter, compared to $0.14 per share in the prior year quarter, and $1.16 for the year, compared to $1.91 in 2012. Adjusted non-GAAP earnings for the quarter were $0.70 per diluted share, compared to $0.56 in the third quarter of 2013. Ms. Snapper also noted that the company’s adjusted earnings per share have grown at a rate of almost 15% a year since 2009.
 
During the quarter, the company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of Ensign common stock, an increase from the prior quarterly cash dividend of $0.065 per share. Ensign has been a dividend-paying company since 2002 and has consistently increased its dividend annually.

Ensign’s growing portfolio consists of 119 facilities, nine home health and seven hospice companies, nine urgent care clinics, and an ancillary service provider, all in 11 states. Of the 119 post-acute and seniors housing facilities, 96 are Ensign-owned, and 75 of those are owned free of mortgage debt, with Ensign affiliates holding purchase options on two of Ensign’s 23 leased facilities. Management reaffirmed that Ensign is actively seeking additional opportunities to acquire both well-performing and struggling long-term care, assisted living, seniors housing, home health and hospice operations across the United States. Management also reports that they are seeing an increased number of attractive acquisition opportunities at present, and that they expect to complete additional acquisitions before the end of the first quarter of 2014.
 
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 Adjusted
Management issued 2014 annual guidance, projecting revenues of $1.01 billion to $1.025 billion in revenues, with $2.74 to $2.81 per diluted share for the year. The guidance is based on diluted weighted average common shares outstanding of 22.7 million and assumes, among other things, acquisitions anticipated to be closed by the end of the second quarter, anticipated Medicaid reimbursement rate increases net of provider taxes, and that tax rates do not materially increase. It also excludes acquisition-related costs and amortization costs related to intangible assets acquired, start-up losses at newly-created operations and the impact of the spin-off healthcare and real estate businesses.

CareTrust Update
Management also reported that the planned separation of Ensign’s real estate business from its healthcare operations, which was announced on November 7, 2013, continues to move forward. The spin-off of CareTrust REIT, Inc. will create a separate and independent publicly-traded real estate investment trust which will own, acquire and lease real estate serving the healthcare and seniors housing industries.






Mr. Christensen reiterated that Ensign continues working to ensure that the strategic separation results in two very healthy platforms for growth. Greg Stapley, Ensign’s Executive Vice President and Secretary, who will become the Chief Executive Officer of CareTrust, noted that CareTrust filed its updated registration statement on Form 10 with the Securities and Exchange Commission today, which contains further details on the current format and status of the proposed transaction. Ensign anticipates that the spin-off will be completed early in the second quarter of 2014, but there can be no assurances regarding the final terms and structure of the spin-off or that it will be completed.

Conference Call
A live webcast will be held on Friday, February 14, 2014 at 10:00 a.m. Pacific Time (1:00 p.m. Eastern) to discuss Ensign’s fourth quarter and fiscal 2013 financial results, and Management’s 2014 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 7, 2014.

About EnsignTM 
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 119 post-acute, assisted living and seniors housing facilities, nine home health companies, seven hospice companies, nine 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, and the entry into final settlement documents. 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
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 CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
 
Three Months Ended
December 31, 2013
 
Twelve Months Ended
December 31, 2013
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
 
As Reported
 
Non-GAAP Adj.
 
As Adjusted
Revenue
$
237,008

 
(1,524
)
(9)(10) 
$
235,484

 
$
904,556

 
$
(5,688
)
(9) (10) 
$
898,868

Expense:
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of facility rent, general and administrative and depreciation and amortization expenses shown separately below)
187,843

 
(2,478
)
(1)(2)(9)(10) 
185,365

 
725,989

 
(11,235
)
(1)(2)(9)(10) 
714,754

U.S. Government inquiry settlement

 

 

 
33,000

 
(33,000
)
(4) 

Facility rent—cost of services
3,557

 
(321
)
(5)(6) 
3,236

 
13,613

 
(1,009
)
(5) (6) 
12,604

General and administrative expense
11,782

 
(2,180
)
(3)(7)(8) 
9,602

 
40,103

 
(5,148
)
(3)(7)(8) 
34,955

Depreciation and amortization
8,711

 
(210
)
(11)(12) 
8,501

 
33,909

 
(1,386
)
(11) (12) 
32,523

Total expenses
211,893

 
(5,189
)
 
206,704

 
846,614

 
(51,778
)
 
794,836

Income from operations
25,115

 
3,665

 
28,780

 
57,942

 
46,090

 
104,032

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(3,346
)
 
 
 
(3,346
)
 
(12,787
)
 
 
 
(12,787
)
Interest income
143

 
 
 
143

 
506

 
 
 
506

Other expense, net
(3,203
)
 
 
 
(3,203
)
 
(12,281
)
 
 
 
(12,281
)
Income before provision for income taxes
21,912

 
3,665

 
25,577

 
45,661

 
46,090

 
91,751

Tax Effect on Non-GAAP Adjustments
 
 
1,411

(13) 
 
 
 
 
17,745

(13) 
 
Tax True-up for Effective Tax Rate
 
 
(127
)
(14) 
 
 
 
 
(2,422
)
(14) 
 
Provision for income taxes
8,563

 
1,284

 
9,847

 
20,003

 
15,323

 
35,326

Income from continuing operations
13,349

 
2,381

 
15,730

 
25,658

 
30,767

 
56,425

Loss from discontinued operations, net of income tax benefit

 
 
 

 
(1,804
)
 
 
 
(1,804
)
Net income
13,349

 
2,381

 
15,730

 
23,854

 
30,767

 
54,621

Less: net loss attributable to noncontrolling interests
(7
)
 
 
 
(7
)
 
(186
)
 
 
 
(186
)
Net income attributable to The Ensign Group, Inc.
$
13,356

 
$
2,381

 
$
15,737

 
$
24,040

 
$
30,767

 
$
54,807

Attributable to The Ensign Group, Inc.
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
13,356

 
2,381

 
15,737

 
24,040

 
30,767

 
54,807

Loss from discontinued operations, net of income tax benefit

 
 
 

 
(1,804
)
 
 
 
(1,804
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
13,356

 
$
2,381

 
$
15,737

 
$
25,844

 
$
30,767

 
$
56,611

Net income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
$
0.61

 
 
 
$
0.71

 
$
1.10

 
 
 
$
2.50

Loss from discontinued operations, net of income tax benefit

 
 
 

 
(0.08
)
 
 
 
$
(0.08
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.61

 
 
 
$
0.71

 
$
1.18

 
 
 
$
2.58

Diluted:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
$
0.59

 
 
 
$
0.70

 
$
1.07

 
 
 
$
2.45

Loss from discontinued operations, net of income tax benefit

 
 
 

 
(0.09
)
 
 
 
$
(0.08
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.59

 
 
 
$
0.70

 
$
1.16

 
 
 
$
2.53

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
22,028

 
 
 
22,028

 
21,900

 
 
 
21,900

Diluted
22,507

 
 
 
22,507

 
22,364

 
 
 
22,364

 
 
 
 
 
 
 
 
 
 
 
 

(1)
Represents acquisition-related costs of $10 and $288 for the three and year ended December 31, 2013.
(2)
Represents costs of $42 and $145 for the three and year ended December 31, 2013, incurred to recognize income tax credits.
(3)
Represents additional costs incurred related to a class action lawsuit settlement of $0 and $1,524 for the three and year ended December 31, 2013.
(4)
Charges 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 straight-line rent amortization for the first six months of 2013 for one newly constructed facility which began operations during the first quarter of 2013. This facility began operating at full capacity during the third quarter and therefore, third and fourth quarter results were not included in the three or year ended periods above.
(6)
Represents straight-line rent amortization for newly opened urgent care centers.
(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 DOJ.
(8)
Represents expenses incurred in connection with the Company's proposed spin-off of its real estate assets to a newly formed publicly traded real estate investment trust (REIT).
(9)
Represents revenues and expenses incurred at newly opened urgent care centers, less rent expense recognized in note (6) above and depreciation expense recognized in note (11) below.
(10)
Represents revenues and expenses incurred for the first six months of 2013 at one newly constructed facility which began operations during the first quarter of 2013, less rent expense recognized in note (5) above and depreciation expense recognized in Note (12) below. This facility began operating at full capacity during the third quarter and therefore, third and fourth quarter results were not included in the three or year ended periods above.
(11)
Represents depreciation expense at newly opened urgent care centers and amortization costs related to patient base intangible assets at skilled nursing and assisted living facilities 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.
(12)
Represents depreciation expense for the first six months of 2013 at one newly constructed facility which began operations in the first quarter of 2013. This facility began operating at full capacity during the third quarter and therefore, third and fourth quarter results were not included in the three or year end periods above.
(13)
Represents the tax impact of non-GAAP adjustments noted in (1) – (12) at the Company’s year to date effective tax rate of 38.5% for the three and year ended December 31, 2013.
(14)
Represents an adjustment to the provision for income taxes to our current year to date effective rate to 40.9% and 37.9% for the three and year ended December 31, 2013.






THE ENSIGN GROUP, INC.
GAAP and ADJUSTED CONDENSED CONSOLIDATED STATEMENT OF INCOME
Adjusted to Reflect Discontinued Operations
(In thousands, except per share data)
 
Three Months Ended
December 31, 2012
 
Year Ended
December 31, 2012
 
As Reported Including
Discontinued Operations
 
Non-GAAP Adj.
 
As Adjusted
 
As Reported Including
Discontinued Operations
 
Non-GAAP Adj.
 
As Adjusted
Revenue
$
210,505

 
(79
)
(9) 
$
210,426

 
$
823,155

 
(79
)
(9) 
$
823,076

Expense:
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of facility rent, general and administrative and depreciation and amortization expense shown separately below)
169,133

 
(3,077
)
(1)(2)(5)(9) 
166,056

 
656,424

 
(6,641
)
(1)(2)(3)(5)(9) 
649,783

Charges related to U.S. Government inquiries
15,000

 
(15,000
)
(4) 

 
15,000

 
(15,000
)
(4) 

Facility rent—cost of services
3,247

 
(272
)
(6)(9) 
2,975

 
13,281

 
(860
)
(6)(9) 
12,421

General and administrative expense
7,886

 
(503
)
(7) 
7,383

 
31,819

 
(1,945
)
(7) 
29,874

Depreciation and amortization
7,287

 
(50
)
(8)(9) 
7,237

 
28,358

 
(501
)
(8)(9) 
27,857

Total expenses
202,553

 
(18,902
)
 
183,651

 
744,882

 
(24,947
)
 
719,935

Income from operations
7,952

 
18,823

 
26,775

 
78,273

 
24,868

 
103,141

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
4,937

 
18,823

 
23,760

 
66,299

 
24,868

 
91,167

Tax impact of non-GAAP adjustments
 
 
7,134

(10) 
 
 
 
 
9,425

(10) 
 
Tax true-up for effective tax rate
 
 
(149
)
(11) 
 
 
 
 
 
 
 
Provision for income taxes
2,020

 
6,985

 
9,005

 
25,134

 
9,425

 
34,559

Income from continuing operations
2,917

 
11,838

 
14,755

 
41,165

 
15,443

 
56,608

Loss from discontinued operations, net of income tax
(1,252
)
 
 
 
(1,252
)
 
(1,357
)
 
 
 
(1,357
)
Net income
1,665

 
11,838

 
13,503

 
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

 
$
11,612

 
$
13,549

 
$
40,591

 
$
15,089

 
$
55,680

Attributable to The Ensign Group, Inc.
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
1,937

 
11,612

 
13,549

 
40,591

 
15,089

 
55,680

Loss from discontinued operations, net of income tax
(1,252
)
 
 
 
(1,252
)
 
(1,357
)
 
 
 
(1,357
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
3,189

 
$
11,612

 
$
14,801

 
$
41,948

 
$
15,089

 
$
57,037

Net income per share
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
0.09

 
 
 
0.63

 
1.89

 
 
 
2.60

Loss from discontinued operations, net of income tax
(0.06
)
 
 
 
(0.06
)
 
(0.07
)
 
 
 
(0.06
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.15

 
 
 
$
0.69

 
$
1.96

 
 
 
$
2.66

Diluted:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to The Ensign Group, Inc.
0.09

 
 
 
0.61

 
1.85

 
 
 
2.54

Loss from discontinued operations, net of income tax benefit
(0.05
)
 
 
 
(0.06
)
 
(0.06
)
 
 
 
(0.06
)
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.14

 
 
 
$
0.67

 
$
1.91

 
 
 
$
2.60

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 recognized income tax credits which contributed to the decrease in the Company's 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 its 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 had 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) - (7) at a normalized rate of 37.9%.
(11)
Represents an adjustment to the provision for income taxes to our effective tax rate of 37.9%.






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, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR for the periods presented:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Consolidated statements of income Data:
 
 
 
 
 
 
 
Net income
$
13,349

 
$
1,665

 
$
23,854

 
$
39,808

Net loss attributable to noncontrolling interests
7

 
272

 
186

 
783

Loss from discontinued operations

 
1,252

 
1,804

 
1,357

Interest expense, net
3,203

 
3,015

 
12,281

 
11,974

Provision for income taxes
8,563

 
2,020

 
20,003

 
25,134

Depreciation and amortization
8,711

 
7,287

 
33,909

 
28,358

EBITDA
33,833

 
15,511

 
92,037

 
107,414

Facility rent—cost of services
3,557

 
3,247

 
13,613

 
13,281

EBITDAR
37,390

 
18,758

 
105,650

 
120,695

 
 
 

 
 
 
 
EBITDA
33,833

 
15,511

 
92,037

 
107,414

Charge related to the U.S. Government inquiry(a)

 
15,000

 
33,000

 
15,000

Expenses related to the Spin-Off(b)
2,192

 

 
4,050

 

Legal costs(c)
(13
)
 
504

 
1,098

 
1,945

Settlement of class action lawsuit(d)

 

 
1,524

 
2,596

Impairment of goodwill and other indefinite-lived intangibles
490

 
2,225

 
490

 
2,225

Urgent care center losses(e)
406

 
374

 
1,844

 
546

Losses at skilled nursing facility not at full operation(f)

 

 
1,256

 

Acquisition related costs(g)
10

 
20

 
288

 
250

Costs incurred to recognize income tax credits(h)
42

 
152

 
145

 
591

Rent related to non-core business items above(i)
322

 
272

 
1,009

 
860

Adjusted EBITDA
37,282

 
34,058

 
136,741

 
131,427

Facility rent—cost of services
3,557

 
3,247

 
13,613

 
13,281

Less: rent related to non-core business items above(i)
(322
)
 
(272
)
 
(1,009
)
 
(860
)
Adjusted EBITDAR
$
40,517

 
$
37,033

 
$
149,345

 
$
143,848

_______________________
(a)
Charges 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)
Expenses incurred in connection with the Company's proposed spin-off of its real estate assets to a newly formed publicly traded real estate investment trust (REIT).
(c)
Legal costs incurred in connection with the DOJ settlement.
(d)
Settlement of a class action lawsuit regarding minimum staffing requirements in the state of California.
(e)
Losses incurred at newly opened urgent care centers, excluding rent, depreciation, interest and income taxes.
(f)
Losses incurred through the second quarter at one newly constructed skilled nursing facility which began operations during the first quarter of 2013, excluding rent, depreciation, interest and income taxes. The facility began running at full capacity during the third quarter of 2013, and therefore, results for the third and fourth quarter were not included in the results above.
(g)
Costs incurred to acquire an operation which are not capitalizable.
(h)
Costs incurred to recognize income tax credits which contributed to a decrease in effective tax rate.
(i)
Rent related to newly opened urgent care centers and one newly constructed skilled nursing facility which began operations during the first quarter of 2013, not included in items (e) and (f) above.






THE ENSIGN GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
December 31,
 
December 31,
 
2013
 
2012
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
65,755

 
$
40,685

Accounts receivable — less allowance for doubtful accounts of $16,540 and $13,811 at December 31, 2013 and December 31, 2012, respectively
111,370

 
94,187

Investments — current
5,511

 
5,195

Prepaid income taxes
9,915

 
3,787

Prepaid expenses and other current assets
9,213

 
8,606

Deferred tax asset — current
9,232

 
14,871

Assets held for sale — current

 
268

Total current assets
210,996

 
167,599

Property and equipment, net
479,770

 
447,855

Insurance subsidiary deposits and investments
16,888

 
17,315

Escrow deposits
1,000

 
4,635

Deferred tax asset
4,464

 
2,234

Restricted and other assets
9,804

 
8,640

Intangible assets, net
5,718

 
6,115

Long-term assets held for sale

 
11,324

Goodwill
23,935

 
21,557

Other indefinite-lived intangibles
7,740

 
3,588

Total assets
$
760,315

 
$
690,862

 
 
 
 
Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
23,793

 
$
26,069

Accrued charge related to U.S. Government inquiry

 
15,000

Accrued wages and related liabilities
40,093

 
35,847

Accrued self-insurance liabilities — current
15,461

 
16,034

Liabilities held for sale — current

 
339

Other accrued liabilities
25,698

 
20,871

Current maturities of long-term debt
7,411

 
7,187

Total current liabilities
112,456

 
121,347

Long-term debt — less current maturities
251,895

 
200,505

Accrued self-insurance liabilities — less current portion
33,642

 
34,849

Fair value of interest rate swap
1,828

 
2,866

Long-term liabilities held for sale

 
130

Deferred rent and other long-term liabilities
3,237

 
3,281

Total equity
357,257

 
327,884

Total liabilities and equity
$
760,315

 
$
690,862









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

The following table presents selected data from our consolidated statements of cash flows for the periods presented:
 
Year Ended
December 31,
 
2013
 
2012
Net cash provided by operating activities
$
37,424

 
$
82,050

Net cash used in investing activities
(65,235
)
 
(84,496
)
Net cash provided by financing activities
52,881

 
13,547

Net increase in cash and cash equivalents
25,070

 
11,101

Cash and cash equivalents beginning of period
40,685

 
29,584

Cash and cash equivalents end of period
$
65,755

 
$
40,685








THE ENSIGN GROUP, INC.
SELECT PERFORMANCE INDICATORS
(Unaudited)

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,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Revenue
$
237,008

 
$
210,505

 
$
26,503

 
12.6
 %
Number of facilities at period end
119

 
108

 
11

 
10.2
 %
Actual patient days
947,138

 
872,634

 
74,504

 
8.5
 %
Occupancy percentage — Operational beds
78.0
%
 
78.3
%
 
 
 
(0.3
)%
Skilled mix by nursing days
26.0
%
 
25.9
%
 
 
 
0.1
 %
Skilled mix by nursing revenue
49.1
%
 
49.7
%
 
 
 
(0.6
)%
 
Three Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results:(1)
 
 
 
 
 
 
 
Revenue
$
174,913

 
$
169,214

 
$
5,699

 
3.4
 %
Number of facilities at period end
77

 
77

 

 
 %
Actual patient days
664,098

 
661,257

 
2,841

 
0.4
 %
Occupancy percentage — Operational beds
81.3
%
 
80.9
%
 
 
 
0.4
 %
Skilled mix by nursing days
28.0
%
 
27.6
%
 
 
 
0.4
 %
Skilled mix by nursing revenue
50.9
%
 
52.1
%
 
 
 
(1.2
)%
 
Three Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results:(2)
 
 
 
 
 
 
 
Revenue
$
36,377

 
$
34,869

 
$
1,508

 
4.3
%
Number of facilities at period end
25

 
25

 

 
%
Actual patient days
183,922

 
182,738

 
1,184

 
0.6
%
Occupancy percentage — Operational beds
74.4
%
 
73.9
%
 
 
 
0.5
%
Skilled mix by nursing days
19.5
%
 
18.8
%
 
 
 
0.7
%
Skilled mix by nursing revenue
41.8
%
 
38.8
%
 
 
 
3.0
%
 
Three Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results:(3)
 
 
 
 
 
 
 
Revenue
$
25,718

 
$
6,422

 
$
19,296

 
NM
Number of facilities at period end
17

 
6

 
11

 
NM
Actual patient days
99,118

 
28,639

 
70,479

 
NM
Occupancy percentage — Operational beds
65.7
%
 
56.8
%
 
 
 
NM
Skilled mix by nursing days
19.1
%
 
14.0
%
 
 
 
NM
Skilled mix by nursing revenue
40.9
%
 
23.5
%
 
 
 
NM
_______________________
(1)
Same Facility results represent all facilities purchased prior to January 1, 2010.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2010 to December 31, 2011.
(3)
Recently Acquired Facility (or “Acquisitions”) results represent all facilities purchased on or subsequent to January 1, 2012.






 
Twelve Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Revenue
$
904,556

 
$
823,155

 
$
81,401

 
9.9
 %
Number of facilities at period end
119

 
108

 
11

 
10.2
 %
Actual patient days
3,648,651

 
3,452,598

 
196,053

 
5.7
 %
Occupancy percentage — Operational beds
77.5
%
 
79.0
%
 
 
 
(1.5
)%
Skilled mix by nursing days
26.4
%
 
25.9
%
 
 
 
0.5
 %
Skilled mix by nursing revenue
50.0
%
 
50.0
%
 
 
 
 %
 
Twelve Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results:(1)
 
 
 
 
 
 
 
Revenue
$
679,610

 
$
670,747

 
$
8,863

 
1.3
 %
Number of facilities at period end
77

 
77

 

 
 %
Actual patient days
2,618,541

 
2,638,029

 
(19,488
)
 
(0.7
)%
Occupancy percentage — Operational beds
80.8
%
 
81.2
%
 
 
 
(0.4
)%
Skilled mix by nursing days
28.3
%
 
27.5
%
 
 
 
0.8
 %
Skilled mix by nursing revenue
52.1
%
 
52.0
%
 
 
 
0.1
 %
 
Twelve Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results:(2)
 
 
 
 
 
 
 
Revenue
$
141,180

 
$
135,639

 
$
5,541

 
4.1
 %
Number of facilities at period end
25

 
25

 

 
 %
Actual patient days
724,243

 
736,995

 
(12,752
)
 
(1.7
)%
Occupancy percentage — Operational beds
73.8
%
 
74.9
%
 
 
 
(1.1
)%
Skilled mix by nursing days
20.2
%
 
18.2
%
 
 
 
2.0
 %
Skilled mix by nursing revenue
42.0
%
 
39.2
%
 
 
 
2.8
 %
 
Twelve Months Ended
December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results:(3)
 
 
 
 
 
 
 
Revenue
$
83,766

 
$
16,769

 
$
66,997

 
NM
Number of facilities at period end
17

 
6

 
11

 
NM
Actual patient days
305,867

 
77,574

 
228,293

 
NM
Occupancy percentage — Operational beds
62.7
%
 
55.5
%
 
 
 
NM
Skilled mix by nursing days
18.0
%
 
11.2
%
 
 
 
NM
Skilled mix by nursing revenue
38.1
%
 
20.9
%
 
 
 
NM
_______________________
(1)
Same Facility results represent all facilities purchased prior to January 1, 2010.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2010 to December 31, 2011.
(3)
Recently Acquired Facility (or “Acquisitions”) results represent all facilities purchased on or subsequent to January 1, 2012.






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 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
 
%
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
Change
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
572.28

 
$
565.15

 
$
487.50

 
$
474.63

 
$
468.45

 
$
424.77

 
$
552.37

 
$
547.86

 
0.8
 %
Managed care
404.54

 
399.71

 
397.83

 
389.83

 
461.24

 
264.91

 
408.26

 
399.25

 
2.3
 %
Other skilled
432.46

 
451.81

 
723.71

 
439.00

 
253.00

 

 
439.21

 
451.60

 
(2.7
)%
Total skilled revenue
494.98

 
494.30

 
478.68

 
461.54

 
465.23

 
425.53

 
491.43

 
489.90

 
0.3
 %
Medicaid
184.47

 
170.42

 
159.06

 
169.56

 
159.31

 
235.97

 
179.18

 
172.38

 
3.9
 %
Private and other payors
190.34

 
185.72

 
165.11

 
167.11

 
155.97

 
170.02

 
179.57

 
179.55

 
 %
Total skilled nursing revenue
$
271.91

 
$
261.30

 
$
222.99

 
$
223.84

 
$
217.12

 
$
254.16

 
$
260.54

 
$
255.72

 
1.9
 %

 
Twelve Months Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
%
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
Change
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
564.45

 
$
555.44

 
$
474.16

 
$
471.25

 
$
461.98

 
$
418.73

 
$
544.51

 
$
541.63

 
0.5
 %
Managed care
398.86

 
391.08

 
378.70

 
395.32

 
458.55

 
427.52

 
400.44

 
391.32

 
2.3
 %
Other skilled
455.88

 
457.58

 
708.32

 
529.85

 
253.00

 

 
460.76

 
458.67

 
0.5
 %
Total skilled revenue
492.13

 
490.63

 
462.86

 
460.25

 
460.78

 
418.88

 
487.53

 
486.98

 
0.1
 %
Medicaid
176.97

 
168.85

 
158.45

 
155.16

 
167.26

 
204.57

 
174.04

 
167.78

 
3.7
 %
Private and other payors
188.44

 
189.62

 
167.45

 
165.93

 
154.87

 
168.26

 
179.40

 
181.52

 
(1.2
)%
Total skilled nursing revenue
$
267.38

 
$
259.48

 
$
222.39

 
$
213.93

 
$
218.10

 
$
223.11

 
$
257.67

 
$
252.18

 
2.2
 %






The following tables set forth our percentage of skilled nursing patient revenue and days by payor source for the three months ended December 31, 2013 and 2012:
 
Three Months Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
30.5
%
 
31.9
%
 
34.4
%
 
33.4
%
 
25.6
%
 
23.5
 %
 
30.6
%
 
31.8
%
Managed care
14.8

 
14.7

 
5.8

 
4.8

 
15.2

 
(0.1
)
 
13.8

 
13.1

Other skilled
5.6

 
5.5

 
1.6

 
0.6

 
0.1

 

 
4.7

 
4.8

Skilled mix
50.9

 
52.1

 
41.8

 
38.8

 
40.9

 
23.4

 
49.1

 
49.7

Private and other payors
7.6

 
7.6

 
21.0

 
21.3

 
12.4

 
8.5

 
9.5

 
9.3

Quality mix
58.5

 
59.7

 
62.8

 
60.1

 
53.3

 
31.9

 
58.6

 
59.0

Medicaid
41.5

 
40.3

 
37.2

 
39.9

 
46.7

 
68.1

 
41.4

 
41.0

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
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
14.6
%
 
14.8
%
 
15.8
%
 
15.7
%
 
11.9
%
 
14.1
 %
 
14.4
%
 
14.8
%
Managed care
9.9

 
9.6

 
3.2

 
2.8

 
7.2

 
(0.1
)
 
8.8

 
8.4

Other skilled
3.5

 
3.2

 
0.5

 
0.3

 

 

 
2.8

 
2.7

Skilled mix
28.0

 
27.6

 
19.5

 
18.8

 
19.1

 
14.0

 
26.0

 
25.9

Private and other payors
10.8

 
10.6

 
28.4

 
28.5

 
17.2

 
12.7

 
13.8

 
13.3

Quality mix
38.8

 
38.2

 
47.9

 
47.3

 
36.3

 
26.7

 
39.8

 
39.2

Medicaid
61.2

 
61.8

 
52.1

 
52.7

 
63.7

 
73.3

 
60.2

 
60.8

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 year ended December 31, 2013 and 2012:
 
Twelve Months Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
31.3
%
 
33.0
%
 
35.1
%
 
33.3
%
 
26.6
%
 
20.6
%
 
31.4
%
 
32.9
%
Managed care
15.2

 
13.7

 
5.7

 
5.3

 
11.5

 
0.3

 
13.9

 
12.4

Other skilled
5.6

 
5.3

 
1.2

 
0.6

 

 

 
4.7

 
4.7

Skilled mix
52.1

 
52.0

 
42.0

 
39.2

 
38.1

 
20.9

 
50.0

 
50.0

Private and other payors
7.5

 
7.6

 
21.4

 
22.6

 
12.1

 
11.2

 
9.5

 
9.5

Quality mix
59.6

 
59.6

 
63.4

 
61.8

 
50.2

 
32.1

 
59.5

 
59.5

Medicaid
40.4

 
40.4

 
36.6

 
38.2

 
49.8

 
67.9

 
40.5

 
40.5

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
Twelve Months Ended
December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
14.8
%
 
15.4
%
 
16.5
%
 
15.1
%
 
12.6
%
 
11.0
%
 
14.8
%
 
15.3
%
Managed care
10.2

 
9.1

 
3.3

 
2.8

 
5.4

 
0.2

 
8.9

 
8.0

Other skilled
3.3

 
3.0

 
0.4

 
0.3

 

 

 
2.7

 
2.6

Skilled mix
28.3

 
27.5

 
20.2

 
18.2

 
18.0

 
11.2

 
26.4

 
25.9

Private and other payors
10.7

 
10.4

 
28.4

 
29.2

 
17.0

 
14.7

 
13.7

 
13.2

Quality mix
39.0

 
37.9

 
48.6

 
47.4

 
35.0

 
25.9

 
40.1

 
39.1

Medicaid
61.0

 
62.1

 
51.4

 
52.6

 
65.0

 
74.1

 
59.9

 
60.9

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,
 
Twelve Months Ended
December 31,
 
 
2013
 
2012
 
2013
 
2012
 
 
$
 
%
 
$
 
%
 
$
 
%
 
$
 
%
 
 
(Dollars in thousands)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicaid
 
$
86,502

 
36.5
%
 
$
78,112

 
37.1
%
 
$
323,803

 
35.8
%
 
$
302,046

 
36.7
%
Medicare
 
74,703

 
31.5

 
68,863

 
32.7

 
292,917

 
32.4

 
278,578

 
33.8

Medicaid-skilled
 
9,469

 
4.0

 
8,690

 
4.1

 
36,085

 
4.0

 
33,031

 
4.0

Total
 
170,674

 
72.0

 
155,665

 
73.9

 
652,805

 
72.2

 
613,655

 
74.5

Managed care
 
30,722

 
13.0

 
26,668

 
12.7

 
118,168

 
13.1

 
98,655

 
12.0

Private and other(1)
 
35,612

 
15.0

 
28,172

 
13.4

 
133,583

 
14.7

 
110,845

 
13.5

Total revenue
 
$
237,008

 
100.0
%
 
$
210,505

 
100.0
%
 
$
904,556

 
100.0
%
 
$
823,155

 
100.0
%
(1) Private and other payors includes revenue from urgent care centers and other ancillary businesses.

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. Adjusted EBITDA consists of net income before (a) interest expense, net, (b) provisions for income taxes, (c) depreciation and amortization, and, (d) discontinued operations, (e) development and operational losses associated with newly-developed operations which have not achieved stabilization, (f) impairment charges, (g) charges related to the DOJ settlement, (h) expenses incurred in connection with the Company’s proposed spin-off of real estate assets, (i) settlement of a class action lawsuit and (j) normalized tax rate. Adjusted 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, (e) , discontinued operations, (f) development and operational losses associated with newly-developed operations which have not achieved stabilization, (g) impairment charges, (h) charges related to the DOJ settlement, (i) expenses incurred in connection with the Company’s proposed spin-off of real estate assets, (j) settlement of a class action lawsuit and (k) normalized tax rate. The company believes that the presentation of EBITDA, EBITDAR, adjusted EBITDA, adjusted EBITDAR, adjusted net income and adjusted earnings per share provides important supplemental information to management and investors to evaluate the company’s operating performance. The company believes disclosure of adjusted net income per share, EBITDA, EBITDAR, adjusted EBITDA and adjusted EBITDAR has economic substance because the excluded revenues and expenses are infrequent in nature and are variable in nature, or do not represent current revenues or 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 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.