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SKH > SEC Filings for SKH > Form 10-Q on 6-Nov-2008All Recent SEC Filings

Show all filings for SKILLED HEALTHCARE GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for SKILLED HEALTHCARE GROUP, INC.


6-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not indicate future performance. Our forward-looking statements, which reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in Part II, Item 1A, "Risk Factors," herein and in our Form 10-K for the year ended December 31, 2007. As used in this Management's Discussion and Analysis of Financial Condition and Results of Operations, the words, "we" "our" and "us" refer to Skilled Healthcare Group, Inc. and its consolidated subsidiaries. This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes included in this report.
Certain prior year amounts have been reclassified to conform to current year presentation.
Business Overview
We are a provider of integrated long-term healthcare services through our skilled nursing facilities and rehabilitation therapy business. We also provide other related healthcare services, including assisted living care and hospice care. We focus on providing high-quality care to our patients and we have a strong focus on treating patients who require a high level of skilled nursing care and extensive rehabilitation therapy, whom we refer to as high-acuity patients. As of September 30, 2008, we owned or leased 75 skilled nursing facilities and 21 assisted living facilities, together comprising approximately 10,500 licensed beds. Our facilities, approximately 73% of which we own, are located in California, Texas, Kansas, Missouri, Nevada and New Mexico, and are generally clustered in large urban or suburban markets. For the nine months ended September 30, 2008, we generated approximately 85.2% of our revenue from our skilled nursing facilities, including our integrated rehabilitation therapy services at these facilities. The remainder of our revenue is generated by our other related healthcare services. Those services consist of our assisted living facilities, rehabilitation therapy services provided to third-party facilities, and hospice care.
On September 12, 2008, we acquired seven ALFs located in Kansas for an aggregate of $8.9 million.
Revenue
Revenue by Service Offering
We operate our business in two reportable segments: long-term care services, which include the operation of skilled nursing and assisted living facilities and is the most significant portion of our business, and ancillary services, which include our rehabilitation therapy and hospice businesses.
In our long-term care services segment, we derive the majority of our revenue by providing skilled nursing care and integrated rehabilitation therapy services to residents in our network of skilled nursing facilities. The remainder of our long-term care segment revenue is generated by our assisted living facilities. In our ancillary services segment, we derive revenue by providing related healthcare services, including our rehabilitation therapy services provided to third-party facilities, and hospice care.


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The following table shows the revenue and percentage of our total revenue generated by each of these segments for the periods presented (dollars in thousands):

                                                                  Three Months Ended September 30,
                                                             2008                                 2007
                                                  Revenue           Revenue            Revenue           Revenue
                                                  Dollars          Percentage          Dollars          Percentage
Long-term care services:
Skilled nursing facilities                       $ 154,603                84.7 %      $ 136,762                84.7 %
Assisted living facilities                           5,055                 2.8            4,402                 2.7

Total long-term care services                      159,658                87.5          141,164                87.4
Ancillary services :
Third-party rehabilitation therapy services         17,383                 9.5           17,730                11.0
Hospice                                              5,424                 3.0            2,571                 1.6

Total ancillary services                            22,807                12.5           20,301                12.6
Other                                                    9                   -                3                   -

Total                                            $ 182,474               100.0 %      $ 161,468               100.0 %




                                                                  Nine Months Ended September 30,
                                                             2008                                 2007
                                                  Revenue           Revenue            Revenue           Revenue
                                                  Dollars          Percentage          Dollars          Percentage
Long-term care services:
Skilled nursing facilities                       $ 463,107                85.2 %      $ 386,559                84.5 %
Assisted living facilities                          14,320                 2.6           12,782                 2.8

Total long-term care services                      477,427                87.8          399,341                87.3
Ancillary services :
Third-party rehabilitation therapy services         51,683                 9.5           51,896                11.4
Hospice                                             14,422                 2.7            5,975                 1.3

Total ancillary services                            66,105                12.2           57,871                12.7
Other                                                   17                   -                3                   -

Total                                            $ 543,549               100.0 %      $ 457,215               100.0 %

Sources of Revenue
Long-Term Care Services Segment
Skilled Nursing Facilities. Within our skilled nursing facilities, we generate our revenue from Medicare, Medicaid, managed care providers, insurers, private pay and other sources. We believe that our skilled mix, which we define as the number of Medicare and managed care patient days at our skilled nursing facilities divided by the total number of patient days at our skilled nursing facilities for any given period, is an important indicator of our success in attracting high-acuity patients because it represents the percentage of our patients who are reimbursed by Medicare and managed care payors, for whom we receive higher reimbursement rates. Medicare and managed care payors typically do not provide reimbursement for custodial care, which is a basic level of healthcare.
The following table sets forth our Medicare, managed care, private pay/other and Medicaid patient days for our skilled nursing facilities as a percentage of total patient days for our skilled nursing facilities and the level of skilled mix for our skilled nursing facilities:

                                                    Three Months Ended September 30,                  Nine Months Ended September 30,
                                                      2008                     2007                    2008                     2007
Medicare                                                  16.4 %                   17.5 %                  17.4 %                   18.5 %
Managed care                                               6.6                      5.9                     7.0                      5.9

Skilled mix                                               23.0                     23.4                    24.4                     24.4
Private and other                                         18.8                     17.6                    17.7                     16.8
Medicaid                                                  58.2                     59.0                    57.9                     58.8

Total 100.0 % 100.0 % 100.0 % 100.0 %

Skilled mix in the first nine months of 2008 was consistent with the same period in the prior year as we continue to focus on high-acuity residents and expand our Express Recovery™ Unit facilities. Skilled mix of 23.0% in the third quarter of 2008 reflected a decline from 24.6% in the second quarter of 2008, which is consistent with prior-year trends based on seasonality.


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The following table sets forth revenue by state and revenue by state as a percentage of total long-term care revenue for the periods (dollars in thousands):

                                     Three Months Ended September 30,
                                  2008                              2007
                       Revenue       Percentage of       Revenue       Percentage of
                       Dollars          Revenue          Dollars          Revenue
         California   $  65,646                41.1 %   $  63,184                44.8 %
         Kansas          12,871                 8.1         9,728                 6.9
         Missouri        13,145                 8.2        15,026                10.6
         Nevada           7,721                 4.8         6,482                 4.6
         New Mexico      19,271                12.1         5,334                 3.8
         Texas           41,004                25.7        41,410                29.3

         Total        $ 159,658               100.0 %   $ 141,164               100.0 %




                                      Nine Months Ended September 30,
                                  2008                              2007
                       Revenue       Percentage of       Revenue       Percentage of
                       Dollars          Revenue          Dollars          Revenue
         California   $ 197,939                41.5 %   $ 189,384                47.5 %
         Kansas          35,820                 7.5        28,121                 7.0
         Missouri        41,531                 8.7        36,081                 9.0
         Nevada          22,628                 4.7        18,856                 4.7
         New Mexico      53,697                11.2         5,334                 1.3
         Texas          125,812                26.4       121,565                30.5

         Total        $ 477,427               100.0 %   $ 399,341               100.0 %

Assisted Living Facilities. Within our assisted living facilities, we generate our revenue primarily from private pay sources, with a small portion earned from Medicaid or other state specific programs.
Ancillary Service Segment
Rehabilitation Therapy. As of September 30, 2008, we provided rehabilitation therapy services to a total of 185 healthcare facilities, including 65 of our facilities, compared to 176 facilities, including 64 of our facilities, as of September 30, 2007. In addition, we have contracts to manage the rehabilitation therapy services for our ten healthcare facilities in New Mexico. Rehabilitation therapy revenue derived from servicing our own facilities is included in our revenue from skilled nursing facilities. Our rehabilitation therapy business receives payment for services from the third-party skilled nursing facilities that it serves based on negotiated patient per diem rates or a negotiated fee schedule based on the type of service rendered.
Hospice. We provide hospice care in California and New Mexico. We derive substantially all of the revenue from our hospice business from Medicare and Medicaid reimbursement for hospice services.
Regulatory and Other Governmental Actions Affecting Revenue Our revenue is derived from services provided to patients in the following payor classes (dollars in thousands):

                                               Three Months Ended September 30,
                                              2008                           2007
                                    Revenue       Percentage       Revenue       Percentage
                                    Dollars       of Revenue       Dollars       of Revenue
  Medicare                         $  65,433             35.9 %   $  58,371             36.2 %
  Medicaid                            58,519             32.1        50,846             31.5

  Subtotal Medicare and Medicaid     123,952             68.0       109,217             67.7
  Managed Care                        16,505              9.0        13,610              8.4
  Private and Other                   42,017             23.0        38,641             23.9

  Total                            $ 182,474            100.0 %   $ 161,468            100.0 %


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                                                Nine Months Ended September 30,
                                              2008                           2007
                                    Revenue       Percentage       Revenue       Percentage
                                    Dollars       of Revenue       Dollars       of Revenue
  Medicare                         $ 199,832             36.8 %   $ 169,792             37.1 %
  Medicaid                           169,412             31.1       139,205             30.5

  Subtotal Medicare and Medicaid     369,244             67.9       308,997             67.6
  Managed Care                        52,502              9.7        38,028              8.3
  Private and Other                  121,803             22.4       110,190             24.1

  Total                            $ 543,549            100.0 %   $ 457,215            100.0 %

We derive a substantial portion of our revenue from government Medicare and Medicaid programs. For the nine months ended September 30, 2008, we derived 36.8% and 31.1% of our total revenue from the Medicare and Medicaid programs, respectively, and for the nine months ended September 30, 2007, we derived 37.1% and 30.5% of our total revenue from the Medicare and Medicaid programs, respectively. In addition, our rehabilitation therapy services, for which we receive payment from private payors, are significantly dependent on Medicare and Medicaid funding, as those private payors are generally reimbursed by these programs.
Medicare. Medicare is a federal health insurance program for people age 65 or older, people under age 65 with certain disabilities, and people of all ages with End-Stage Renal Disease. The Medicare program has Part A hospital insurance that helps to cover inpatient care in hospitals and in skilled nursing facilities (not custodial or long-term care). It also helps cover hospice care and some home health care. Skilled nursing facilities are paid on the basis of a prospective payment system, or PPS. The PPS payment rates are adjusted for case mix and geographic variation in wages and cover all costs of furnishing covered skilled nursing facilities services (routine, ancillary, and capital-related costs). The amount to be paid is determined by classifying each patient into a resource utilization group, or RUG category, which is based upon each patient's acuity level. Payment rates have historically increased each Federal fiscal year using a skilled nursing facilities market basket index.
On July 31, 2008, Center for Medicare and Medicaid Services (CMS) released its final rule on the fiscal year 2009 per diem payment rates for skilled nursing facilities. Under the final rule, CMS revised and rebased the skilled nursing facility market basket, resulting in a 3.4% market basket increase factor. Using this increase factor, the final rule increased aggregate payments to skilled nursing facilities nationwide by approximately $780.0 million. Additionally, in the final rule issued July 31, 2008, CMS decided to defer consideration of a possible $770 million reduction in payments to skilled nursing facilities related to a proposed adjustment to the refinement of nine new case mix groups until 2009 when the fiscal year 2010 per diem payment rates are set.
Recent legislation, effective July 15, 2008, known as the Medicare Improvement for Patients and Providers Act of 2008 (H.R. 6331), extended certain therapy cap exceptions. These caps, effective January 1, 2006, imposed a limit to the annual amount that Medicare Part B (covering outpatient services) will pay for outpatient physical, speech language and occupation therapy services for each patient. These caps may result in decreased demand for rehabilitation therapy services reimbursed under Part B but for the caps. The Deficit Reduction Act of 2005, or DRA, established exceptions to the therapy caps for a variety of circumstances. These exceptions were scheduled to expire on June 30, 2008 and the recently enacted H.R. 6331 now extends the exception process through December 31, 2009.
Medicare Part B also provides payment for certain professional services, including professional consultations, office visits and office psychiatry services, provided by a physician or practitioner located at a distant site. Such telehealth services previously were reimbursed only if the patient was located in the office of a physician or practitioner, a critical access hospital, a rural health clinic, a federally qualified health center or a hospital. The new H.R. 6331 now includes payment for such telehealth services if the patient is in a skilled nursing facility. We are unable to predict the impact of this aspect of the new legislation on our revenues and business at this time.
Beginning January 1, 2006, the Medicare Modernization Act of December 2003, or MMA, implemented a major expansion of the Medicare program through the introduction of a prescription drug benefit under new Medicare Part D. Medicare beneficiaries who elect Part D coverage and are dual eligible beneficiaries, those eligible for both Medicare and Medicaid benefits, are enrolled automatically in Part D and have their outpatient prescription


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drug costs covered by this new Medicare benefit, subject to certain limitations. Most of the nursing facility residents we serve whose drug costs are currently covered by state Medicaid programs are dual eligible beneficiaries. Accordingly, Medicaid is no longer a significant payor for the prescription pharmacy services provided to these residents. Medicaid will continue as a significant payor for over the counter medications.
Historically, adjustments to reimbursement levels under Medicare have had a significant effect on our revenue. For a discussion of historic adjustments and recent changes to the Medicare program and related reimbursement rates see "Business - Sources of Reimbursement" in Part 1, Item 1 in our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission and "Risk Factors - Reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on our revenue, financial condition and results of operations" in Part 1, Item 1A of our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Medicaid. Medicaid is a state-administered medical assistance program for the indigent, operated by the individual states with the financial participation of the federal government. Each state has relatively broad discretion in establishing its Medicaid reimbursement formulas and coverage of service, which must be approved by the federal government in accordance with federal guidelines. All states in which we operate cover long-term care services for individuals who are Medicaid eligible and qualify for institutional care. Generally, Medicaid payments are made directly to providers, who must accept the Medicaid reimbursement level as payment in full for services rendered, except in New Mexico, which has implemented a managed Medicaid program where providers receive Medicaid payments from insurance companies. Rapidly increasing Medicaid spending, combined with slow state revenue growth, has led many states to institute measures aimed at controlling spending growth. Given that Medicaid outlays are a significant component of state budgets, we expect continuing cost containment pressures on Medicaid outlays for skilled nursing facilities in the states in which we operate. In addition, the Deficit Reduction Act of 2005 limited the circumstances under which an individual may become financially eligible for Medicaid and nursing home services paid for by Medicaid.
Managed Care. Our managed care patients consist of individuals who are insured by a third-party entity, typically called a senior Health Maintenance Organization, or HMO, plan, or are Medicare beneficiaries who assign their Medicare benefits to a senior HMO plan.
Private Pay and Other. Private pay and other sources consist primarily of individuals or parties who directly pay for their services or are beneficiaries of the Department of Veterans Affairs or hospice beneficiaries.


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Critical Accounting Policies and Estimates Update There have been no significant changes during the three- and nine-month periods ended September 30, 2008 to the items that we disclosed as our critical accounting policies and estimates in our discussion and analysis of financial condition and results of operations in our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Results of Operations
The following table sets forth details of our revenue and earnings as a percentage of total revenue for the periods indicated:

                                                  Three Months Ended                Nine Months Ended
                                                    September 30,                     September 30,
                                                 2008             2007             2008            2007
Revenue                                            100.0 %         100.0 %           100.0 %        100.0 %
Expenses:
Cost of services (exclusive of rent cost
of revenue and depreciation and
amortization shown below)                           79.9            79.1              79.1           79.0
Rent cost of revenue                                 2.6             2.0               2.5            1.8
General and administrative                           3.3             3.1               3.3            3.1
Depreciation and amortization                        2.9             2.7               2.9            2.8

                                                    88.7            86.9              87.8           86.7


Other income (expenses):
Interest expense                                    (5.0 )          (6.1 )            (5.1 )         (7.5 )
Interest income                                      0.1             0.2               0.1            0.3
Other                                               (0.1 )          (0.1 )               -              -
Equity in earnings of joint venture                  0.3             0.2               0.3            0.3
Debt retirement costs                                  -               -                 -           (2.5 )
Change in fair value of interest rate
hedge                                                  -               -                 -              -

Total other income (expenses), net                  (4.7 )          (5.8 )            (4.7 )         (9.4 )

Income before provision for income taxes             6.6             7.3               7.5            3.9
Provision for income taxes                           1.4             3.0               2.5            1.7

Net income                                           5.2 %           4.3 %             5.0 %          2.2 %

EBITDA margin                                       14.5 %          15.9 %            15.4 %         13.7 %
Adjusted EBITDA margin                              14.6 %          15.9 %            15.4 %         16.3 %



                                                   Three months ended September 30,                Nine months ended September 30,
                                                     2008                    2007                   2008                    2007
Reconciliation of net income to EBITDA and
Adjusted EBITDA (in thousands):
Net income                                      $         9,576         $         6,864        $        26,944         $         9,965
Interest expense, net of interest income                  9,038                   9,530                 27,516                  32,635
Provision for income taxes                                2,561                   4,801                 13,857                   7,622
Depreciation and amortization expense                     5,301                   4,420                 15,534                  12,619

EBITDA                                                   26,476                  25,615                 83,851                  62,841
Premium on redemption of debt and
write-off of related deferred financing
costs                                                         -                       -                      -                  11,648
Loss on sale of asset                                       110                       -                    110                       -
Change in fair value of interest rate
hedge                                                         -                       6                      -                      40

Adjusted EBITDA                                 $        26,586         $        25,621        $        83,961         $        74,529

We define EBITDA as net income before depreciation, amortization and interest expense (net of interest income) and the provision for income taxes. EBITDA margin is EBITDA as a percentage of revenue. We calculate Adjusted EBITDA by adjusting EBITDA (each to the extent applicable in the appropriate period) for:


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• discontinued operations, net of tax;

• the effect of a change in accounting principle, net of tax;

• the change in fair value of an interest rate hedge;

• reversal of a charge related to the decertification of a facility;

• gains or losses on sale of assets;

• provision for the impairment of long-lived assets;

• the write-off of deferred financing costs of extinguished debt; and

• the premium we paid in connection with the repayment of debt using a portion of the proceeds of our initial public offering.

We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information regarding our operational performance because they enhance the overall understanding of the financial performance and prospects for the future of our core business activities. . . .

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