Item 2.02. Results of Operations and Financial Condition.
On February 13, 2013, The Ensign Group, Inc. (the "Company") issued a press
release reporting the financial results of the Company for its year ended
December 31, 2012. A copy of the press release is attached to this Current
Report as Exhibit 99.1.
The press release includes "non-GAAP financial measures." Specifically, the
press release refers to EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR.
EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR are supplemental non-GAAP
financial measures. Regulation G, Conditions for Use of Non-GAAP Financial
Measures , and other provisions of the Securities Exchange Act of 1934, as
amended, define and prescribe the conditions for use of certain non-GAAP
financial information. EBITDA consists of net income, adjusted for net losses
attributable to noncontrolling interest, before (a) interest expense, net,
(b) provisions for income taxes, and (c) depreciation and amortization. EBITDAR
consists of net income before (a) interest expense, net, (b) provisions for
income taxes, (c) depreciation and amortization, and (d) facility rent-cost of
services. The Company believes that the presentation of EBITDA, EBITDAR,
Adjusted EBITDA and Adjusted EBITDAR provides important supplemental information
to management and investors to evaluate the Company's operating performance. The
Company believes disclosure of adjusted non-GAAP net income and non-GAAP diluted
earnings per share has economic substance because the excluded expenses are
infrequent in nature and are variable in nature, or do not represent current
cash expenditures. A material limitation associated with the use of these
measures as compared to the GAAP measures of net income and diluted earnings per
share is that they may not be comparable with the calculation of net income and
diluted earnings per share for other companies in the Company's industry. These
non-GAAP financial measures should not be relied upon to the exclusion of GAAP
financial measures. For further information regarding why the Company believes
that this non-GAAP measure provides useful information to investors, the
specific manner in which management uses this measure, and some of the
limitations associated with the use of this measure, please refer to the
Company's Annual Report on Form 10-K filed today with the SEC. The Form 10-K is
available on the SEC's website at www.sec.gov or under the "Financial
Information" link of the Investor Relations section on Ensign's website at
http://www.ensigngroup.net.