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8-K - 8-K - ENSIGN GROUP, INCq12017form8-k.htm


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May 1, 2017

The Ensign Group Reports First Quarter 2017 Results

Conference Call and Webcast Scheduled for Today, May 1, 2017 at 10:00am PT

MISSION VIEJO, Calif., May 01, 2017 (GLOBE NEWSWIRE) -- The Ensign Group, Inc. (Nasdaq:ENSG), the parent company of the Ensign™ group of skilled nursing, rehabilitative care services, home health, home care, hospice care and assisted living companies, today announced its operating results for the first quarter of 2017, reporting GAAP diluted earnings per share for the quarter of $0.05 and adjusted earnings per share of $0.34 for the quarter(1).

Quarter Highlights Include:

Same store skilled mix revenue grew by 5.1% over the prior quarter to $120.9 million and same store skilled mix as a percentage of revenue for all segments grew by 154 basis points to 52.0%;
Same store managed care revenue for the transitional and skilled nursing segment grew by 11.0% over the prior quarter to $42.1 million, and same store managed care census grew by 11.8% over the prior quarter;
Transitioning skilled mix revenue grew by 6.4% over the prior quarter to $43.8 million and transitioning skilled mix as a percentage of revenue for all segments grew by 97 basis points to 57.0%;
Transitioning managed care census for the skilled nursing segment grew by 10.3% over the prior quarter and transitioning Medicare census grew by 10.9% over the prior quarter;
Bridgestone Living LLC, our assisted and independent living subsidiary, grew its segment revenue by $2.2 million or 7.2%, segment income by $1.2 million or 36.2% and EBITDA by $1.74 million or 40.2%, all over the prior year quarter;
Cornerstone Healthcare, Inc., our home health and hospice subsidiary, grew its segment income by 35.2% over the prior quarter to $4.3 million and revenue by $5.5 million to $32.1 million for the quarter, an increase of 20.5% over the prior year quarter;
Consolidated GAAP Net Income for the quarter was $2.8 million and consolidated adjusted Net Income was $17.9 million, an increase of 14.7% over the prior quarter (1); and
GAAP diluted earnings per share were $0.05 and fully diluted adjusted earnings per share were $0.34 for the quarter.

(1) See "Reconciliation of GAAP to Non-GAAP Financial Information".

Operating Results

"We are very encouraged by the results our skilled nursing operators achieved during the quarter as we are beginning to see an upward trend in our same store, transitioning and newly acquired buckets," said Ensign's President and Chief Executive Officer Christopher Christensen.  "We are also very impressed by the continued successes of our new ventures. Our home health, hospice, assisted living and other new venture leaders have helped us enhance our post-acute care services and have strengthened the organization both clinically and financially," he added.

Noting that Ensign's adjusted earnings per share was $0.34 for the quarter, Mr. Christensen reported that the Company saw increases in same store occupancy of 89 basis points over the prior quarter, including in Utah and Texas.  He also noted that the improvements are in the very early stages of what the Company expects to achieve over the course of the year and into next.

"We'd also like to remind you that we have 99 recently acquired and transitioning operations as of May 1, 2017, which is the largest number of operations in those buckets in the organization's history.  While we are pleased with the first quarter contribution of some of our recently acquired operations, the majority of our newer operations are in the very early stages of the transition process."  He noted that the skilled nursing operations in the recently acquired bucket have an average occupancy of 65.9%, which is substantially below the average occupancy for facilities acquired prior to January 1, 2011 of 80.8%.  "With many of the challenges from 2016 behind us, we expect our newly acquired operations, including the Legend portfolio, to continue the momentum created during the quarter and that each will make a meaningful contribution to the bottom line in the latter half of 2017 and beyond," he added. 






Chief Financial Officer Suzanne Snapper reported that "in an effort to provide additional detail regarding our financial performance within our skilled nursing segment for the quarter, we have added additional disclosures with respect to our first quarter 2017 results as compared to the fourth quarter 2016 results.  While we do not undertake to provide prior quarter comparisons in every quarter, we believe that this disclosure will demonstrate the improvements."

Ms. Snapper also noted that consolidated revenues for the quarter were up 15.3% over the prior quarter to a record $441.7 million, GAAP EBITDAR for the quarter was $49.9 million and consolidated adjusted EBITDAR for the quarter was $68.7 million, an increase of 9.7% over the prior quarter.  She also indicated that the GAAP results for the quarter were significantly impacted by certain unique expenses Ensign incurred during the quarter, including the losses related to certain facility closures and a class action settlement, which Ensign did not incur in the prior year.

"Our balance sheet remained strong, with approximately $193.0 million of availability on our $300 million revolving line of credit as of March 31, 2017, which also has a built-in expansion option, and 48 unlevered real estate assets that add additional liquidity," Ms. Snapper said. She also reported that as of March 31, 2017 the company had $31.5 million in cash on hand.

GAAP diluted earnings per share were $0.05 and fully diluted adjusted earnings per share were $0.34 for the quarter.  GAAP net income was $2.8 million and adjusted net income was $17.9 million. 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-Q, which was filed with the SEC today and can be viewed on the Company's website at  http://investor.ensigngroup.net.

Quarter Highlights

During the quarter, the Company paid a quarterly cash dividend of $0.0425 per share of Ensign common stock. Ensign has been a dividend-paying company since 2002 and has increased its dividend every year for 14 years.

Also during the quarter and since, the company announced the following acquisitions:

On February 1, 2017, Parklane West Healthcare Center, a 124-bed skilled nursing and 9-unit assisted living facility in San Antonio, Texas;
On March 1, 2017, Hospice of the Pines, a hospice provider serving Prescott, Sedona, Cottonwood, Dewey and other communities across Yavapai County, Arizona;
On March 17, 2017,  Desert View Senior Living, a 100-unit assisted living and memory care facility in Las Vegas, Nevada, subject to a long-term lease;
On April 1, 2017, Rehabilitation Center of Des Moines, a 74-bed skilled nursing operation in Des Moines, Iowa; and
On May 1, 2017, Meadow View Nursing and Rehabilitation, a 112-bed skilled nursing facility in Nampa, Idaho and Utah Valley Healthcare and Rehabilitation, a 99-bed skilled nursing facility in Provo, Utah.

In addition, during the quarter Ensign subsidiaries began operating two newly-constructed skilled nursing facilities pursuant to a sublease with Legend Healthcare.  Both facilities were under development at the time of the Legend acquisition in May of 2016 and were part of Ensign's acquisition of Legend's operations. Each of these subleased facilities are expected to be purchased by National Health Investors Inc. ("NHI") in 2018 and will be added to the NHI master lease upon the consummation of the purchase by NHI.

The Company also announced during the quarter that it entered into definitive agreements to simultaneously sell and lease two skilled nursing facilities and one assisted living community to Mainstreet Health Investments Inc. (TSX:HLP.U) ("MHI").  Upon closing the transaction, Ensign will lease the properties from MHI under a triple-net master lease with an initial 20 year term and CPI-based annual escalators. The properties are located within high-density neighborhoods of the Los Angeles and Phoenix metro markets and have been owned and operated by Ensign for many years. Simultaneously, MHI has agreed to release Ensign from its lease obligations on three transitional care facilities in Kansas and Texas that are currently under development.

"This transaction not only demonstrates the significant value inherent in our owned real estate, but it also shows that we have several levers we can pull to strengthen our already healthy balance sheet," said Christopher Christensen, Ensign's President and Chief Executive Officer. "As with the spin-off transaction that we completed in June 2014, we took a very conservative approach to both the sale price and the lease structure. We are very excited to capture some of the value we've created in these real estate





assets while simultaneously ensuring that we will continue serving each of these communities for decades to come," he said, noting that the anticipated lease to EBITDAR ratios will exceed two times as of the commencement date.  The proposed transaction is subject to certain closing conditions and it is anticipated to close before the end of the second quarter. 

Upon closing the sale leaseback transaction, the number of Healthcare Resorts that are currently operated by an Ensign subsidiary, and were developed by Mainstreet Property Group ("MPG"), will include five in Kansas, one in Texas and one in Colorado.  In addition, Ensign affiliates will no longer have any outstanding lease obligations with MHI or MPG with respect to facilities under development.

Ensign affiliates now own the real estate of 53 of the 215 healthcare facilities within the portfolio, with twenty hospice agencies, seventeen home health agencies and three home care businesses in 14 states.  Mr. Christensen reaffirmed that Ensign continues to actively seek transactions to acquire real estate and to lease both well-performing and struggling skilled nursing, assisted living and other healthcare related businesses in new and existing markets.

Conference Call

A live webcast will be held today, Monday, May 1, 2017 at 10:00 a.m. Pacific time (1:00 p.m. Eastern time) to discuss Ensign's first 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 Relations section of Ensign's 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, May 26, 2017.

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 and healthcare services at 215 healthcare facilities, twenty hospice agencies, seventeen home health agencies and three home care businesses in California, Arizona, Texas, Washington, Utah, Idaho, Colorado, Nevada, Iowa, Nebraska, Oregon, Wisconsin, Kansas and South Carolina.  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 terms, are not meant to imply that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the operations, 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 acquisition activities. 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 operations, its ability to manage its increasing borrowing costs as it incurs additional indebtedness to fund the acquisition and development of operations; 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 operations; competition from other companies in the acquisition, development and operation of facilities; its ability to defend claims and lawsuits, including professional liability claims alleging that our services resulted in personal injury, and other regulatory-related claims; 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 operations 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-Q, 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.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended
March 31,
 
2017
 
2016
Revenue
$
441,739

 
$
383,234

Expense:
 
 
 
Cost of services
355,486

 
306,308

Charge related to class action lawsuit
11,000

 

Losses related to operational closures
4,017

 
7,935

Rent—cost of services
31,900

 
26,991

General and administrative expense
21,270

 
17,387

Depreciation and amortization
10,514

 
8,298

Total expenses
434,187

 
366,919

Income from operations
7,552

 
16,315

Other income (expense):
 
 
 
Interest expense
(3,445
)
 
(1,370
)
Interest income
290

 
234

Other expense, net
(3,155
)
 
(1,136
)
Income before provision for income taxes
4,397

 
15,179

Provision for income taxes
1,441

 
5,889

Net income
2,956

 
9,290

Less: net income attributable to noncontrolling interests
116

 
118

Net income attributable to The Ensign Group, Inc.
$
2,840

 
$
9,172

 
 
 
 
Net income per share
 
 
 
Basic:
$0.06
 
$0.18
Diluted:
$0.05
 
$0.18
 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic
50,767

 
50,679

Diluted
52,633

 
52,334

 
 
 
 
Dividends per share
$
0.0425

 
$
0.0400

 
 
 
 






THE ENSIGN GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
March 31, 2017
 
December 31, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
31,507

 
$
57,706

Accounts receivable — less allowance for doubtful accounts of $40,422 and $39,791 at March 31, 2017 and December 31, 2016, respectively
242,863

 
244,433

Investments — current
9,829

 
11,550

Prepaid income taxes
50

 
302

Prepaid expenses and other current assets
21,374

 
19,871

Total current assets
305,623

 
333,862

Property and equipment, net
490,582

 
484,498

Insurance subsidiary deposits and investments
25,176

 
23,634

Escrow deposits
2,394

 
1,582

Deferred tax asset
23,013

 
23,073

Restricted and other assets
13,241

 
12,614

Intangible assets, net
34,524

 
35,076

Goodwill
68,926

 
67,100

Other indefinite-lived intangibles
20,990

 
19,586

Total assets
$
984,469

 
$
1,001,025

 
 
 
 
Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
33,828

 
$
38,991

Accrued charge related to class action lawsuit
11,000

 

Accrued wages and related liabilities
75,276

 
84,686

Accrued self-insurance liabilities — current
20,461

 
21,359

Other accrued liabilities
61,154

 
58,763

Current maturities of long-term debt
8,155

 
8,129

Total current liabilities
209,874

 
211,928

Long-term debt — less current maturities
258,478

 
275,486

Accrued self-insurance liabilities — less current portion
46,827

 
43,992

Deferred rent and other long-term liabilities
10,980

 
9,124

Total equity
458,310

 
460,495

Total liabilities and equity
$
984,469

 
$
1,001,025








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

The following table presents selected data from our consolidated statements of cash flows for the periods presented:
 
Three Months Ended March 31,
 
2017
 
2016
Net cash provided by operating activities
$
19,586

 
$
12,695

Net cash used in investing activities
(21,397
)
 
(20,104
)
Net cash (used in) provided by financing activities
(24,388
)
 
17,210

Net (decrease) increase in cash and cash equivalents
(26,199
)
 
9,801

Cash and cash equivalents at beginning of period
57,706

 
41,569

Cash and cash equivalents at end of period
$
31,507

 
$
51,370



 
THE ENSIGN GROUP, INC.
 
REVENUE BY SEGMENT
 
 
 
 
 
 
 
 
 
 
 
 
The following table sets forth our total revenue by segment and as a percentage of total revenue for the periods indicated:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
2017
 
2016
 
 
 
 
$
 
%
 
$
 
%
 
 
 
 
(Dollars in thousands)
 
 
Transitional and skilled services
 
$
372,339

 
84.3
%
 
$
315,212

 
82.3
%
 
 
Assisted and independent living facilities
 
32,346

 
7.3

 
30,171

 
7.9

 
 
Home health and hospice services:
 
 
 
 
 
 
 
 
 
 
Home health
 
17,050

 
3.9

 
13,908

 
3.6

 
 
Hospice
 
15,083

 
3.4

 
12,758

 
3.3

 
 
Total home health and hospice services
 
32,133

 
7.3

 
26,666

 
6.9

 
 
All other (1)
 
4,921

 
1.1

 
11,185

 
2.9

 
 
Total revenue
 
$
441,739

 
100.0
%
 
$
383,234

 
100.0
%
 
 
(1) Includes revenue from services generated in our other services segment and ancillary services for both the three months ended March 31, 2017 and 2016 and urgent care centers for three months ended March 31, 2016.
 
 
 
 
 
 
 
 
 
 
 






 
THE ENSIGN GROUP, INC.
 
 
SELECT PERFORMANCE INDICATORS
 
 
(Unaudited)
 
The following tables summarize our selected performance indicators for our transitional and skilled services segment along with other statistics, for each of the dates or periods indicated:
 
Three Months Ended
March 31,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Transitional and skilled revenue
$
372,339

 
$
315,212

 
$
57,127

 
18.1
 %
Number of facilities at period end
150

 
130

 
20

 
15.4
 %
Number of campuses at period end*
21

 
16

 
5

 
31.3
 %
Actual patient days
1,209,264

 
1,052,736

 
156,528

 
14.9
 %
Occupancy percentage — Operational beds
74.9
%
 
76.9
%
 
 
 
(2.0
)%
Skilled mix by nursing days
32.0
%
 
32.5
%
 
 
 
(0.5
)%
Skilled mix by nursing revenue
53.3
%
 
54.6
%
 
 
 
(1.3
)%
 
Three Months Ended
March 31,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
240,138

 
$
234,897

 
$
5,241

 
2.2
 %
Number of facilities at period end
93

 
93

 

 
 %
Number of campuses at period end*
11

 
11

 

 
 %
Actual patient days
761,717

 
784,613

 
(22,896
)
 
(2.9
)%
Occupancy percentage — Operational beds
78.5
%
 
79.4
%
 
 
 
(0.9
)%
Skilled mix by nursing days
30.9
%
 
30.9
%
 
 
 
 %
Skilled mix by nursing revenue
52.0
%
 
53.5
%
 
 
 
(1.5
)%
 
Three Months Ended
March 31,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
78,394

 
$
72,746

 
$
5,648

 
7.8
 %
Number of facilities at period end
37

 
37

 

 
 %
Number of campuses at period end*
3

 
3

 

 
 %
Actual patient days
244,307

 
240,242

 
4,065

 
1.7
 %
Occupancy percentage — Operational beds
74.5
%
 
71.6
%
 


 
2.9
 %
Skilled mix by nursing days
38.3
%
 
37.5
%
 
 
 
0.8
 %
Skilled mix by nursing revenue
57.0
%
 
58.0
%
 
 
 
(1.0
)%





 
Three Months Ended
March 31,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
52,112

 
$
6,111

 
$
46,001

 
NM
Number of facilities at period end
20

 

 
20

 
NM
Number of campuses at period end*
7

 
1

 
6

 
NM
Actual patient days
198,214

 
20,475

 
177,739

 
NM
Occupancy percentage — Operational beds
65.9
%
 
62.3
%
 
 
 
NM
Skilled mix by nursing days
28.2
%
 
43.2
%
 
 
 
NM
Skilled mix by nursing revenue
53.3
%
 
64.0
%
 
 
 
NM
 
Three Months Ended
March 31,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Facility Closed(4):
 
 
 
 
 
 
 
Skilled nursing revenue
$
1,695

 
$
1,458

 
$
237

 
NM
Actual patient days
5,026

 
7,406

 
(2,380
)
 
NM
Occupancy percentage — Operational beds
33.2
%
 
56.0
%
 

 
NM
Skilled mix by nursing days
50.3
%
 
12.4
%
 
 
 
NM
Skilled mix by nursing revenue
74.6
%
 
25.4
%
 
 
 
NM
                                
* Campus represents a facility that offers both skilled nursing assisted and/or independently living services. Revenue and expenses related to skilled nursing, assisted and independent living services have been allocated and recorded in the respective reportable segment.
(1)
Same Facility results represent all facilities purchased prior to January 1, 2014.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2014 to December 31, 2015.
(3)
Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2016.
(4)
Facility Closed results represent closed operations during the first quarter of 2017 and 2016, for which the results were excluded from Same Facility results and Recently Acquired results for the three months ended March 31, 2017 and 2016, for comparison purposes.


 
THE ENSIGN GROUP, INC.
 
 
SELECT PERFORMANCE INDICATORS
 
 
(Unaudited)
 
The following tables summarize our selected performance indicators for our transitional and skilled services segment along with other statistics, for each of the dates or periods indicated:
 
Three Months Ended
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Transitional and skilled revenue
$
372,339

 
$
361,857

 
$
10,482

 
2.9
%
Number of facilities at period end
150

 
149

 
1

 
0.7
%
Number of campuses at period end*
21

 
21

 

 
%
Occupancy percentage — Operational beds
74.9
%
 
74.6
%
 
 
 
0.3
%
Skilled mix by nursing days
32.0
%
 
30.1
%
 
 
 
1.9
%
Skilled mix by nursing revenue
53.3
%
 
51.8
%
 
 
 
1.5
%





 
Three Months Ended
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
240,138

 
$
235,893

 
$
4,245

 
1.8
%
Number of facilities at period end
93

 
93

 

 
%
Number of campuses at period end*
11

 
11

 

 
%
Occupancy percentage — Operational beds
78.5
%
 
77.6
%
 
 
 
0.9
%
Skilled mix by nursing days
30.9
%
 
29.1
%
 
 
 
1.8
%
Skilled mix by nursing revenue
52.0
%
 
50.4
%
 
 
 
1.6
%
 
Three Months Ended
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
78,394

 
$
75,081

 
$
3,313

 
4.4
%
Number of facilities at period end
37

 
37

 

 
%
Number of campuses at period end*
3

 
3

 

 
%
Occupancy percentage — Operational beds
74.5
%
 
71.8
%
 
 
 
2.7
%
Skilled mix by nursing days
38.3
%
 
36.0
%
 
 
 
2.3
%
Skilled mix by nursing revenue
57.0
%
 
56.0
%
 
 
 
1.0
%
 
Three Months Ended
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
52,112

 
$
49,311

 
$
2,801

 
NM
Number of facilities at period end
20

 
18

 
2

 
NM
Number of campuses at period end*
7

 
6

 
1

 
NM
Occupancy percentage — Operational beds
65.9
%
 
70.1
%
 
 
 
NM
Skilled mix by nursing days
28.2
%
 
26.3
%
 
 
 
NM
Skilled mix by nursing revenue
53.3
%
 
51.1
%
 
 
 
NM
 
Three Months Ended
 
 
 
 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Facility Closed(4):
 
 
 
 
 
 
 
Skilled nursing revenue
$
1,695

 
$
1,572

 
$
123

 
NM
Occupancy percentage — Operational beds
33.2
%
 
30.5
%
 
 
 
NM
Skilled mix by nursing days
50.3
%
 
41.6
%
 
 
 
NM
Skilled mix by nursing revenue
74.6
%
 
67.3
%
 
 
 
NM
                                
* Campus represents a facility that offers both skilled nursing assisted and/or independently living services. Revenue and expenses related to skilled nursing, assisted and independent living services have been allocated and recorded in the respective reportable segment.
** Actual patient days metric has been excluded as the number of days in the respective period are not comparable.
(1)
Same Facility results represent all facilities purchased prior to January 1, 2014.
(2)
Transitioning Facility results represents all facilities purchased from January 1, 2014 to December 31, 2015.
(3)
Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2016.





(4)
Facility Closed results represents closed operations during the first quarter of 2017 and the three months ended December 31, 2016, for which the results were excluded from Same Facility results and Recently Acquired results for the three months ended March 31, 2017 and the three months ended December 31, 2016, for comparison purposes.

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 March 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
596.06

 
$
576.37

 
$
539.28

 
$
521.91

 
$
502.14

 
$
463.55

 
$
564.55

 
$
558.04

Managed care
437.61

 
425.42

 
440.58

 
438.86

 
422.98

 
352.44

 
436.41

 
427.87

Other skilled
476.04

 
465.95

 
367.65

 
369.70

 
195.29

 

 
445.46

 
438.70

Total skilled revenue
514.18

 
500.54

 
467.90

 
460.97

 
471.70

 
434.70

 
496.65

 
488.13

Medicaid
214.30

 
194.89

 
218.66

 
194.83

 
151.16

 
177.51

 
204.87

 
194.12

Private and other payors
203.66

 
200.38

 
222.46

 
230.01

 
197.74

 
200.43

 
204.88

 
206.05

Total skilled nursing revenue
$
305.74

 
$
290.17

 
$
314.50

 
$
297.49

 
$
249.54

 
$
292.91

 
$
298.38

 
$
291.17









The following tables set forth our percentage of skilled nursing patient revenue and days by payor source for the three months March 31, 2017 and 2016:
 
Three Months Ended March 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
26.7
%
 
28.2
%
 
25.9
%
 
26.4
%
 
35.2
%
 
50.6
%
 
27.9
%
 
28.2
%
Managed care
17.4

 
17.7

 
24.0

 
24.1

 
18.1

 
13.4

 
18.8

 
19.1

Other skilled
7.9

 
7.6

 
7.1

 
7.5

 

 

 
6.6

 
7.3

Skilled mix
52.0

 
53.5

 
57.0

 
58.0

 
53.3

 
64.0

 
53.3

 
54.6

Private and other payors
7.9

 
8.2

 
6.1

 
6.6

 
13.6

 
13.2

 
8.3

 
8.0

Quality mix
59.9

 
61.7

 
63.1

 
64.6

 
66.9

 
77.2

 
61.6

 
62.6

Medicaid
40.1

 
38.3

 
36.9

 
35.4

 
33.1

 
22.8

 
38.4

 
37.4

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

 
Three Months Ended March 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
13.7
%
 
14.1
%
 
15.1
%
 
15.0
%
 
17.5
%
 
31.9
%
 
14.8
%
 
14.7
%
Managed care
12.1

 
12.1

 
17.1

 
16.3

 
10.7

 
11.3

 
12.9

 
13.0

Other skilled
5.1

 
4.7

 
6.1

 
6.2

 

 

 
4.3

 
4.8

Skilled mix
30.9

 
30.9

 
38.3

 
37.5

 
28.2

 
43.2

 
32.0

 
32.5

Private and other payors
11.9

 
12.0

 
8.6

 
8.4

 
17.2

 
19.2

 
12.1

 
11.4

Quality mix
42.8

 
42.9

 
46.9

 
45.9

 
45.4

 
62.4

 
44.1

 
43.9

Medicaid
57.2

 
57.1

 
53.1

 
54.1

 
54.6

 
37.6

 
55.9

 
56.1

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 three months March 31, 2017 and December 31, 2016:
 
Three Months Ended
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
26.7
%
 
26.5
%
 
25.9
%
 
25.0
%
 
35.2
%
 
35.5
%
 
27.9
%
 
27.6
%
Managed care
17.4

 
15.9

 
24.0

 
23.6

 
18.1

 
15.6

 
18.8

 
17.4

Other skilled
7.9

 
8.0

 
7.1

 
7.4

 

 

 
6.6

 
6.8

Skilled mix
52.0

 
50.4

 
57.0

 
56.0

 
53.3

 
51.1

 
53.3

 
51.8

Private and other payors
7.9

 
8.7

 
6.1

 
5.5

 
13.6

 
13.9

 
8.3

 
8.7

Quality mix
59.9

 
59.1

 
63.1

 
61.5

 
66.9

 
65.0

 
61.6

 
60.5

Medicaid
40.1

 
40.9

 
36.9

 
38.5

 
33.1

 
35.0

 
38.4

 
39.5

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

 
Three Months Ended
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
December 31, 2016
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
13.7
%
 
13.1
%
 
15.1
%
 
14.0
%
 
17.5
%
 
17.2
%
 
14.8
%
 
14.0
%
Managed care
12.1

 
10.9

 
17.1

 
15.9

 
10.7

 
9.1

 
12.9

 
11.6

Other skilled
5.1

 
5.1

 
6.1

 
6.1

 

 

 
4.3

 
4.5

Skilled mix
30.9

 
29.1

 
38.3

 
36.0

 
28.2

 
26.3

 
32.0

 
30.1

Private and other payors
11.9

 
12.5

 
8.6

 
9.0

 
17.2

 
19.9

 
12.1

 
13.0

Quality mix
42.8

 
41.6

 
46.9

 
45.0

 
45.4

 
46.2

 
44.1

 
43.1

Medicaid
57.2

 
58.4

 
53.1

 
55.0

 
54.6

 
53.8

 
55.9

 
56.9

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




















 
THE ENSIGN GROUP, INC.
 
 
SELECT PERFORMANCE INDICATORS
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
The following tables summarize our selected performance indicators for our assisted and independent living segment along with other statistics, for each of the date or periods indicated:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
 
 
 
 
2017
 
2016
 
Change
 
% Change
 
 
(Dollars in thousands)
 
 
 
 
 
Revenue
32,346

 
30,171

 
$
2,175

 
7.2
%
 
Number of facilities at period end
41

 
40

 
1

 
2.5
%
 
Number of campuses at period end
21

 
16

 
5

 
31.3
%
 
Occupancy percentage (units)
76.8
%
 
75.7
%
 
 
 
1.1
%
 
Average monthly revenue per unit
$
2,838

 
$
2,747

 
$
91

 
3.3
%
 

 
THE ENSIGN GROUP, INC.
 
 
SELECT PERFORMANCE INDICATORS
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
The following tables summarize our selected performance indicators for our home health and hospice segment along with other statistics, for each of the date or periods indicated:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
 
 
 
 
2017
 
2016
 
Change
 
% Change
 
 
(Dollars in thousands)
 
 
 
 
 
Home health and hospice revenue:
 
 
 
 
 
 
 
 
Home health services
$
17,050

 
$
13,908

 
$
3,142

 
22.6
%
 
Hospice services
15,083

 
12,758

 
2,325

 
18.2

 
Total home health and hospice revenue
$
32,133

 
$
26,666

 
$
5,467

 
20.5
%
 
Home health services:
 
 
 
 
 
 
 
 
Average Medicare Revenue per Completed Episode
$
2,976

 
$
2,923

 
$
53

 
1.8
%
 
Hospice services:
 
 
 
 

 

 
Average Daily Census
1,001

 
843

 
158

 
18.7
%
 








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 March 31,
 
 
 
2017
 
2016
 
 
 
$
 
%
 
$
 
%
 
 
 
(Dollars in thousands)
 
Revenue:
 
 
 
 
 
 
 
 
 
Medicaid(2)
 
$
148,271

 
33.6
%
 
$
123,641

 
32.3
%
 
Medicare
 
129,920

 
29.4

 
110,278

 
28.8

 
Medicaid-skilled
 
23,017

 
5.2

 
21,665

 
5.7

 
Total
 
301,208

 
68.2

 
255,584

 
66.8

 
Managed Care
 
75,562

 
17.1

 
64,543

 
16.8

 
Private and Other(1)(2)
 
64,969

 
14.7

 
63,107

 
16.4

 
Total revenue
 
$
441,739

 
100.0
%
 
$
383,234

 
100.0
%
 
(1) Private and other payors also includes revenue from all payor generated in other ancillary services for both the three months ended March 31, 2017 and 2016 and urgent care centers for the three months ended March 31, 2016.
(2) Certain revenues by payor source were reclassified between Medicaid and "Private and other" to conform with the current year segment presentation.







THE ENSIGN GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
 
Three Months Ended
March 31,
 
 
2017
 
2016
 
Net income attributable to The Ensign Group, Inc.
$
2,840

 
$
9,172

 
 
 
 
 
 
Non-GAAP adjustments
 
 
 
 
Results at urgent care centers, including noncontrolling interests(a)

 
(195
)
 
Costs incurred for facilities currently being constructed and other start-up operations(b)
4,542

 
2,798

 
Results related to closed operations and operations not at full capacity, including continued obligations and closing expense(c)
5,587

 
8,184

 
Share-based compensation expense(d)
2,224

 
1,885

 
Legal costs and charges related to the settlement of the class action lawsuit(e)
11,000

 

 
General and administrative - Acquisition related costs(f)
88

 
145

 
General and administrative - Costs incurred related to new systems implementation and professional service fees(g)

 
678

 
Depreciation and amortization - Patient base(h)
36

 
276

 
Interest expense - Write off of deferred financing fees

 
225

 
Provision for income taxes on Non-GAAP adjustments(j)
(8,454
)
 
(5,337
)
 
Non-GAAP Net Income
$
17,863

 
$
17,831

 
 
 
 
 
 
Diluted Earnings Per Share As Reported
 
 
 
 
Net Income
$
0.05

 
$
0.18

 
Average number of shares outstanding
52,633

 
52,334

 
 
 
 
 
 
Adjusted Diluted Earnings Per Share
 
 
 
 
Net Income
$
0.34

 
$
0.34

 
Average number of shares outstanding
52,633

 
52,334

 
 
 
 
 
 
Footnote:
 
 
 
 
(a) Represent operating results at urgent care centers, including noncontrolling interest.
 
Three Months Ended March 31,
 
 
2017
 
2016
 
Revenue
$

 
$
(7,600
)
 
Cost of services

 
6,525

 
Rent

 
562

 
Depreciation and amortization

 
300

 
Non-controlling interest

 
18

 
Total Non-GAAP adjustment
$

 
$
(195
)
 
 
 
 
 
 
(b) Represent operating results for facilities currently being constructed and other start-up operations.
 
Three Months Ended March 31,
 
 
2017
 
2016
 
Revenue
$
(12,967
)
 
$
(3,758
)
 





Cost of services
13,598

 
5,121

 
Rent
3,662

 
1,322

 
Depreciation and amortization
249

 
113

 
Total Non-GAAP adjustment
$
4,542

 
$
2,798

 
 


 


 
(c) Represent results at closed operations and operations not at full capacity during the three months ended March 31, 2017 and 2016, including the fair value of continued obligation under the lease agreement and related closing expenses of $4.0 million and $7.9 million, respectively.
 
Three Months Ended
March 31,
 
 
2017
 
2016
 
Revenue
$
(2,372
)
 
$
(105
)
 
Losses related to operational closures
4,017

 
7,935

 
Cost of services
3,274

 
295

 
Rent
611

 
56

 
Depreciation and amortization
57

 
3

 
Total Non-GAAP adjustment
$
5,587

 
$
8,184

 
 
 
 
 
 
(d) Represent share-based compensation expense incurred.
 
 
 
 
 
Three Months Ended March 31,
 
 
2017
 
2016
 
Cost of services
$
1,235

 
$
1,212

 
General and administrative
989

 
673

 
Total Non-GAAP adjustment
$
2,224

 
$
1,885

 
(e) Legal costs and charges incurred in connection with the settlement of the class action lawsuit.
(f) Included in general and administrative expense are costs incurred to acquire an operation which are not capitalizable.
(g) Included in general and administrative expense are costs incurred related to new systems implementation and income tax credits which contributed to a decrease in effective tax rate.
(h) Included in depreciation and amortization are amortization expenses related to patient base intangible assets at newly acquired skilled nursing and assisted living facilities.
(i) Included in interest expense are write-offs of deferred financing fees associated with the amendment of credit facility for the three months ended March 31, 2016.
(j) Represents an adjustment to provision for income tax to our historical year to date effective tax rate of 35.5%, resulting from adoption of ASU 2016-09, for the three months ended March 31, 2017 and 38.5% for the three months ended March 31, 2016.








THE ENSIGN GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)

The table below reconciles net income to EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR for the periods presented:
 
Three Months Ended March 31,
 
 
2017
 
2016
 
Consolidated Statements of Income Data:
 
 
 
 
Net income
$
2,956

 
$
9,290

 
Less: net income (loss) attributable to noncontrolling interests
116

 
118

 
Interest expense, net
3,155

 
1,136

 
Provision for income taxes
1,441

 
5,889

 
Depreciation and amortization
10,514

 
8,298

 
EBITDA
$
17,950

 
$
24,495

 
Facility rent—cost of services
31,900

 
26,991

 
EBITDAR
$
49,850

 
$
51,486

 
 
 
EBITDA
$
17,950

 
$
24,495

 
Adjustments to EBITDA:
 
 
 
 
Results related to a closed operations and operations not at full operation, including continued obligations and closing expenses(a)
4,919

 
8,125

 
Costs incurred for facilities currently being constructed and other start-up operations(b)
631

 
1,363

 
Urgent care center earnings(c)

 
(1,057
)
 
Legal costs and charges related to the settlement of the class action lawsuit(d)
11,000

 

 
Share-based compensation expense(e)
2,224

 
1,885

 
Acquisition related costs(f)
88

 
145

 
Costs incurred related to new systems implementation and professional service fee(g)

 
678

 
Rent related to items(a),(b) and (d) above
4,273

 
1,940

 
Adjusted EBITDA
$
41,085

 
$
37,574

 
Rent—cost of services
$
31,900

 
$
26,991

 
Less: rent related to items(a), (b), and (c) above
(4,273
)
 
(1,940
)
 
Adjusted EBITDAR
$
68,712

 
$
62,625

 
 
 
 
 
 
(a) Represent results at closed operations and operations not at full capacity during the three months ended March 31, 2017 and 2016, including the fair value of continued obligation under the lease agreement and related closing expenses of $4.0 million and $7.9 million, respectively.
(b)
Costs incurred for facilities currently being constructed and other start-up operations. This amount excludes rent, depreciation and interest expense.
(d)
Operating results at urgent care centers for the three months ended March 31, 2016. This amount excludes rent, depreciation, interest expense and the net loss attributable to the variable interest entity associated with our urgent care business.
(e) Share-based compensation expense incurred during the three months and years ended March 31, 2017 and 2016.
(f)
Costs incurred to acquire operations which are not capitalizable.
(g)
Costs incurred related to new systems implementation and income tax credits which contributed to a decrease in effective tax rate.








THE ENSIGN GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The table below reconciles net income from operations to EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR for each reportable segment for the periods presented:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Services
 
Home Health and
Hospice
 
 
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Statements of Income Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations, excluding general and administrative expense(a)
 
$
31,790

 
$
27,596

 
$
4,439

 
$
3,260

 
$
4,294

 
$
3,176

 
Less: net income attributable to noncontrolling interests
 

 

 

 

 
8

 

 
Depreciation and amortization
 
6,953

 
5,239

 
1,623

 
1,063

 
235

 
268

 
EBITDA
 
$
38,743

 
$
32,835

 
$
6,062

 
$
4,323

 
$
4,521

 
$
3,444

 
Rent—cost of services
 
25,946

 
18,983

 
5,308

 
7,004

 
551

 
378

 
EBITDAR
 
$
64,689

 
$
51,818

 
$
11,370

 
$
11,327

 
$
5,072

 
$
3,822

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
$
38,743

 
$
32,835

 
$
6,062

 
$
4,323

 
$
4,521

 
$
3,444

 
Adjustments to EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs at facilities currently being constructed and other start-up operations(b)
 
190

 
1,224

 
346

 
108

 
95

 
31

 
Results related to closed operations and operations not at full capacity, including continued obligations and closing expenses(c)
 
4,404

 
8,125

 
2

 

 
513

 

 
Share-based compensation expense(d)
 
1,028

 
1,026

 
90

 
95

 
85

 
66

 
Less: rent related to item(b) and (c)above
 
3,180

 
1,001

 
934

 
368

 
159

 
9

 
Adjusted EBITDA
 
$
47,545

 
$
44,211

 
$
7,434

 
$
4,894

 
$
5,373

 
$
3,550

 
Rent—cost of services
 
25,946

 
18,983

 
5,308

 
7,004

 
551

 
378

 
Less: rent related to items(b) and(c) above
 
(3,180
)
 
(1,001
)
 
(934
)
 
(368
)
 
(159
)
 
(9
)
 
Adjusted EBITDAR
 
$
70,311

 
$
62,193

 
$
11,808

 
$
11,530

 
$
5,765

 
$
3,919

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                
(a) General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss.
(b) Costs incurred for facilities currently being constructed and other start-up operations.
(c) Represent results at closed operations and operations not at full capacity during the three months ended March 31, 2017 and 2016, including the fair value of continued obligation under the lease agreement and related closing expenses of $4.0 million and $7.9 million, respectively.
(d) Share-based compensation expense incurred during the three months ended March 31, 2017 and 2016.










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) rent-cost of services. Adjusted EBITDA consists of net income before (a) interest expense, net, (b) provisions for income taxes, (c) depreciation and amortization, (d) costs incurred for operations currently being constructed and other start-up operations, excluding depreciation, interest and income taxes, (e) results of closed operations and operations not at full capacity, excluding depreciation, interest and income taxes, (f) share-based compensation expense, (g) costs incurred related to new systems implementation, (h) legal costs and charges related to the settlement of the class action lawsuit, (i) professional service fees include costs incurred to recognize income tax credits which contributed to a decrease in effective tax rate, (j) costs incurred to acquire operations which are not capitalized and (k) operating results at urgent care centers,  excluding depreciation, interest and income taxes.  Adjusted EBITDAR consists of net income before (a) interest expense, net, (b) provisions for income taxes, (c) depreciation and amortization, (d) rent-cost of services, (e) costs incurred for facilities currently being constructed and other start-up operations, excluding rent, depreciation, interest and income taxes, (f) results of closed operations and operations not at full capacity, excluding depreciation, interest and income taxes, (g) share-based compensation expense, (h) costs incurred related to new systems implementation, (i) professional service fees include costs incurred to recognize income tax credits which contributed to a decrease in effective tax rate, (j) costs incurred to acquire operations which are not capitalized, (k) legal costs and charges related to the settlement of the class action lawsuit and (l) operating results at urgent care centers,  excluding rent, depreciation, interest and income taxes. 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 periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The company's periodic filings are 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.