SOURCE: Sun Healthcare Group, Inc.
IRVINE, CA–(Marketwire – July 28, 2010) – Sun Healthcare Group, Inc. (
announced its operating results for the second quarter ended June 30, 2010.
Normalized results for the second-quarter period ended June 30, 2010:
-- consolidated revenues rose 1.3 percent to $474.6 million, compared to the same period in 2009; -- increased patient acuity resulted in an overall improvement in reimbursement rates; -- hospice and rehabilitation therapy businesses showed solid revenue growth; -- consolidated adjusted EBITDAR was $62.8 million and adjusted EBITDAR margin was 13.2 percent; -- consolidated adjusted EBITDA was $44.0 million and adjusted EBITDA margin was 9.3 percent; -- diluted earnings per share from continuing operations were $0.26; -- free cash flow was $20.6 million for the quarter; -- results included $0.9 million of non-recurring project costs associated with the continued implementation of a clinical/billing platform; and -- results have been normalized to exclude a pre-tax charge of $2.2 million for transaction costs associated with the Separation transaction described in further detail later in this press release.
Commenting on the Company’s second-quarter results, Richard K. Matros,
Sun’s chairman and chief executive officer, remarked, “We have navigated
through a particularly tough time in our sector with only a slight
reduction in normalized adjusted EBITDAR and EBITDA. As we get closer to
the Oct. 1 effective date for changes in Medicare reimbursement, which
include the implementation of RUGs IV, restrictions on concurrent therapy
and elimination of the lookback period, we are bullish on the growth
opportunities that these changes provide. We still anticipate top line
softness and no growth in Medicaid rates in 2011, given the continued
budget pressures that exist in many states in which we operate. However, we
expect Medicare growth in both pricing and acuity, a decided improvement
over what we have experienced in 2010 coming off the Medicare rate
reduction in October 2009. The previously announced separation of our
operating assets and our real estate assets and the creation of the REIT
are proceeding as planned.” Matros added, “We are reaffirming our
previously announced 2010 guidance and believe that the high end of the
guidance is achievable.”
Segment Updates
On a year-over-year basis for the quarter, revenue growth in Sun’s
inpatient services business totaled $5.3 million, or 1.3 percent, due
principally to revenue growth in SolAmor, the Company’s hospice business.
SolAmor’s revenues increased from $6.3 million to $11.4 million, due to
census expansion derived from same-store census growth as well as an
October 2009 acquisition. SolAmor contributed $2.2 million of adjusted
EBITDA for the quarter and an adjusted EBITDA margin of 19.6 percent. In
the quarter, revenues from SunBridge’s nursing center operations were flat
on a year-over-year basis due to declines in nursing center customer base
and the lingering effect of the October 2009 Medicare rate reduction,
partially offset by acuity-driven rate growth. This acuity growth was
evidenced by Medicare Rehab RUG utilization of 90.9 percent, which was up
240 basis points year-over-year, and Medicare REX utilization of 45.8
percent, which was up 370 basis points year-over-year. On an overall basis,
the adjusted EBITDAR for inpatient services was $71.6 million for the
quarter, with an adjusted EBITDAR margin of 17.0 percent.
SunDance, Sun’s rehabilitation therapy services business, experienced
revenue growth of $6.5 million, or 14.7 percent, in the quarter as
non-affiliated contracts were increased by nine to a high of 335 contracts
as of June 30, 2010, and revenue per contract also increased by 10 percent.
Given the strong revenue results, adjusted EBITDA margin also expanded in
the quarter by 70 basis points, producing an 8.0 percent adjusted EBITDA
margin.
The slow economy continues to impact the demand for temporary medical
staffing across the industry. Accordingly, revenues from CareerStaff,
Sun’s medical staffing services business, were down compared to revenues in
the second quarter of 2009. Despite the decline in revenues, CareerStaff
achieved adjusted EBITDA margin growth on a sequential quarter basis of 140
basis points to 8.5 percent for the quarter.
Mr. Matros commented, “We have completed the installation of our clinical
billing platform for our nursing centers and are experiencing the benefits
of this integrated system in our daily management of the business. We
opened three new Rehab Recovery Suites® (RRS) during the quarter,
bringing our RRS count to 66 units and our RRS beds to a high of 1,632, a
6.8 percent increase in beds since the beginning of the year, with the
majority of the RRS bed growth coming in the second half of 2010 as
planned. The revenue growth we have achieved in our rehabilitation business
was solid this quarter, driven by the increase in contracts as well as the
increase in revenue per contract. Our hospice business continues to perform
consistently with our expectations, and although our medical staffing
business continues to operate in a tough environment, its adjusted EBITDA
margin remains solid.”
Conference Call
As previously announced, investors and the general public are invited to
listen to a conference call with Sun’s senior management on Thursday, July
29, 2010, at 10 a.m. Pacific / 1 p.m. Eastern, to discuss the Company’s
earnings for the second quarter of 2010.
To listen to the conference call, dial (888) 437-9315 and refer to Sun
Healthcare Group. A recording of the call will be available from 4 p.m.
Eastern on July 29, 2010, until midnight Eastern on Aug. 30, 2010, by
calling (888) 203-1112 and using access code 1833674.
About Sun Healthcare Group, Inc.
Sun Healthcare Group, Inc.’s (
rehabilitative and related specialty healthcare services principally to the
senior population in the United States. Sun’s core business is providing,
through its subsidiaries, inpatient services, primarily through 166 skilled
nursing centers, 16 combined skilled nursing, assisted and independent
living centers, 10 assisted living centers, two independent living centers
and eight mental health centers. On a consolidated basis, Sun has annual
revenues of $1.9 billion and approximately 30,000 employees in 46 states.
At June 30, 2010, SunBridge centers had 23,209 licensed beds located in 25
states, of which 22,427 were available for occupancy. Sun also provides
rehabilitation therapy services to affiliated and non-affiliated centers
through its SunDance subsidiary, medical staffing services through its
CareerStaff Unlimited subsidiary and hospice services through its SolAmor
subsidiary.
In May 2010, Sun announced a plan to restructure its business by separating
its real estate assets and its operating assets into two separate publicly
traded companies (the “Separation”), subject to the approval of
stockholders and other conditions. The Separation will be accomplished by
distributing to stockholders the stock of SHG Services, Inc., a Sun
subsidiary that will own and operate the operating subsidiaries.
Substantially all of Sun’s owned real estate assets will continue to be
owned by Sun, which will, after the Separation, merge into its subsidiary,
Sabra Health Care REIT, Inc. Following this merger, SHG Services, Inc. will
change its name to Sun Healthcare Group, Inc. The common stock of both
companies is expected to trade on the NASDAQ Global Select Market. The
Separation is expected to be completed in the fourth quarter of 2010.
Forward-Looking Statement
Statements made in this release that are not historical facts are
“forward-looking” statements (as defined in the Private Securities
Litigation Reform Act of 1995) that involve risks and uncertainties and are
subject to change at any time. These forward-looking statements may
include, but are not limited to, statements containing words such as
“anticipate,” “believe,” “plan,” “estimate,” “expect,” “hope,” “intend,”
“may” and similar expressions. Forward-looking statements in this release
include all statements regarding our expected future financial position and
results of operations, business strategy, the impact of reductions in
reimbursements and other changes in government reimbursement programs, the
timing and impact of the equity offering and the Separation and
transactions related thereto, growth opportunities and plans and objectives
of management for future operations. Factors that could cause actual
results to differ are identified in the public filings made by the Company
with the Securities and Exchange Commission and include changes in Medicare
and Medicaid reimbursements; the impact that any healthcare reform
legislation will have on our business; our ability to maintain the
occupancy rates and payor mix at our healthcare centers; potential
liability for losses not covered by, or in excess of, our insurance; the
effects of government regulations and investigations; the significant
amount of our indebtedness, covenants in our debt agreements that may
restrict our activities and our ability to make acquisitions, to incur more
indebtedness and to refinance indebtedness on favorable terms; our ability
to accomplish the Separation and the proposed equity and debt financings,
the impact of the current economic downturn on our business; increasing
labor costs and the shortage of qualified healthcare personnel; and our
ability to receive increases in reimbursement rates from government payors
to cover increased costs. More information on factors that could affect our
business and financial results are included in our public filings made with
the Securities and Exchange Commission, including our Annual Report on
Forms 10-K and Quarterly Reports on Form 10-Q, copies of which are
available on Sun’s web site, www.sunh.com. There may be additional risks of
which we are presently unaware or that we currently deem immaterial.
The forward-looking statements involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond our
control. We caution investors that any forward-looking statements made by
Sun are not guarantees of future performance and are only made as of the
date of this release. We disclaim any obligation to update any such factors
or to announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or developments.
Adjusted EBITDA, adjusted EBITDAR and free cash flow, as used in this press
release and in the accompanying tables, which are non-GAAP financial
measures, are each reconciled to their respective GAAP recognized financial
measures in the accompanying tables. In addition, the normalizing
adjustments to adjusted EBITDA, adjusted EBITDAR and earnings per share as
discussed in this press release and shown, together with normalizing
adjustments to other financial measures, in the accompanying tables, are
non-GAAP adjustments, and are reconciled to GAAP financial measures in the
accompanying tables.
Additional Information
In connection with the Separation, SHG Services, Inc. has filed with the
SEC a Registration Statement on Form S-1 and Sabra Health Care REIT, Inc.
has filed with the SEC a Registration Statement on Form S-4, each
containing an identical proxy statement/prospectus. The definitive proxy
statement/prospectus will be mailed to Sun stockholders. In addition, Sun
has filed a shelf registration statement on Form S-3 (including a
prospectus) relating to shares of common stock of Sun with the SEC, and
such registration statement has been declared effective. This release does
not constitute an offer to sell or a solicitation of an offer to buy shares
of Sun common stock; nor shall there be any offer, solicitation or sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. The offering of shares of Sun
common stock may be made only by means of a prospectus relating to the
proposed offering.
Before making any voting or investment decision, Sun stockholders and
investors are urged to read the proxy statement/prospectus, the prospectus
in the registration statement on FormS-3, and other documents filed with
the SEC carefully and in their entirety when they become available because
they will contain important information about the proposed transactions.
Stockholders will be able to obtain these documents free of charge at the
SEC’s web site at www.sec.gov. In addition, investors and stockholders of
Sun may obtain free copies of the documents filed with the SEC by
contacting Sun’s investor relations department at (505) 468-2341 (TDD
users, please call (505) 468-4458) or by sending a written request to
Investor Relations, Sun Healthcare Group, Inc. 101 Sun Avenue N.E.,
Albuquerque, N.M. 87109.
Sun and its directors and executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Sun in connection with the
transactions described in this release. Information about the directors
and executive officers of Sun and their ownership of shares of Sun common
stock are set forth in the Annual Report on Form 10-K for the year ended
December 31, 2009, filed with the SEC on March 5, 2010, and in the
definitive proxy statement relating to Sun’s 2010 Annual Meeting of
Stockholders filed with the SEC on April 30, 2010. These documents can be
obtained free of charge from the sources indicated above. Additional
information regarding the interests of these participants will also be
included in the definitive proxy statement/prospectus when it becomes
available.
SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES KEY INCOME STATEMENT FIGURES CONSOLIDATED (in thousands, except per share data) For the For the Three Months Three Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- Revenue $ 474,618 $ 468,713 Depreciation and amortization 12,561 11,153 Interest expense, net 11,776 12,465 Pre-tax income 17,403 18,328 Income tax expense 7,135 7,517 Income from continuing operations 10,268 10,811 Loss from discontinued operations (295) (715) ----------- ----------- Net income $ 9,973 $ 10,096 =========== =========== Diluted earnings per share $ 0.22 $ 0.23 =========== =========== Adjusted EBITDAR $ 60,550 $ 60,201 Margin - Adjusted EBITDAR 12.8% 12.8% Adjusted EBITDAR normalized $ 62,798 $ 64,501 Margin - Adjusted EBITDAR normalized 13.2% 13.8% Adjusted EBITDA $ 41,740 $ 41,986 Margin - Adjusted EBITDA 8.8% 9.0% Adjusted EBITDA normalized $ 43,988 $ 46,286 Margin - Adjusted EBITDA normalized 9.3% 9.9% Pre-tax income continuing operations - normalized $ 19,651 $ 22,628 Income tax expense - normalized $ 8,057 $ 9,280 Income from continuing operations - normalized $ 11,594 $ 13,348 Diluted earnings per share - normalized $ 0.26 $ 0.30 Net income - normalized $ 11,299 $ 12,981 Diluted earnings per share - normalized $ 0.25 $ 0.30 See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES KEY INCOME STATEMENT FIGURES CONSOLIDATED (in thousands, except per share data) For the For the Six Months Six Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- Revenue $ 947,874 $ 936,843 Depreciation and amortization 25,007 21,875 Interest expense, net 23,752 25,191 Pre-tax income 35,198 37,989 Income tax expense 14,431 15,575 Income from continuing operations 20,767 22,414 Loss from discontinued operations (596) (2,075) ----------- ----------- Net income $ 20,171 $ 20,339 =========== =========== Diluted earnings per share $ 0.46 $ 0.46 =========== =========== Adjusted EBITDAR $ 121,319 $ 121,673 Margin - Adjusted EBITDAR 12.8% 13.0% Adjusted EBITDAR normalized $ 123,567 $ 125,973 Margin - Adjusted EBITDAR normalized 13.0% 13.4% Adjusted EBITDA $ 83,957 $ 85,095 Margin - Adjusted EBITDA 8.9% 9.1% Adjusted EBITDA normalized $ 86,205 $ 89,395 Margin - Adjusted EBITDA normalized 9.1% 9.5% Pre-tax income continuing operations - normalized $ 37,446 $ 42,289 Income tax expense - normalized $ 15,353 $ 17,338 Income from continuing operations - normalized $ 22,093 $ 24,951 Diluted earnings per share - normalized $ 0.50 $ 0.57 Net income - normalized $ 21,497 $ 23,224 Diluted earnings per share - normalized $ 0.49 $ 0.53 See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) June 30, December 31, 2010 2009 ----------- ----------- (unaudited) (unaudited) ASSETS Current assets: Cash and cash equivalents $ 106,974 $ 104,483 Restricted cash 24,732 24,034 Accounts receivable, net 220,373 220,319 Prepaid expenses and other assets 18,021 21,757 Deferred tax assets 69,544 68,415 ----------- ----------- Total current assets 439,644 439,008 Property and equipment, net 620,999 622,682 Intangible assets, net 52,640 53,931 Goodwill 338,364 338,296 Restricted cash, non-current 348 3,317 Deferred tax assets 96,180 108,999 Other assets 5,000 4,961 ----------- ----------- Total assets $ 1,553,175 $ 1,571,194 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 52,922 $ 57,109 Accrued compensation and benefits 63,015 58,953 Accrued self-insurance obligations, current 43,794 45,661 Income taxes payable 338 - Other accrued liabilities 55,507 55,265 Current portion of long-term debt and capital lease obligations 74,827 46,416 ----------- ----------- Total current liabilities 290,403 263,404 Accrued self-insurance obligations, net of current portion 128,657 121,948 Long-term debt and capital lease obligations, net of current portion 588,736 654,132 Unfavorable lease obligations, net 11,233 12,663 Other long-term liabilities 60,692 69,983 ----------- ----------- Total liabilities 1,079,721 1,122,130 Stockholders' equity: Preferred stock of $.01 par value, authorized 10,000,000 shares, no shares were issued and outstanding as of June 30, 2010 and December 31, 2009 - - Common stock of $.01 par value, authorized 125,000,000 shares, 43,980,405 and 43,764,240 shares issued and outstanding as of June 30, 2010 and December 31, 2009, respectively 440 438 Additional paid-in capital 657,875 655,667 Accumulated deficit (183,841) (204,012) Accumulated other comprehensive loss, net (1,020) (3,029) ----------- ----------- 473,454 449,064 ----------- ----------- Total liabilities and stockholders' equity $ 1,553,175 $ 1,571,194 =========== =========== SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) For the For the Three Months Three Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- (unaudited) (unaudited) Total net revenues $ 474,618 $ 468,713 ----------- ----------- Costs and expenses: Operating salaries and benefits 267,880 261,967 Self-insurance for workers' compensation and general and professional liability insurance 14,558 16,809 Operating administrative costs 13,301 13,192 Other operating costs 95,884 94,530 Center rent expense 18,810 18,215 General and administrative expenses 15,157 15,721 Depreciation and amortization 12,561 11,153 Provision for losses on accounts receivable 5,040 6,293 Interest, net of interest income of $73 and $96, respectively 11,776 12,465 Transaction costs 2,248 - Loss on sale of assets, net - 40 ----------- ----------- Total costs and expenses 457,215 450,385 ----------- ----------- Income before income taxes and discontinued operations 17,403 18,328 Income tax expense 7,135 7,517 ----------- ----------- Income from continuing operations 10,268 10,811 ----------- ----------- Discontinued operations: Loss from discontinued operations, net of related taxes (295) (708) Loss on disposal of discontinued operations, net of related taxes - (7) ----------- ----------- Loss from discontinued operations, net (295) (715) ----------- ----------- Net income $ 9,973 $ 10,096 =========== =========== Basic income per common and common equivalent share: Income from continuing operations $ 0.23 $ 0.25 Loss from discontinued operations, net - (0.02) ----------- ----------- Net income $ 0.23 $ 0.23 =========== =========== Diluted income per common and common equivalent share: Income from continuing operations $ 0.23 $ 0.25 Loss from discontinued operations, net (0.01) (0.02) ----------- ----------- Net income $ 0.22 $ 0.23 =========== =========== Weighted average number of common and common equivalent shares outstanding: Basic 44,233 43,851 Diluted 44,352 43,960 SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (in thousands, except per share data) For the For the Six Months Six Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- (unaudited) (unaudited) Total net revenues $ 947,874 $ 936,843 ----------- ----------- Costs and expenses: Operating salaries and benefits 534,918 524,878 Self-insurance for workers' compensation and general and professional liability insurance 29,096 31,462 Operating administrative costs 25,589 25,769 Other operating costs 193,363 190,309 Center rent expense 37,362 36,578 General and administrative expenses 30,424 32,471 Depreciation and amortization 25,007 21,875 Provision for losses on accounts receivable 10,917 10,281 Interest, net of interest income of $163 and $203, respectively 23,752 25,191 Transaction costs 2,248 - Loss on sale of assets, net - 40 ----------- ----------- Total costs and expenses 912,676 898,854 ----------- ----------- Income before income taxes and discontinued operations 35,198 37,989 Income tax expense 14,431 15,575 ----------- ----------- Income from continuing operations 20,767 22,414 ----------- ----------- Discontinued operations: Loss from discontinued operations, net of related taxes (596) (1,760) Loss on disposal of discontinued operations, net of related taxes - (315) ----------- ----------- Loss from discontinued operations, net (596) (2,075) ----------- ----------- Net income $ 20,171 $ 20,339 =========== =========== Basic income per common and common equivalent share: Income from continuing operations $ 0.47 $ 0.51 Loss from discontinued operations, net (0.01) (0.05) ----------- ----------- Net income $ 0.46 $ 0.46 =========== =========== Diluted income per common and common equivalent share: Income from continuing operations $ 0.47 $ 0.51 Loss from discontinued operations, net (0.01) (0.05) ----------- ----------- Net Income $ 0.46 $ 0.46 =========== =========== Weighted average number of common and common equivalent shares outstanding: Basic 44,119 43,748 Diluted 44,234 43,891 SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the For the Three Months Three Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- (unaudited) (unaudited) Cash flows from operating activities: Net income $ 9,973 $ 10,096 Adjustments to reconcile net income to net cash provided by operating activities, including discontinued operations: Depreciation and amortization 12,561 11,153 Amortization of favorable and unfavorable lease intangibles (474) (474) Provision for losses on accounts receivable 5,125 6,294 Loss on sale of assets, including discontinued operations, net - 53 Stock-based compensation expense 1,694 1,641 Deferred taxes 6,755 6,345 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (4,871) (11,599) Restricted cash 3,427 1,415 Prepaid expenses and other assets (1,670) (392) Accounts payable 7,140 (1,527) Accrued compensation and benefits (4,362) (3,907) Accrued self-insurance obligations 2,805 344 Income taxes payable (290) - Other accrued liabilities (2,457) (5,571) Other long-term liabilities (4,144) 885 ----------- ----------- Net cash provided by operating activities 31,212 14,756 ----------- ----------- Cash flows from investing activities: Capital expenditures (10,656) (13,137) Purchase of leased real estate - (3,275) ----------- ----------- Net cash used for investing activities (10,656) (16,412) ----------- ----------- Cash flows from financing activities: Principal repayments of long-term debt and capital lease obligations (16,036) (2,075) Distribution to non-controlling interest - (549) Proceeds from issuance of common stock - 7 ----------- ----------- Net cash used for financing activities (16,036) (2,617) ----------- ----------- Net (decrease) increase in cash and cash equivalents 4,520 (4,273) Cash and cash equivalents at beginning of period 102,454 99,945 ----------- ----------- Cash and cash equivalents at end of period $ 106,974 $ 95,672 =========== =========== Reconciliation of net cash provided by operating activities to free cash flow: Net cash provided by operating activities $ 31,212 $ 14,756 Capital expenditures (10,656) (13,137) ----------- ----------- Free cash flow $ 20,556 $ 1,619 =========== =========== Free cash flow is defined as net cash flow provided by operating activities less cash used for capital expenditures. Free cash flow is used by management to evaluate discretionary cash flow potentially available for debt service and other financing activities. SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the For the Six Months Six Months Ended Ended June 30, June 30, 2010 2009 ----------- ----------- (unaudited) (unaudited) Cash flows from operating activities: Net income $ 20,171 $ 20,339 Adjustments to reconcile net income to net cash provided by operating activities, including discontinued operations: Depreciation and amortization 25,007 21,875 Amortization of favorable and unfavorable lease intangibles (948) (876) Provision for losses on accounts receivable 11,139 10,281 Loss on sale of assets, including discontinued operations, net - 575 Stock-based compensation expense 3,087 2,909 Deferred taxes 11,691 12,520 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (11,193) (21,667) Restricted cash 2,271 9,521 Prepaid expenses and other assets 2,613 (238) Accounts payable 1,281 (5,063) Accrued compensation and benefits 4,062 366 Accrued self-insurance obligations 4,842 1,251 Income taxes payable 338 - Other accrued liabilities 13 (825) Other long-term liabilities (5,099) 1,181 ----------- ----------- Net cash provided by operating activities 69,275 52,149 ----------- ----------- Cash flows from investing activities: Capital expenditures (27,714) (25,002) Purchase of leased real estate - (3,275) Proceeds from sale of assets held for sale - 2,174 ----------- ----------- Net cash used for investing activities (27,714) (26,103) ----------- ----------- Cash flows from financing activities: Principal repayments of long-term debt and capital lease obligations (36,976) (21,687) Payment to non-controlling interest (2,025) - Distribution to non-controlling interest (69) (860) Proceeds from issuance of common stock - 20 ----------- ----------- Net cash used for financing activities (39,070) (22,527) ----------- ----------- Net increase in cash and cash equivalents 2,491 3,519 Cash and cash equivalents at beginning of period 104,483 92,153 ----------- ----------- Cash and cash equivalents at end of period $ 106,974 $ 95,672 =========== =========== Reconciliation of net cash provided by operating activities to free cash flow: Net cash provided by operating activities $ 69,275 $ 52,149 Capital expenditures (27,714) (25,002) ----------- ----------- Free cash flow $ 41,561 $ 27,147 =========== =========== Free cash flow is defined as net cash flow provided by operating activities less cash used for capital expenditures. Free cash flow is used by management to evaluate discretionary cash flow potentially available for debt service and other financing activities. SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME TO EBITDA and EBITDAR (in thousands) For the For the Three Months Three Months Ended Ended June 30, June 30, 2010 2009 ------------ ------------ (unaudited) (unaudited) Total net revenues $ 474,618 $ 468,713 ------------ ------------ Net income $ 9,973 $ 10,096 ------------ ------------ Income from continuing operations 10,268 10,811 Income tax expense 7,135 7,517 Interest, net 11,776 12,465 Depreciation and amortization 12,561 11,153 ------------ ------------ EBITDA $ 41,740 $ 41,946 Loss on sale of assets, net - 40 Adjusted EBITDA $ 41,740 $ 41,986 Center rent expense 18,810 18,215 ------------ ------------ Adjusted EBITDAR $ 60,550 $ 60,201 ============ ============ EBITDA is defined as earnings before loss on discontinued operations, income taxes, interest, net, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before loss on sale of assets, net. Adjusted EBITDAR is defined as Adjusted EBITDA before center rent expense. Adjusted EBITDA and Adjusted EBITDAR are used by management to evaluate financial performance and resource allocation for each entity within the operating units and for the Company as a whole. Adjusted EBITDA and Adjusted EBITDAR are commonly used as analytical indicators within the healthcare industry and also serve as measures of leverage capacity and debt service ability. Adjusted EBITDA and Adjusted EBITDAR should not considered as measures of financial performance under generally accepted accounting principles. As the items excluded from Adjusted EBITDA and Adjusted EBITDAR are significant components in understanding and assessing finance performance, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as alternatives to net income, cash flows generated by or used in operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA and Adjusted EBTIDAR are not measurements determined in accordance with U.S. generally accepted accounting principles and are thus susceptible to varying calculations. Adjusted EBITDA and Adjusted EBITDAR as presented may not be comparable to other similarly titled measures of other companies. SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA and ADJUSTED EBITDAR (in thousands) For the For the Six Months Six Months Ended Ended June 30, June 30, 2010 2009 ------------ ------------ (unaudited) (unaudited) Total net revenues $ 947,874 $ 936,843 ------------ ------------ Net income $ 20,171 $ 20,339 ------------ ------------ Income from continuing operations 20,767 22,414 Income tax expense 14,431 15,575 Interest, net 23,752 25,191 Depreciation and amortization 25,007 21,875 ------------ ------------ EBITDA $ 83,957 $ 85,055 Loss on sale of assets, net - 40 ------------ ------------ Adjusted EBITDA $ 83,957 $ 85,095 Center rent expense 37,362 36,578 ------------ ------------ Adjusted EBITDAR $ 121,319 $ 121,673 ============ ============ EBITDA is defined as earnings before loss on discontinued operations, income taxes, interest, net, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before loss on sale of assets , net. Adjusted EBITDAR is defined as Adjusted EBITDA before center rent expense. Adjusted EBITDA and Adjusted EBITDAR are used by management to evaluate financial performance and resource allocation for each entity within the operating units and for the Company as a whole. Adjusted EBITDA and Adjusted EBITDAR are commonly used as analytical indicators within the healthcare industry and also serve as measures of leverage capacity and debt service ability. Adjusted EBITDA and Adjusted EBITDAR should not considered as measures of financial performance under generally accepted accounting principles. As the items excluded from Adjusted EBITDA and Adjusted EBITDAR are significant components in understanding and assessing finance performance, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as alternatives to net income, cash flows generated by or used in operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA and Adjusted EBTIDAR are not measurements determined in accordance with U.S. generally accepted accounting principles and are thus susceptible to varying calculations. Adjusted EBITDA and Adjusted EBITDAR as presented may not be comparable to other similarly titled measures of other companies. SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA and ADJUSTED EBITDAR ($ in thousands) For the Three Months Ended June 30, 2010 (unaudited) Rehabi- Elimina- litation Medical tion of Inpatient Therapy Staffing Other & Affiliated Consoli- Services Services Services Corp Seg Revenue dated -------- ------- ------- -------- -------- -------- Nonaffiliated revenue $421,720 $30,017 $22,875 $ 6 $ - $474,618 Affiliated revenue - 21,034 496 - (21,530) - -------- ------- ------- -------- -------- -------- Total revenue $421,720 $51,051 $23,371 $ 6 $(21,530) $474,618 -------- ------- ------- -------- -------- -------- Income (loss) from continuing operations $ 39,014 $ 3,921 $ 1,802 $(34,469) $ - $ 10,268 Income tax expense - - - 7,135 - 7,135 Interest, net 2,706 - - 9,070 - 11,776 Depreciation and amortization 11,418 159 182 802 - 12,561 -------- ------- ------- -------- -------- -------- EBITDA $ 53,138 $ 4,080 $ 1,984 $(17,462) $ - $ 41,740 Loss on sale of assets, net - - - - - - -------- ------- ------- -------- -------- -------- Adjusted EBITDA $ 53,138 $ 4,080 $ 1,984 $(17,462) $ - $ 41,740 Center rent expense 18,489 118 203 - - 18,810 -------- ------- ------- -------- -------- -------- Adjusted EBITDAR $ 71,627 $ 4,198 $ 2,187 $(17,462) $ - $ 60,550 ======== ======= ======= ======== ======== ======== Normalized Adjusted EBITDA $ 53,138 $ 4,080 $ 1,984 $(15,214) $ - $ 43,988 Normalized Adjusted EBITDAR $ 71,627 $ 4,198 $ 2,187 $(15,214) $ - $ 62,798 Adjusted EBITDA margin 12.6% 8.0% 8.5% 8.8% Adjusted EBITDAR margin 17.0% 8.2% 9.4% 12.8% Normalized Adjusted EBITDA margin 12.6% 8.0% 8.5% 9.3% Normalized Adjusted EBITDAR margin 17.0% 8.2% 9.4% 13.2% See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA and ADJUSTED EBITDAR ($ in thousands) For the Six Months Ended June 30, 2010 (unaudited) Rehabi- Elimina- litation Medical tion of Inpatient Therapy Staffing Other & Affiliated Consoli- Services Services Services Corp Seg Revenue dated -------- -------- ------- -------- -------- -------- Nonaffiliated revenue $842,248 $ 59,381 $46,231 $ 14 $ - $947,874 Affiliated revenue - 42,187 640 - (42,827) - -------- -------- ------- -------- -------- -------- Total revenue $842,248 $101,568 $46,871 $ 14 $(42,827) $947,874 -------- -------- ------- -------- -------- -------- Income (loss) from continuing operations $ 76,771 $ 7,797 $ 3,283 $(67,084) $ - $ 20,767 Income tax expense - - - 14,431 - 14,431 Interest, net 5,517 - (1) 18,236 - 23,752 Depreciation and amortization 22,698 311 362 1,636 - 25,007 -------- -------- ------- -------- -------- -------- EBITDA $104,986 $ 8,108 $ 3,644 $(32,781) $ - $ 83,957 Loss on sale of assets, net - - - - - - -------- -------- ------- -------- -------- -------- Adjusted EBITDA $104,986 $ 8,108 $ 3,644 $(32,781) $ - $ 83,957 Center rent expense 36,709 240 413 - - 37,362 -------- -------- ------- -------- -------- -------- Adjusted EBITDAR $141,695 $ 8,348 $ 4,057 $(32,781) $ - $121,319 ======== ======== ======= ======== ======== ======== Normalized Adjusted EBITDA $104,986 $ 8,108 $ 3,644 $(30,533) $ - $ 86,205 Normalized Adjusted EBITDAR $141,695 $ 8,348 $ 4,057 $(30,533) $ - $123,567 Adjusted EBITDA margin 12.5% 8.0% 7.8% 8.9% Adjusted EBITDAR margin 16.8% 8.2% 8.7% 12.8% Normalized Adjusted EBITDA margin 12.5% 8.0% 7.8% 9.1% Normalized Adjusted EBITDAR margin 16.8% 8.2% 8.7% 13.0% See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA and ADJUSTED EBITDAR ($ in thousands) For the Three Months Ended June 30, 2009 (unaudited) Rehabi- Elimina- litation Medical tion of Inpatient Therapy Staffing Other & Affiliated Consoli- Services Services Services Corp Seg Revenue dated -------- ------- ------- -------- -------- -------- Nonaffiliated revenue $416,451 $26,155 $26,097 $ 10 $ - $468,713 Affiliated revenue - 18,360 563 - (18,923) - -------- ------- ------- -------- -------- -------- Total revenue $416,451 $44,515 $26,660 $ 10 $(18,923) $468,713 -------- ------- ------- -------- -------- -------- Income (loss) from continuing operations $ 38,804 $ 3,077 $ 2,289 $(33,359) $ - $ 10,811 Income tax expense - - - 7,517 - 7,517 Interest, net 3,111 - (1) 9,355 - 12,465 Depreciation and amortization 10,118 131 232 672 - 11,153 -------- ------- ------- -------- -------- -------- EBITDA $ 52,033 $ 3,208 $ 2,520 $(15,815) $ - $ 41,946 Loss on sale of assets, net 6 34 - - - 40 -------- ------- ------- -------- -------- -------- Adjusted EBITDA $ 52,039 $ 3,242 $ 2,520 $(15,815) $ - $ 41,986 Center rent expense 17,868 114 233 - - 18,215 -------- ------- ------- -------- -------- -------- Adjusted EBITDAR $ 69,907 $ 3,356 $ 2,753 $(15,815) $ - $ 60,201 ======== ======= ======= ======== ======== ======== Normalized Adjusted EBITDA $ 56,339 $ 3,242 $ 2,520 $(15,815) $ - $ 46,286 Normalized Adjusted EBITDAR $ 74,207 $ 3,356 $ 2,753 $(15,815) $ - $ 64,501 Adjusted EBITDA margin 12.5% 7.3% 9.5% 9.0% Adjusted EBITDAR margin 16.8% 7.5% 10.3% 12.8% Normalized Adjusted EBITDA margin 13.5% 7.3% 9.5% 9.9% Normalized Adjusted EBITDAR margin 17.8% 7.5% 10.3% 13.8% See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA and ADJUSTED EBITDAR ($ in thousands) For the Six Months Ended June 30, 2009 (unaudited) Rehabi- Elimina- litation Medical tion of Inpatient Therapy Staffing Other & Affiliated Consoli- Services Services Services Corp Seg Revenue dated -------- ------- ------- -------- -------- -------- Nonaffiliated revenue $831,687 $51,671 $53,471 $ 14 $ - $936,843 Affiliated revenue - 36,576 1,123 - (37,699) - -------- ------- ------- -------- -------- -------- Total revenue $831,687 $88,247 $54,594 $ 14 $(37,699) $936,843 -------- ------- ------- -------- -------- -------- Income (loss) from continuing operations $ 80,598 $ 5,966 $ 4,310 $(68,460) $ - $ 22,414 Income tax expense - - - 15,575 - 15,575 Interest, net 6,322 (2) (1) 18,872 - 25,191 Depreciation and amortization 19,845 259 422 1,349 - 21,875 -------- ------- ------- -------- -------- -------- EBITDA $106,765 $ 6,223 $ 4,731 $(32,664) $ - $ 85,055 Loss on sale of assets, net 6 34 - - - 40 -------- ------- ------- -------- -------- -------- Adjusted EBITDA $106,771 $ 6,257 $ 4,731 $(32,664) $ - $ 85,095 Center rent expense 35,872 229 477 - - 36,578 -------- ------- ------- -------- -------- -------- Adjusted EBITDAR $142,643 $ 6,486 $ 5,208 $(32,664) $ - $121,673 ======== ======= ======= ======== ======== ======== Normalized Adjusted EBITDA $111,071 $ 6,257 $ 4,731 $(32,664) $ - $ 89,395 Normalized Adjusted EBITDAR $146,943 $ 6,486 $ 5,208 $(32,664) $ - $125,973 Adjusted EBITDA margin 12.8% 7.1% 8.7% 9.1% Adjusted EBITDAR margin 17.2% 7.3% 9.5% 13.0% Normalized Adjusted EBITDA margin 13.4% 7.1% 8.7% 9.5% Normalized Adjusted EBITDAR margin 17.7% 7.3% 9.5% 13.4% See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." See normalizing adjustments in the table "Normalizing Adjustments - Quarter Comparison." Sun Healthcare Group, Inc. and Subsidiaries Selected Operating Statistics Continuing Operations For the For the Three Months Ended Six Months Ended June 30, June 30, ---------------------- ---------------------- 2010 2009 2010 2009 -------- -------- -------- -------- Consolidated Company Revenues - Non-affiliated (in thousands) Inpatient Services $421,720 $416,451 $842,248 $831,687 Rehabilitation Therapy Services 30,017 26,155 59,381 51,671 Medical Staffing Services 22,875 26,097 46,231 53,471 Other - non-core businesses 6 10 14 14 -------- -------- -------- -------- Total $474,618 $468,713 $947,874 $936,843 ======== ======== ======== ======== Revenue Mix - Non-affiliated (in thousands) Medicare $141,520 30% $137,863 29% $283,701 30% $279,739 30% Medicaid 190,596 40% 188,030 40% 379,920 40% 369,480 39% Private and Other 113,475 24% 112,784 24% 225,881 24% 227,282 24% Managed Care / Insurance 24,045 5% 25,789 6% 48,458 5% 52,198 6% Veterans 4,982 1% 4,247 1% 9,914 1% 8,144 1% -------- --- -------- --- -------- --- -------- --- Total $474,618 100% $468,713 100% $947,874 100% $936,843 100% ======== === ======== === ======== === ======== === Inpatient Services Stats Number of centers: 202 202 202 202 Number of available beds: 22,427 22,450 22,427 22,450 Occupancy %: 86.7% 87.8% 87.1% 88.2% Payor Mix % based on patient days: Medicare - SNF Beds 15.3% 15.7% 15.4% 16.1% Managed care / Ins. - SNF Beds 4.0% 4.1% 4.0% 4.2% -------- -------- -------- -------- Total SNF skilled mix 19.3% 19.8% 19.4% 20.3% -------- -------- -------- -------- Medicare 14.0% 14.3% 14.1% 14.7% Medicaid 62.1% 60.9% 62.1% 60.4% Private and Other 19.1% 20.0% 18.9% 20.0% Managed Care / Insurance 3.6% 3.8% 3.7% 3.9% Veterans 1.2% 1.0% 1.2% 1.0% Revenue Mix % of revenues: Medicare - SNF Beds 32.1% 32.6% 32.3% 33.2% Managed care / Ins. - SNF Beds 6.0% 6.5% 6.1% 6.6% -------- -------- -------- -------- Total SNF skilled mix 38.1% 39.1% 38.4% 39.8% -------- -------- -------- -------- Medicare 32.4% 32.1% 32.6% 32.7% Medicaid 45.2% 45.1% 45.1% 44.4% Private and Other 15.6% 15.6% 15.4% 15.7% Managed Care / Insurance 5.6% 6.2% 5.7% 6.2% Veterans 1.2% 1.0% 1.2% 1.0% Revenues PPD: LTC only Medicare (Part A) $ 464.00 $ 454.44 $ 464.99 $ 452.37 Medicare Blended Rate (Part A & B) $ 504.18 $ 494.37 $ 503.24 $ 489.93 Medicaid $ 173.30 $ 171.77 $ 173.19 $ 170.25 Private and Other $ 185.66 $ 175.27 $ 185.99 $ 176.10 Managed Care / Insurance $ 367.89 $ 376.44 $ 365.84 $ 375.17 Veterans $ 240.63 $ 234.73 $ 242.86 $ 227.45 Rehab contracts Affiliated 131 121 131 121 Non-affiliated 335 326 335 326 Average Qtrly Revenue per Contract $ 110 $ 100 $ 109 $ 99 (in thousands) SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES NORMALIZING ADJUSTMENTS - QUARTER COMPARISON (in thousands, except per share data) AS REPORTED - 2nd QUARTER 2010 --------------------------------------------------------- Income from Contin- uing Adjusted Adjusted Opera- Net Revenue EBITDAR EBITDA Pre-tax tions Disc Ops Income -------- ------- ------- ------- ------- ------- ------- As Reported 2nd QUARTER 2010 $474,618 $60,550 $41,740 $17,403 $10,268 $ (295) $ 9,973 Percent of Revenue 12.8% 8.8% 3.7% 2.2% -0.1% 2.1% Normalizing Adjustments: Separation transaction costs - 2,248 2,248 2,248 1,326 - 1,326 -------- ------- ------- ------- ------- ------- ------- Normalized As Reported - 2nd QUARTER 2010 $474,618 $62,798 $43,988 $19,651 $11,594 $ (295) $11,299 ======== ======= ======= ======= ======= ======= ======= Percent of Revenue 13.2% 9.3% 4.1% 2.4% -0.1% 2.4% Diluted EPS: As Reported $ 0.23 $ (0.01) $ 0.22 As Normalized $ 0.26 $ (0.01) $ 0.25 AS REPORTED - 2nd QUARTER 2009 --------------------------------------------------------- Income from Contin- uing Adjusted Adjusted Opera- Net Revenue EBITDAR EBITDA Pre-tax tions Disc Ops Income -------- ------- ------- ------- ------- ------- ------- As Reported - 2nd QUARTER 2009 $468,713 $60,201 $41,986 $18,328 $10,811 $ (715) $10,096 Percent of Revenue 12.8% 9.0% 3.9% 2.3% -0.2% 2.2% Normalizing Adjustments: Prior periods' self-insurance costs - 4,300 4,300 4,300 2,537 348 2,885 -------- ------- ------- ------- ------- ------- ------- Normalized As Reported - 2nd QUARTER 2009 $468,713 $64,501 $46,286 $22,628 $13,348 $ (367) $12,981 ======== ======= ======= ======= ======= ======= ======= Percent of Revenue 13.8% 9.9% 4.8% 2.8% -0.1% 2.8% Diluted EPS: As Reported $ 0.25 $ (0.02) $ 0.23 As Normalized $ 0.30 $ - $ 0.30 See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." Normalizing adjustments are transactions or adjustments not related to ongoing operations and consist of Separation transaction costs and prior periods' self-insurance costs. Since normalizing adjustments are not measurements determined in accordance with U.S. generally accepted accounting principles and are thus susceptible to varying calculations and interpretations, the information presented herein may not be comparable to other similarly described information of other companies. SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES NORMALIZING ADJUSTMENTS - YEAR TO DATE COMPARISON (in thousands, except per share data) AS REPORTED - SIX MONTHS 2010 --------------------------------------------------------- Income from Contin- uing Adjusted Adjusted Opera- Net Revenue EBITDAR EBITDA Pre-tax tions Disc Ops Income -------- -------- ------- ------- -------- ------- ------- As Reported - Six Months 2010 $947,874 $121,319 $83,957 $35,198 $20,767 $ (596) $20,171 Percent of Revenue 12.8% 8.9% 3.7% 2.2% -0.1% 2.1% Normalizing Adjustments: Separation transaction costs - 2,248 2,248 2,248 1,326 - 1,326 -------- -------- ------- ------- ------- -------- ------- Normalized As Reported - Six Months 2010 $947,874 $123,567 $86,205 $37,446 $22,093 $ (596) $21,497 ======== ======== ======= ======= ======= ======== ======= Percent of Revenue 13.0% 9.1% 4.0% 2.3% -0.1% 2.3% Diluted EPS: As Reported $ 0.47 $ (0.01) $ 0.46 As Normalized $ 0.50 $ (0.01) $ 0.49 AS REPORTED - SIX MONTHS 2009 --------------------------------------------------------- Income from Contin- uing Adjusted Adjusted Opera- Net Revenue EBITDAR EBITDA Pre-tax tions Disc Ops Income -------- -------- ------- ------- -------- ------- ------- As Reported - Six Months 2009 $936,843 $121,673 $85,095 $37,989 $22,414 $ (2,075) $20,339 Percent of Revenue 13.0% 9.1% 4.1% 2.4% -0.2% 2.2% Normalizing Adjustments: Prior periods' self-insurance costs - 4,300 4,300 4,300 2,537 348 2,885 -------- -------- ------- ------- ------- -------- ------- Normalized As Reported - Six Months 2009 $936,843 $125,973 $89,395 $42,289 $24,951 $ (1,727) $23,224 ======== ======== ======= ======= ======= ======== ======= Percent of Revenue 13.4% 9.5% 4.5% 2.7% -0.2% 2.5% Diluted EPS: As Reported $ 0.51 $ (0.05) $ 0.46 As Normalized $ 0.57 $ (0.04) $ 0.53 See definitions of Adjusted EBITDA and Adjusted EBITDAR in the table "Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR." Normalizing adjustments are transactions or adjustments not related to ongoing operations and consist of Separation transaction costs and prior periods' self-insurance costs. Since normalizing adjustments are not measurements determined in accordance with U.S. generally accepted accounting principles and are thus susceptible to varying calculations and interpretations, the information presented herein may not be comparable to other similarly described information of other companies.
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