Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission file number: 001-14057

KINDRED HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   61-1323993
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

680 South Fourth Street

Louisville, KY

  40202-2412
(Address of principal executive offices)   (Zip Code)

(502) 596-7300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class of Common Stock

 

Outstanding at July 31, 2009

Common stock, $0.25 par value   39,031,952 shares

 

 

 

 

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Table of Contents

KINDRED HEALTHCARE, INC.

FORM 10-Q

INDEX

 

          Page

PART I.

  

FINANCIAL INFORMATION

  

Item 1.

  

Financial Statements (Unaudited):

  
  

Condensed Consolidated Statement of Operations — for the three months ended June 30,  2009 and 2008 and for the six months ended June 30, 2009 and 2008

   3
  

Condensed Consolidated Balance Sheet — June 30, 2009 and December 31, 2008

   4
  

Condensed Consolidated Statement of Cash Flows — for the three months ended June 30,  2009 and 2008 and for the six months ended June 30, 2009 and 2008

   5
  

Notes to Condensed Consolidated Financial Statements

   6

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   21

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   42

Item 4.

  

Controls and Procedures

   43

PART II.

  

OTHER INFORMATION

  

Item 1.

  

Legal Proceedings

   44

Item 4.

  

Submission of Matters to a Vote of Security Holders

   44

Item 6.

  

Exhibits

   44

 

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KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Revenues

   $ 1,073,054      $ 1,026,041      $ 2,142,528      $ 2,060,516   
                                

Salaries, wages and benefits

     620,830        587,416        1,236,048        1,179,656   

Supplies

     83,912        80,769        164,248        158,603   

Rent

     86,882        85,860        172,083        169,483   

Other operating expenses

     221,755        213,544        442,160        437,517   

Other income

     (2,823     (5,167     (5,695     (9,884

Depreciation and amortization

     31,355        30,545        61,845        61,103   

Interest expense

     2,229        2,907        4,707        7,828   

Investment income

     (1,033     (2,335     (2,508     (5,582
                                
     1,043,107        993,539        2,072,888        1,998,724   
                                

Income from continuing operations before income taxes

     29,947        32,502        69,640        61,792   

Provision for income taxes

     12,409        13,025        28,761        25,105   
                                

Income from continuing operations

     17,538        19,477        40,879        36,687   

Discontinued operations, net of income taxes:

        

Loss from operations

     (897     (528     (1,478     (3,048

Gain (loss) on divestiture of operations

     (24,051     2,712        (24,051     2,712   
                                

Net income (loss)

   $ (7,410   $ 21,661      $ 15,350      $ 36,351   
                                

Earnings (loss) per common share:

        

Basic:

        

Income from continuing operations

   $ 0.45      $ 0.50      $ 1.05      $ 0.95   

Discontinued operations:

        

Loss from operations

     (0.02     (0.01     (0.04     (0.08

Gain (loss) on divestiture of operations

     (0.62     0.07        (0.62     0.07   
                                

Net income (loss)

   $ (0.19   $ 0.56      $ 0.39      $ 0.94   
                                

Diluted:

        

Income from continuing operations

   $ 0.45      $ 0.49      $ 1.05      $ 0.94   

Discontinued operations:

        

Loss from operations

     (0.02     (0.01     (0.04     (0.08

Gain (loss) on divestiture of operations

     (0.62     0.07        (0.62     0.07   
                                

Net income (loss)

   $ (0.19   $ 0.55      $ 0.39      $ 0.93   
                                

Shares used in computing earnings (loss) per common share:

        

Basic

     38,307        37,714        38,246        37,579   

Diluted

     38,415        38,474        38,366        38,273   

See accompanying notes.

 

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KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In thousands, except per share amounts)

 

     June 30,
2009
    December 31,
2008
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 39,727      $ 140,795   

Cash – restricted

     5,305        5,104   

Insurance subsidiary investments

     156,932        196,983   

Accounts receivable less allowance for loss of $24,734 – June 30, 2009 and $27,548 – December 31, 2008

     660,526        611,032   

Inventories

     22,122        22,325   

Deferred tax assets

     76,351        58,296   

Income taxes

     1,197        47,257   

Other

     21,132        20,843   
                
     983,292        1,102,635   

Property and equipment

     1,459,746        1,392,636   

Accumulated depreciation

     (710,574     (656,676
                
     749,172        735,960   

Goodwill

     74,306        72,244   

Intangible assets less accumulated amortization of $2,210 – June 30, 2009 and $1,817 – December 31, 2008

     63,973        64,367   

Assets held for sale

     32,197        7,786   

Insurance subsidiary investments

     52,196        48,610   

Deferred tax assets

     106,206        100,751   

Other

     54,286        49,408   
                
   $ 2,115,628      $ 2,181,761   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 155,276      $ 178,246   

Salaries, wages and other compensation

     282,734        281,542   

Due to third party payors

     23,369        33,122   

Professional liability risks

     49,677        55,447   

Other accrued liabilities

     80,468        76,832   

Long-term debt due within one year

     83        81   
                
     591,607        625,270   

Long-term debt

     274,791        349,433   

Professional liability risks

     209,116        187,804   

Deferred credits and other liabilities

     106,149        104,279   

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, $0.25 par value; authorized 175,000 shares; issued 39,018 shares – June 30, 2009 and 38,909 shares – December 31, 2008

     9,754        9,727   

Capital in excess of par value

     815,439        812,141   

Accumulated other comprehensive loss

     (3,304     (3,619

Retained earnings

     112,076        96,726   
                
     933,965        914,975   
                
   $ 2,115,628      $ 2,181,761   
                

See accompanying notes.

 

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KINDRED HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2009     2008     2009     2008  

Cash flows from operating activities:

       

Net income (loss)

  $ (7,410   $ 21,661      $ 15,350      $ 36,351   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

       

Depreciation and amortization

    31,714        31,269        62,519        62,674   

Amortization of stock-based compensation costs

    2,660        3,626        5,099        7,395   

Provision for doubtful accounts

    7,631        6,788        14,647        15,160   

Deferred income taxes

    (7,328     (8,429     (9,507     (13,147

(Gain) loss on divestiture of discontinued operations

    24,051        (2,712     24,051        (2,712

Other

    32        (517     236        (1,093

Change in operating assets and liabilities:

       

Accounts receivable

    22,274        17,997        (64,141     (84,146

Inventories and other assets

    (2,026     2,714        (9,561     (4,458

Accounts payable

    (2,383     (11,382     (10,268     (11,030

Income taxes

    2,878        (2,612     46,101        38,984   

Due to third party payors

    (19,154     (11,316     (9,753     (14,807

Other accrued liabilities

    30,331        (3,133     22,261        4,989   
                               

Net cash provided by operating activities

    83,270        43,954        87,034        34,160   
                               

Cash flows from investing activities:

       

Purchase of property and equipment

    (38,896     (39,920     (78,882     (64,860

Acquisitions

    (59,793     (24,325     (75,397     (26,405

Sale of assets

           20,760               27,239   

Purchase of insurance subsidiary investments

    (22,415     (33,835     (58,672     (69,068

Sale of insurance subsidiary investments

    25,927        28,034        80,019        66,933   

Net change in insurance subsidiary cash and cash equivalents

    (4,783     (1,525     15,675        38,428   

Change in other investments

    2,000        7,000        2,000        7,000   

Other

    5,347        194        4,394        1,288   
                               

Net cash used in investing activities

    (92,613     (43,617     (110,863     (19,445
                               

Cash flows from financing activities:

       

Proceeds from borrowings under revolving credit

    266,100        353,100        656,900        728,100   

Repayment of borrowings under revolving credit

    (359,900     (343,500     (731,500     (737,700

Repayment of long-term debt

    (20     (19     (40     (38

Repayment of capital lease obligation

           (15,993            (16,268

Payment of deferred financing costs

    (118     (48     (427     (179

Issuance of common stock

           5,056               5,778   

Other

    (442     2,991        (2,172     (8,469
                               

Net cash provided by (used in) financing activities

    (94,380     1,587        (77,239     (28,776
                               

Change in cash and cash equivalents

    (103,723     1,924        (101,068     (14,061

Cash and cash equivalents at beginning of period

    143,450        16,892        140,795        32,877   
                               

Cash and cash equivalents at end of period

  $ 39,727      $ 18,816      $ 39,727      $ 18,816   
                               

Supplemental information:

       

Interest payments

  $ 1,837      $ 2,546      $ 3,907      $ 7,633   

Income tax payments (refunds)

    16,367        23,641        (8,803     (2,690

See accompanying notes.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

Business

Kindred Healthcare, Inc. is a healthcare services company that through its subsidiaries operates hospitals, nursing centers and a contract rehabilitation services business across the United States (collectively, the “Company”). At June 30, 2009, the Company’s hospital division operated 82 long-term acute care (“LTAC”) hospitals in 24 states. The Company’s health services division operated 222 nursing centers in 27 states. The Company also operated a contract rehabilitation services business that provides rehabilitative services primarily in long-term care settings.

In recent years, the Company has completed several transactions related to the divestiture of unprofitable hospitals and nursing centers to improve its future operating results. For accounting purposes, the operating results of these businesses and the gains, losses or impairments associated with these transactions have been classified as discontinued operations in the accompanying unaudited condensed consolidated statement of operations for all periods presented. Assets not sold at June 30, 2009 have been measured at the lower of carrying value or estimated fair value less costs of disposal and have been classified as held for sale in the accompanying unaudited condensed consolidated balance sheet. See Note 2 for a summary of discontinued operations.

Impact of recent accounting pronouncements

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168 (“SFAS 168”), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles–a replacement of FASB Statement No. 162,” which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement establishes the FASB Accounting Standards Codification (the “FASB Codification”) as the sole source of authoritative accounting principles recognized by the FASB. SFAS 168 is effective for all financial statements issued for interim and annual reporting periods beginning after September 15, 2009. The adoption of SFAS 168 is not expected to have an impact on the Company’s business, financial position, results of operations or liquidity.

In May 2009, the FASB issued SFAS No. 165 (“SFAS 165”), “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This statement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for all interim and annual reporting periods beginning after June 15, 2009. The adoption of SFAS 165 is not expected to have an impact on the Company’s business, financial position, results of operations or liquidity.

In April 2009, the FASB issued the following guidance related to fair value measurements and disclosures and the recognition of other-than-temporary impairments of financial instruments:

 

   

FASB Staff Position (“FSP”) SFAS No. 157-4 (“SFAS 157-4”), “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which provides additional guidance for determining whether the market for a security is inactive and whether transactions in inactive markets are distressed.

 

   

FSP SFAS No. 115-2 (“SFAS 115-2”) and SFAS No. 124-2 (“SFAS 124-2”), “Recognition and Presentation of Other-Than-Temporary Impairments,” which clarify the recognition and measurement of other-than-temporary impairments of debt and equity securities.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (Continued)

Impact of recent accounting pronouncements (Continued)

 

   

FSP SFAS No. 107-1 (“SFAS 107-1”) and Accounting Principles Board No. 28-1 (“APB 28-1”), “Interim Disclosures about Fair Value of Financial Instruments,” which require an entity to provide disclosures about the fair value of financial instruments in both interim and annual financial statements.

The provisions above related to fair value measurements and other-than-temporary impairments are effective for all interim and annual reporting periods beginning after June 15, 2009. The adoption of these provisions is not expected to have a material impact on the Company’s business, financial position, results of operations or liquidity.

On January 1, 2009, the Company adopted FSP Emerging Issues Task Force 03-6-1 (“EITF 03-6-1”), “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” which requires that unvested restricted stock that entitles the holder to receive nonforfeitable dividends before vesting be included as a participating security in the basic and diluted earnings (loss) per common share calculation pursuant to the two-class method. The adoption of EITF 03-6-1 has been applied retrospectively in the accompanying unaudited condensed consolidated financial statements and did not have a material impact on the Company’s earnings (loss) per common share calculations. See Note 5.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations,” which significantly changes the accounting for business combinations, including, among other changes, new accounting concepts in determining the fair value of assets and liabilities acquired, recording the fair value of contingent considerations and contingencies at the acquisition date and expensing acquisition and restructuring costs. SFAS 141R is applied prospectively and is effective for business combinations which occur during fiscal years beginning after December 15, 2008. The Company’s adoption of SFAS 141R on January 1, 2009 did not have a material impact on the Company’s business, financial position, results of operations or liquidity at June 30, 2009 or for the six months ended June 30, 2009. However, any future business combinations may significantly impact the Company’s financial position and results of operations when compared to acquisitions accounted for under the previous generally accepted accounting principles and may result in more earnings volatility and generally lower earnings due to the expensing of acquisition costs and restructuring costs.

In April 2009, the FASB issued FSP SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies,” which will amend the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS 141R. SFAS 141(R)-1 is effective for all business combinations which occur during fiscal years beginning after December 15, 2008. The Company’s adoption of SFAS 141(R)-1 retroactive to January 1, 2009 did not have a material impact on the Company’s business, financial position, results of operations or liquidity.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION (Continued)

 

Comprehensive income (loss)

The following table sets forth the computation of comprehensive income (loss) (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009    2008  

Net income (loss)

   $ (7,410   $ 21,661      $ 15,350    $ 36,351   

Net unrealized investment gains (losses), net of income taxes

     1,169        (1,051     315      (1,768
                               

Comprehensive income (loss)

   $ (6,241   $ 20,610      $ 15,665    $ 34,583   
                               

Other information

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with the instructions for Form 10-Q of Regulation S-X and do not include all of the disclosures normally required by generally accepted accounting principles or those normally required in annual reports on Form 10-K. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2008 filed with the Securities and Exchange Commission (the “SEC”) on Form 10-K. The accompanying condensed consolidated balance sheet at December 31, 2008 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. Management believes that financial information included herein reflects all adjustments necessary for a fair presentation of interim results and, except as otherwise disclosed, all such adjustments are of a normal and recurring nature.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include amounts based upon the estimates and judgments of management. Actual amounts may differ from those estimates.

The Company has performed an evaluation of subsequent events through August 6, 2009, which is the date the financial statements were issued.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. These changes did not have any impact on the Company’s business, financial position, results of operations or liquidity.

NOTE 2 – DISCONTINUED OPERATIONS

In accordance with SFAS No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets,” the divestiture of unprofitable businesses discussed in Note 1 have been accounted for as discontinued operations. Accordingly, the results of operations of these businesses for all periods presented and the gains, losses or impairments related to these divestitures have been classified as discontinued operations, net of income taxes, in the accompanying unaudited condensed consolidated statement of operations.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 – DISCONTINUED OPERATIONS (Continued)

 

In June 2009, the Company purchased for resale six under-performing nursing centers (the “Nursing Centers”) previously leased from Ventas, Inc. (“Ventas”) for $55.7 million. In addition, the Company paid a lease termination fee of $2.3 million. The Nursing Centers were included in master lease agreements with Ventas and the Company does not have the ability to terminate a lease of an individual facility. The aggregate annual rent for the Nursing Centers was approximately $6 million for the year ended December 31, 2008. The Nursing Centers, which contained 777 licensed beds, generated pretax losses of approximately $3 million for both the year ended December 31, 2008 and for the six months ended June 30, 2009. The Company intends to dispose of the Nursing Centers within one year. The Company recorded a pretax loss of $39.1 million ($24.0 million net of income taxes) in the second quarter of 2009 related to these divestitures.

In June 2008, the Company recorded a pretax gain of $9.5 million ($5.9 million net of income taxes) related to the divestiture of discontinued operations and a pretax charge of $5.1 million ($3.1 million net of income taxes) related to a hospital asset impairment.

At June 30, 2009, the Company held for sale the Nursing Centers and two hospitals. The Company expects to generate approximately $25 million in proceeds from the sales of the Nursing Centers and $7.8 million in proceeds from the sales of the two hospitals.

A summary of discontinued operations follows (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Revenues

   $ 16,970      $ 29,330      $ 33,082      $ 67,360   
                                

Salaries, wages and benefits

     9,877        17,615        18,987        40,357   

Supplies

     992        2,047        1,984        4,958   

Rent

     1,628        2,616        3,297        5,150   

Other operating expenses

     5,568        7,193        10,540        20,309   

Depreciation

     359        724        674        1,571   

Interest expense

     7               7        2   

Investment income

     (3     (5     (4     (30
                                
     18,428        30,190        35,485        72,317   
                                

Loss from operations before income taxes

     (1,458     (860     (2,403     (4,957

Income tax benefit

     (561     (332     (925     (1,909
                                

Loss from operations

     (897     (528     (1,478     (3,048

Gain (loss) on divestiture of operations, net of income taxes

     (24,051     2,712        (24,051     2,712   
                                
   $ (24,948   $ 2,184      $ (25,529   $ (336
                                

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 – DISCONTINUED OPERATIONS (Continued)

 

The following table sets forth certain discontinued operating data by business segment (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Revenues:

        

Hospital division

   $ 1,286      $ 10,492      $ 2,349      $ 26,072   

Health services division

     15,684        18,838        30,733        41,288   
                                
   $ 16,970      $ 29,330      $ 33,082      $ 67,360   
                                

Operating income (loss):

        

Hospital division

   $ (642   $ (2,014   $ (1,492   $ (3,103

Health services division

     1,175        4,489        3,063        4,839   
                                
   $ 533      $ 2,475      $ 1,571      $ 1,736   
                                

Rent:

        

Hospital division

   $ 11      $ 1,050      $ 101      $ 2,009   

Health services division

     1,617        1,566        3,196        3,141   
                                
   $ 1,628      $ 2,616      $ 3,297      $ 5,150   
                                

Depreciation:

        

Hospital division

   $      $ 339      $      $ 689   

Health services division

     359        385        674        882   
                                
   $ 359      $ 724      $ 674      $ 1,571   
                                

A summary of the net assets held for sale follows (in thousands):

 

     June 30,
2009
    December 31,
2008
 

Long-term assets:

    

Property and equipment, net

   $ 31,442      $ 7,730   

Other

     755        56   
                
     32,197        7,786   

Current liabilities (included in other accrued liabilities)

     (1,445     (111
                
   $ 30,752      $ 7,675   
                

 

10


Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

NOTE 3 – SIGNIFICANT QUARTERLY ADJUSTMENTS

Operating results for the second quarter of 2008 included pretax income of $8.3 million related to the favorable settlement of a prior year nursing center Medicaid cost report dispute and a pretax charge of $1.9 million related to a prior period rent escalator adjustment for ten leased facilities.

NOTE 4 – REVENUES

Revenues are recorded based upon estimated amounts due from patients and third party payors for healthcare services provided, including anticipated settlements under reimbursement agreements with Medicare, Medicaid, Medicare Advantage and other third party payors.

A summary of revenues by payor type follows (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Medicare

   $ 456,298      $ 443,165      $ 919,027      $ 898,382   

Medicaid

     269,182        266,253        535,327        525,719   

Medicare Advantage

     83,589        65,105        164,845        127,038   

Other

     336,071        318,021        666,039        641,614   
                                
     1,145,140        1,092,544        2,285,238        2,192,753   

Eliminations

     (72,086     (66,503     (142,710     (132,237
                                
   $ 1,073,054      $ 1,026,041      $ 2,142,528      $ 2,060,516   
                                

NOTE 5 – EARNINGS (LOSS) PER SHARE

Earnings (loss) per common share are based upon the weighted average number of common shares outstanding during the respective periods. The diluted calculation of earnings (loss) per common share includes the dilutive effect of stock options. On January 1, 2009, the Company adopted EITF 03-6-1, which requires that unvested restricted stock that entitles the holder to receive nonforfeitable dividends before vesting be included as a participating security in the basic and diluted earnings (loss) per common share calculation pursuant to the two-class method.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 – EARNINGS (LOSS) PER SHARE (Continued)

 

A computation of earnings (loss) per common share follows (in thousands, except per share amounts):

 

    Three months ended June 30,     Six months ended June 30,  
    2009     2008     2009     2008  
    Basic     Diluted     Basic     Diluted     Basic     Diluted     Basic     Diluted  

Earnings (loss):

               

Income from continuing operations:

               

As reported in Statement of Operations

  $ 17,538      $ 17,538      $ 19,477      $ 19,477      $ 40,879      $ 40,879      $ 36,687      $ 36,687   

Allocation to participating unvested restricted stockholders

    (323     (322     (461     (452     (762     (759     (903     (887
                                                               

Available to common stockholders

  $ 17,215      $ 17,216      $ 19,016      $ 19,025      $ 40,117      $ 40,120      $ 35,784      $ 35,800   
                                                               

Discontinued operations, net of income taxes:

               

Loss from operations:

               

As reported in Statement of Operations

  $ (897   $ (897   $ (528   $ (528   $ (1,478   $ (1,478   $ (3,048   $ (3,048

Allocation to participating unvested restricted stockholders

    17        17        12        12        28        27        75        74   
                                                               

Available to common stockholders

  $ (880   $ (880   $ (516   $ (516   $ (1,450   $ (1,451   $ (2,973   $ (2,974
                                                               

Gain (loss) on divestiture of operations:

               

As reported in Statement of Operations

  $ (24,051   $ (24,051   $ 2,712      $ 2,712      $ (24,051   $ (24,051   $ 2,712      $ 2,712   

Allocation to participating unvested restricted stockholders

    442        441        (64     (63     448        447        (67     (66
                                                               

Available to common stockholders

  $ (23,609   $ (23,610   $ 2,648      $ 2,649      $ (23,603   $ (23,604   $ 2,645      $ 2,646   
                                                               

Net income (loss):

               

As reported in Statement of Operations

  $ (7,410   $ (7,410   $ 21,661      $ 21,661      $ 15,350      $ 15,350      $ 36,351      $ 36,351   

Allocation to participating unvested restricted stockholders

    136        136        (513     (503     (286     (285     (895     (879
                                                               

Available to common stockholders

  $ (7,274   $ (7,274   $ 21,148      $ 21,158      $ 15,064      $ 15,065      $ 35,456      $ 35,472   
                                                               

Shares used in the computation:

               

Weighted average shares outstanding – basic computation

    38,307        38,307        37,714        37,714        38,246        38,246        37,579        37,579   
                                       

Dilutive effect of employee stock options

      108          760          120          694   
                                       

Adjusted weighted average shares outstanding – diluted computation

      38,415          38,474          38,366          38,273   
                                       

Earnings (loss) per common share:

               

Income from continuing operations

  $ 0.45      $ 0.45      $ 0.50      $ 0.49      $ 1.05      $ 1.05      $ 0.95      $ 0.94   

Discontinued operations:

               

Loss from operations

    (0.02     (0.02     (0.01     (0.01     (0.04     (0.04     (0.08     (0.08

Gain (loss) on divestiture of operations

    (0.62     (0.62     0.07        0.07        (0.62     (0.62     0.07        0.07   
                                                               

Net income (loss)

  $ (0.19   $ (0.19   $ 0.56      $ 0.55      $ 0.39      $ 0.39      $ 0.94      $ 0.93   
                                                               

Number of antidilutive stock options excluded from shares used in the diluted earnings (loss) per common share computation

      3,030          408          3,030          544   

 

12


Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

NOTE 6 – BUSINESS SEGMENT DATA

At June 30, 2009, the Company operated three business segments: the hospital division, the health services division and the rehabilitation division. The hospital division operates LTAC hospitals. The health services division operates nursing centers. The rehabilitation division provides rehabilitation services primarily in long-term care settings. For segment purposes, the Company defines operating income as earnings before interest, income taxes, depreciation, amortization and rent. Operating income reported for each of the Company’s business segments excludes the allocation of corporate overhead.

The Company identifies its segments in accordance with the aggregation provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This information is consistent with information used by the Company in managing its businesses and aggregates businesses with similar economic characteristics.

The following table sets forth certain data by business segment (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Revenues:

        

Hospital division

   $ 487,145      $ 461,064      $ 979,654      $ 937,231   

Health services division

     537,545        525,162        1,067,487        1,044,705   

Rehabilitation division

     120,450        106,318        238,097        210,817   
                                
     1,145,140        1,092,544        2,285,238        2,192,753   

Eliminations

     (72,086     (66,503     (142,710     (132,237
                                
   $ 1,073,054      $ 1,026,041      $ 2,142,528      $ 2,060,516   
                                

Income from continuing operations:

        

Operating income (loss):

        

Hospital division

   $ 91,027      $ 85,886      $ 191,926      $ 182,688   

Health services division

     79,522        87,962        155,096        161,253   

Rehabilitation division

     13,599        10,178        29,052        21,664   

Corporate:

        

Overhead

     (33,586     (33,200     (67,673     (68,131

Insurance subsidiary

     (1,182     (1,347     (2,634     (2,850
                                
     (34,768     (34,547     (70,307     (70,981
                                

Operating income

     149,380        149,479        305,767        294,624   

Rent

     (86,882     (85,860     (172,083     (169,483

Depreciation and amortization

     (31,355     (30,545     (61,845     (61,103

Interest, net

     (1,196     (572     (2,199     (2,246
                                

Income from continuing operations before income taxes

     29,947        32,502        69,640        61,792   

Provision for income taxes

     12,409        13,025        28,761        25,105   
                                
   $ 17,538      $ 19,477      $ 40,879      $ 36,687   
                                

 

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Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 6 – BUSINESS SEGMENT DATA (Continued)

 

     Three months ended
June 30,
   Six months ended
June 30,
     2009    2008    2009    2008

Rent:

           

Hospital division

   $ 36,834    $ 37,750    $ 73,279    $ 73,657

Health services division

     48,565      46,611      95,839      92,937

Rehabilitation division

     1,459      1,393      2,910      2,751

Corporate

     24      106      55      138
                           
   $ 86,882    $ 85,860    $ 172,083    $ 169,483
                           

Depreciation and amortization:

           

Hospital division

   $ 13,018    $ 11,455    $ 25,530    $ 22,758

Health services division

     12,038      13,292      23,723      27,184

Rehabilitation division

     549      485      1,096      872

Corporate

     5,750      5,313      11,496      10,289
                           
   $ 31,355    $ 30,545    $ 61,845    $ 61,103
                           

Capital expenditures, excluding acquisitions (including discontinued operations):

           

Hospital division

   $ 17,730    $ 20,022    $ 32,060    $ 33,578

Health services division

     11,946      10,744      33,786      17,879

Rehabilitation division

     172      280      362      562

Corporate:

           

Information systems

     8,838      8,616      12,291      12,448

Other

     210      258      383      393
                           
   $ 38,896    $ 39,920    $ 78,882    $ 64,860
                           

 

     June 30,
2009
   December 31,
2008

Assets at end of period:

     

Hospital division

   $ 875,750    $ 847,394

Health services division

     627,331      574,710

Rehabilitation division

     48,948      45,733

Corporate

     563,599      713,924
             
   $ 2,115,628    $ 2,181,761
             

Goodwill:

     

Hospital division

   $ 68,577    $ 68,577

Health services division

     889      639

Rehabilitation division

     4,840      3,028
             
   $ 74,306    $ 72,244
             

 

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Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

NOTE 7 – INSURANCE RISKS

The Company insures a substantial portion of its professional liability risks and workers compensation risks through a wholly owned limited purpose insurance subsidiary. Provisions for loss for these risks are based upon management’s best available information including actuarially determined estimates.

The allowance for professional liability risks includes an estimate of the expected cost to settle reported claims and an amount, based upon past experiences, for losses incurred but not reported. These liabilities are necessarily based upon estimates and, while management believes that the provision for loss is adequate, the ultimate liability may be in excess of, or less than, the amounts recorded. To the extent that expected ultimate claims costs vary from historical provisions for loss, future earnings will be charged or credited.

The provision for loss for insurance risks, including the cost of coverage maintained with unaffiliated commercial insurance carriers, follows (in thousands):

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2009     2008     2009     2008  

Professional liability:

        

Continuing operations

   $ 14,905      $ 10,349      $ 29,793      $ 25,752   

Discontinued operations

     638        (2,020     508        (1,219

Workers compensation:

        

Continuing operations

   $ 9,317      $ 6,227      $ 19,163      $ 16,277   

Discontinued operations

     (43     416        (890     972   

A summary of the assets and liabilities related to insurance risks included in the accompanying unaudited condensed consolidated balance sheet follows (in thousands):

 

    June 30, 2009   December 31, 2008
    Professional
liability
  Workers
compensation
  Total   Professional
liability
  Workers
compensation
  Total

Assets:

           

Current:

           

Insurance subsidiary investments

  $ 74,720   $ 82,212   $ 156,932   $ 109,494   $ 87,489   $ 196,983

Reinsurance recoverables

    89         89     89         89

Other

        325     325            
                                   
    74,809     82,537     157,346     109,583     87,489     197,072

Non-current:

           

Insurance subsidiary investments

    52,196         52,196     48,610         48,610

Reinsurance recoverables

    23,456     1,015     24,471     17,167         17,167

Deposits

    5,000     1,547     6,547     2,000     1,466     3,466

Other

        51     51         142     142
                                   
    80,652     2,613     83,265     67,777     1,608     69,385
                                   
  $ 155,461   $ 85,150   $ 240,611   $ 177,360   $ 89,097   $ 266,457
                                   

Liabilities:

           

Allowance for insurance risks:

           

Current

  $ 49,677   $ 24,130   $ 73,807   $ 55,447   $ 25,348   $ 80,795

Non-current

    209,116     60,071     269,187     187,804     57,993     245,797
                                   
  $ 258,793   $ 84,201   $ 342,994   $ 243,251   $ 83,341   $ 326,592
                                   

 

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Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 7 – INSURANCE RISKS (Continued)

 

Provisions for loss for professional liability risks retained by the Company’s limited purpose insurance subsidiary have been discounted based upon actuarial estimates of claim payment patterns using a discount rate of 2% for the 2009 policy year, 3% for the 2008 policy year and 5% for all prior policy years. The discount rates are based upon the risk free interest rate for the respective year. Amounts equal to the discounted loss provision are funded annually. The Company does not fund the portion of professional liability risks related to estimated claims that have been incurred but not reported. Accordingly, these liabilities are not discounted. If the Company did not discount any of the allowances for professional liability risks, these balances would have approximated $265.8 million at June 30, 2009 and $251.8 million at December 31, 2008.

Provisions for loss for workers compensation risks retained by the Company’s limited purpose insurance subsidiary are not discounted and amounts equal to the loss provision are funded annually.

NOTE 8 – INSURANCE SUBSIDIARY INVESTMENTS

The Company maintains investments, consisting principally of cash and cash equivalents, corporate bonds, asset backed securities, equities, commercial paper and U.S. Treasury notes for the payment of claims and expenses related to professional liability and workers compensation risks. These investments have been categorized as available-for-sale and are reported at fair value.

The amortized cost and estimated fair value of the Company’s insurance subsidiary investments follow (in thousands):

 

    June 30, 2009   December 31, 2008
    Amortized
cost
  Unrealized
gains
  Unrealized
losses
    Fair value   Amortized
cost
  Unrealized
gains
  Unrealized
losses
    Fair value

Cash and cash equivalents (a)

  $ 102,473   $   $      $ 102,473   $ 118,148   $     –   $     –      $ 118,148

Corporate bonds

    42,173     651     (60     42,764     35,110     314     (698     34,726

Asset backed securities

    39,433     527     (173     39,787     59,509     886     (292     60,103

Equities

    14,087     450     (3,482     11,055     13,750     402     (3,307     10,845

Commercial paper

    8,599     10     (11     8,598     9,825     34            9,859

U.S. Treasury notes

    4,388     63            4,451     11,760     152            11,912
                                                   
  $ 211,153   $ 1,701   $ (3,726   $ 209,128   $ 248,102   $ 1,788   $ (4,297   $ 245,593
                                                   

 

(a) Includes $5.7 million and $13.2 million of money market funds at June 30, 2009 and December 31, 2008, respectively.

The Company’s investment policy governing insurance subsidiary investments precludes the investment portfolio managers from selling any security at a loss without prior authorization from the Company. The investment managers also limit the exposure to any one issue, issuer or type of investment. The Company intends, and has the ability, to hold insurance subsidiary investments for a long duration without the necessity of selling securities to fund the underwriting needs of its insurance subsidiary. This ability to hold securities allows sufficient time for recovery of temporary declines in the market value of equity securities and the par value of debt securities as of their stated maturity date.

The Company considered the unrealized losses related to its insurance subsidiary investments at June 30, 2009 to be temporary and did not record any impairment losses related to these investments in the second quarter or the six months ended June 30, 2009.

 

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Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8 – INSURANCE SUBSIDIARY INVESTMENTS (Continued)

 

The decrease in total fair value of insurance subsidiary investments at June 30, 2009 from December 31, 2008 was primarily attributable to a $34 million distribution from the insurance subsidiary to the Company during the six months ended June 30, 2009. This distribution was the result of improved professional liability underwriting results in prior years of the Company’s limited purpose insurance subsidiary.

NOTE 9 – LEASES

In April 2009, the Company provided Ventas with notices to renew the master lease agreements for an additional five years for 87 nursing centers and 22 LTAC hospitals (collectively, the “Renewal Facilities”). The initial lease term for the Renewal Facilities was scheduled to expire in April 2010. The Company’s option to renew the leases on the Renewal Facilities would have expired on April 30, 2009. No additional rent or other consideration was paid in connection with these renewals. The effectiveness of the renewals is contingent upon there being no events of default under the master lease agreements upon the renewal effective date in April 2010.

NOTE 10 – CONTINGENCIES

Management continually evaluates contingencies based upon the best available information. In addition, allowances for losses are provided currently for disputed items that have continuing significance, such as certain third party reimbursements and deductions that continue to be claims in current cost reports and tax returns.

Management believes that allowances for losses have been provided to the extent necessary and that its assessment of contingencies is reasonable.

Principal contingencies are described below:

Revenues – Certain third party payments are subject to examination by agencies administering the various reimbursement programs. The Company is contesting certain issues raised in audits of prior year cost reports.

Professional liability risks – The Company has provided for loss for professional liability risks based upon management’s best available information including actuarially determined estimates. Ultimate claims costs may differ from the provisions for loss. See Note 7.

Income taxes – The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties. In addition, the Company is a party to a tax matters agreement with PharMerica Corporation which sets forth the Company’s rights and obligations related to taxes for periods before and after the Company’s spin-off of its former institutional pharmacy business in 2007 and the related merger transaction which created PharMerica Corporation.

Litigation – The Company is a party to various legal actions (some of which are not insured), and regulatory and other government investigations and sanctions in the ordinary course of business. The Company is unable to predict the ultimate outcome of pending litigation and regulatory and other government investigations. The U.S. Department of Justice (the “DOJ”), the Centers for Medicare and Medicaid Services (“CMS”) or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future which may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

 

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Table of Contents

KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 10 – CONTINGENCIES (Continued)

 

Other indemnifications – In the ordinary course of business, the Company enters into contracts containing standard indemnification provisions and indemnifications specific to a transaction such as a disposal of an operating facility. These indemnifications may cover claims related to employment-related matters, governmental regulations, environmental issues and tax matters, as well as patient, third party payor, supplier and contractual relationships. Obligations under these indemnities generally are initiated by a breach of the terms of a contract or by a third party claim or event.

NOTE 11 – FAIR VALUE OF ASSETS AND LIABILITIES

On January 1, 2008, the Company adopted SFAS No. 157 (“SFAS 157”), “Fair Value Measurements,” which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles.

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1

   Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain U.S. Treasury, other U.S. Government and agency asset backed debt securities that are highly liquid and are actively traded in over-the-counter markets.
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 11 – FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

 

The Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis and any associated gains or losses are summarized below (in thousands):

 

     Fair value measurements    Assets/liabilities
at fair value
   Total
gains (losses)
 
     Level 1    Level 2    Level 3      

June 30, 2009:

              

Recurring:

              

Assets:

              

Available-for-sale securities

   $ 21,209    $ 91,148    $    $ 112,357    $   

Deposits held in money market funds

     20,856                20,856        
                                    
   $ 42,065    $ 91,148    $    $ 133,213    $   
                                    

Liabilities

   $    $    $    $    $   
                                    

Non-recurring:

              

Assets:

              

Acquired previously leased nursing centers

   $    $    $ 25,000    $ 25,000    $ (24,051
                                    

Liabilities

   $    $    $    $    $   
                                    

December 31, 2008:

              

Recurring:

              

Assets:

              

Available-for-sale securities

   $ 35,960    $ 104,688    $    $ 140,648    $   

Deposits held in money market funds

     124,539                124,539        
                                    
   $ 160,499    $ 104,688    $    $ 265,187    $   
                                    

Liabilities

   $    $    $    $    $   
                                    

Recurring measurements

The Company’s available-for-sale securities are held by its wholly owned limited purpose insurance subsidiary and are comprised of money market funds, corporate bonds, asset backed securities, equities, commercial paper and U.S. Treasury notes. These available-for-sale securities and the insurance subsidiary’s cash and cash equivalents of $96.8 million, classified as insurance subsidiary investments, are maintained for the payment of claims and expenses related to professional liability and workers compensation risks.

The Company’s deposits held in money market funds consist primarily of cash and cash equivalents held for general corporate purposes.

The fair value of actively traded debt and equity securities and money market funds are based upon quoted market prices and are generally classified as Level 1. The fair value of inactively traded debt securities are based upon either quoted market prices of similar securities or observable inputs such as interest rates using either a market or income valuation approach and are generally classified as Level 2.

 

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KINDRED HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 11 – FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

Recurring measurements (Continued)

 

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments. The carrying value is equal to fair value for financial instruments that are based upon quoted market prices or current market rates.

 

     June 30, 2009    December 31, 2008

(In thousands)

   Carrying
value
   Fair value    Carrying
value
   Fair value

Cash and cash equivalents

   $ 39,727    $ 39,727    $ 140,795    $ 140,795

Cash–restricted

     5,305      5,305      5,104      5,104

Insurance subsidiary investments

     209,128      209,128      245,593      245,593

Tax refund escrow investments

     216      216      216      216

Long-term debt, including amounts due within one year

     274,874      274,843      349,514      349,503

Non-recurring measurements

In June 2009, the Company purchased the Nursing Centers from Ventas for $55.7 million. In addition, the Company paid a lease termination fee of $2.3 million. The Company used unobservable inputs for the valuation methodology that are significant to the fair value measurement and required management’s judgment related to the assumptions market participants would use in pricing the asset. The valuation of these assets also includes sales comparisons of similar properties and past transactions, in addition to expected proceeds negotiated with potential buyers. In accordance with SFAS 144, the assets had a carrying value of $61.4 million and were adjusted to a fair value of approximately $25 million, less cost to sell of $1.1 million, resulting in an impairment charge of $37.5 million ($23.1 million net of income taxes). In addition, another charge of $1.6 million ($0.9 million net of income taxes) was recorded related to the lease terminations, net of unamortized deferred rent credits.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

This Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements regarding the Company’s expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “will,” “intend,” “may” and other similar expressions, are forward-looking statements.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results or performance to differ materially from any future results or performance expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the SEC. Factors that may affect the Company’s plans or results include, without limitation:

 

   

changes in the reimbursement rates or the methods or timing of payment from third party payors, including the Medicare and Medicaid programs, changes arising from and related to the Medicare prospective payment system for LTAC hospitals (“LTAC PPS”), including potential changes in the Medicare payment rules, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, and changes in Medicare and Medicaid reimbursements for the Company’s nursing centers,

 

   

the effects of healthcare reform, legislative changes and government regulations, interpretation of regulations and changes in the nature and enforcement of regulations governing the healthcare industry,

 

   

the impact of the Medicare, Medicaid and SCHIP Extension Act of 2007 (the “SCHIP Extension Act”), including the ability of the Company’s hospitals to adjust to potential LTAC certification, medical necessity reviews and the three-year moratorium on future hospital development,

 

   

failure of the Company’s facilities to meet applicable licensure and certification requirements,

 

   

the further consolidation of managed care organizations and other third party payors,

 

   

the Company’s ability to meet its rental and debt service obligations,

 

   

the Company’s ability to operate pursuant to the terms of its debt obligations and its master lease agreements with Ventas,

 

   

the condition of the financial markets, including volatility and deterioration in the equity, capital and credit markets, which could limit the availability and terms of debt and equity financing sources to fund the requirements of the Company’s businesses, or which could negatively impact the Company’s investment portfolio,

 

   

national and regional economic, financial, business and political conditions, including their effect on the availability and cost of labor, credit, materials and other services,

 

   

the Company’s ability to control costs, particularly labor and employee benefit costs,

 

   

increased operating costs due to shortages in qualified nurses, therapists and other healthcare personnel,

 

   

the Company’s ability to attract and retain key executives and other healthcare personnel,

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Cautionary Statement (Continued)

 

   

the increase in the costs of defending and insuring against alleged professional liability claims and the Company’s ability to predict the estimated costs related to such claims, including the impact of differences in actuarial assumptions and estimates compared to eventual outcomes,

 

   

the Company’s ability to successfully reduce (by divestiture of operations or otherwise) its exposure to professional liability claims,

 

   

the Company’s ability to successfully pursue its development activities and successfully integrate new operations, including the realization of anticipated revenues, economies of scale, cost savings and productivity gains associated with such operations,

 

   

the Company’s ability to successfully dispose of unprofitable facilities,

 

   

events or circumstances which could result in impairment of an asset or other charges,

 

   

changes in generally accepted accounting principles or practices, and

 

   

the Company’s ability to maintain an effective system of internal control over financial reporting.

Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims 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.

General

The accompanying unaudited condensed consolidated financial statements, including the notes thereto, should be read in conjunction with the following discussion and analysis.

The Company is a healthcare services company that through its subsidiaries operates hospitals, nursing centers and a contract rehabilitation services business across the United States. At June 30, 2009, the Company’s hospital division operated 82 LTAC hospitals (6,520 licensed beds) in 24 states. The Company’s health services division operated 222 nursing centers (27,623 licensed beds) in 27 states. The Company also operated a contract rehabilitation services business that provides rehabilitative services primarily in long-term care settings.

In recent years, the Company has completed several strategic divestitures to improve its future operating results. For accounting purposes, the operating results of these businesses and the gains, losses or impairments associated with these transactions have been classified as discontinued operations in the accompanying unaudited condensed consolidated statement of operations for all periods presented. Assets not sold at June 30, 2009 have been measured at the lower of carrying value or estimated fair value less costs of disposal and have been classified as held for sale in the accompanying unaudited condensed consolidated balance sheet.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts and related disclosures of commitments and contingencies. The Company relies on historical experience and on various other assumptions that management believes to be reasonable under the circumstances to make judgments about the carrying values of assets and

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

 

liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.

The Company believes the following critical accounting policies, among others, affect the more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue recognition

The Company has agreements with third party payors that provide for payments to each of its operating divisions. These payment arrangements may be based upon prospective rates, reimbursable costs, established charges, discounted charges or per diem payments. Net patient service revenue is recorded at the estimated net realizable amounts from Medicare, Medicaid, Medicare Advantage, other third party payors and individual patients for services rendered. Retroactive adjustments that are likely to result from future examinations by third party payors are accrued on an estimated basis in the period the related services are rendered and adjusted as necessary in future periods based upon new information or final settlements.

Operating results for the second quarter of 2008 included pretax income of approximately $8 million related to the favorable settlement of a prior year nursing center Medicaid cost report dispute.

Collectibility of accounts receivable

Accounts receivable consist primarily of amounts due from the Medicare and Medicaid programs, other government programs, managed care health plans, commercial insurance companies and individual patients and customers. Estimated provisions for doubtful accounts are recorded to the extent it is probable that a portion or all of a particular account will not be collected.

In evaluating the collectibility of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type, the status of ongoing disputes with third party payors and general industry conditions. Actual collections of accounts receivable in subsequent periods may require changes in the estimated provision for loss. Changes in these estimates are charged or credited to the results of operations in the period of the change.

The provision for doubtful accounts totaled $8 million and $7 million for the second quarter of 2009 and 2008, respectively, and $15 million and $14 million for the six months ended June 30, 2009 and 2008, respectively.

Allowances for insurance risks

The Company insures a substantial portion of its professional liability risks and workers compensation risks through a wholly owned limited purpose insurance subsidiary. Provisions for loss for these risks are based upon management’s best available information including actuarially determined estimates.

The allowance for professional liability risks includes an estimate of the expected cost to settle reported claims and an amount, based upon past experiences, for losses incurred but not reported. These liabilities are necessarily based upon estimates and, while management believes that the provision for loss is adequate, the ultimate liability may be in excess of, or less than, the amounts recorded. To the extent that expected ultimate claims costs vary from historical provisions for loss, future earnings will be charged or credited.

Provisions for loss for professional liability risks retained by the Company’s limited purpose insurance subsidiary have been discounted based upon actuarial estimates of claim payment patterns using a discount rate

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Allowances for insurance risks (Continued)

 

of 2% for the 2009 policy year, 3% for the 2008 policy year and 5% for all prior policy years. The discount rates are based upon the risk free interest rate for the respective year. Amounts equal to the discounted loss provision are funded annually. The Company does not fund the portion of professional liability risks related to estimated claims that have been incurred but not reported. Accordingly, these liabilities are not discounted. The allowance for professional liability risks aggregated $259 million at June 30, 2009 and $243 million at December 31, 2008. If the Company did not discount any of the allowances for professional liability risks, these balances would have approximated $266 million at June 30, 2009 and $252 million at December 31, 2008.

The Company received distributions from its limited purpose insurance subsidiary of $34 million and $39 million during the six months ended June 30, 2009 and 2008, respectively, as a result of improved professional liability underwriting results in prior years. These proceeds were used to repay borrowings under the Company’s revolving credit facility and had no impact on earnings.

Changes in the number of professional liability claims and the cost to settle these claims significantly impact the allowance for professional liability risks. A relatively small variance between the Company’s estimated and actual number of claims or average cost per claim could have a material impact, either favorable or unfavorable, on the adequacy of the allowance for professional liability risks. For example, a 1% variance in the allowance for professional liability risks at June 30, 2009 would impact the Company’s operating income by approximately $3 million.

The provision for professional liability risks (continuing operations), including the cost of coverage maintained with unaffiliated commercial insurance carriers, aggregated $15 million and $11 million for the second quarter of 2009 and 2008, respectively, and $29 million and $26 million for the six months ended June 30, 2009 and 2008, respectively.

Provisions for loss for workers compensation risks retained by the Company’s limited purpose insurance subsidiary are not discounted and amounts equal to the loss provision are funded annually. The allowance for workers compensation risks aggregated $84 million at June 30, 2009 and $83 million at December 31, 2008. The provision for workers compensation risks (continuing operations), including the cost of coverage maintained with unaffiliated commercial insurance carriers, aggregated $9 million and $6 million for the second quarter of 2009 and 2008, respectively, and $19 million and $16 million for the six months ended June 30, 2009 and 2008, respectively.

Accounting for income taxes

The provision for income taxes is based upon the Company’s estimate of annual taxable income or loss for each respective accounting period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets are recovered or liabilities are settled. The Company also recognizes as deferred tax assets the future tax benefits from net operating and capital loss carryforwards. A valuation allowance is provided for these deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

The Company’s effective income tax rate was 41.4% and 40.1% for the second quarter of 2009 and 2008, respectively, and 41.3% and 40.6% for the six months ended June 30, 2009 and 2008, respectively.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Accounting for income taxes (Continued)

 

There are significant uncertainties with respect to capital loss carryforwards that could affect materially the realization of certain deferred tax assets. Accordingly, the Company has recognized deferred tax assets to the extent it is more likely than not they will be realized and a valuation allowance is provided for deferred tax assets to the extent that it is uncertain that the deferred tax asset will be realized. The Company recognized net deferred tax assets totaling $183 million at June 30, 2009 and $159 million at December 31, 2008.

The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties. While the Company believes its tax positions are appropriate, there can be no assurance that the various authorities engaged in the examination of its income tax returns will not challenge the Company’s positions.

Valuation of long-lived assets and goodwill

The Company regularly reviews the carrying value of certain long-lived assets and identifiable intangible assets with respect to any events or circumstances that indicate an impairment or an adjustment to the amortization period is necessary. If circumstances suggest the recorded amounts cannot be recovered based upon estimated future undiscounted cash flows, the carrying values of such assets are reduced to fair value.

In assessing the carrying values of long-lived assets, the Company estimates future cash flows at the lowest level for which there are independent, identifiable cash flows. For this purpose, these cash flows are aggregated based upon the contractual agreements underlying the operation of the facility or group of facilities. Generally, an individual facility is considered the lowest level for which there are independent, identifiable cash flows. However, to the extent that groups of facilities are leased under a master lease agreement in which the operations of a facility and compliance with the lease terms are interdependent upon other facilities in the agreement (including the Company’s ability to renew the lease or divest a particular property), the Company defines the group of facilities under a master lease agreement as the lowest level for which there are independent, identifiable cash flows. Accordingly, the estimated cash flows of all facilities within a master lease agreement are aggregated for purposes of evaluating the carrying values of long-lived assets.

The Company’s other intangible assets with finite lives are amortized under SFAS No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets,” using the straight-line method over their estimated useful lives ranging from one to five years.

In accordance with SFAS 142, the Company is required to perform an impairment test for goodwill and indefinite lived intangible assets at least annually or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. The Company performs its annual goodwill impairment test at the end of each fiscal year for each of its reporting units. A reporting unit is either an operating segment or one level below the operating segment, referred to as a component. Because the components within the Company’s operating segments have similar economic characteristics, the Company aggregates the components of its operating segments into one reporting unit. Accordingly, the Company has determined that its reporting units are hospitals, nursing centers, and rehabilitation services.

The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. If the carrying value of the reporting unit is greater than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. Based upon the results of the step one impairment test for goodwill and the impairment test of indefinite lived intangible assets, no impairment charges were recorded in connection with the Company’s annual impairment tests at December 31, 2008.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies (Continued)

Valuation of long-lived assets and goodwill (Continued)

 

Since quoted market prices for the Company’s reporting units are not available, the Company applies judgment in determining the fair value of these reporting units for purposes of performing the goodwill impairment test. The Company relies on widely accepted valuation techniques, including equally weighted discounted cash flow and market multiple analyses approaches, which capture both the future income potential of the reporting unit and the market behaviors and actions of market participants in the industry that includes the reporting unit. These types of analyses require the Company to make assumptions and estimates regarding future cash flows, industry-specific economic factors and the profitability of future business strategies. The discounted cash flow approach uses a projection of estimated operating results and cash flows that are discounted using a weighted average cost of capital. Under the discounted cash flow approach, the projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in the number of admissions, patient days, reimbursement rates, operating costs, rent expense and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, changes in working capital requirements and weighted average cost of capital. The market multiple analysis estimates fair value by applying cash flow multiples to the reporting unit’s operating results. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics to the reporting units.

The fair values of the Company’s indefinite lived intangible assets, primarily hospital certificates of need, are estimated using an excess earnings method, a form of discounted cash flow, which is based upon the concept that net after-tax cash flows provide a return supporting all of the assets of a business operation. The fair values of the Company’s indefinite lived intangible assets are derived from projections which include management’s best estimates of economic and market conditions over the projected period including growth rates in the number of admissions, patient days, reimbursement rates, operating costs, rent expense and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, changes in working capital requirements and weighted average cost of capital.

The Company has determined that during the first six months of 2009 there were no events or changes in circumstances since December 31, 2008 requiring an interim impairment test. Although the Company has determined that there was no goodwill or other indefinite lived intangible asset impairments as of June 30, 2009 and December 31, 2008, continued declines in the value of the Company’s common stock or adverse changes in the operating environment and related key assumptions used to determine the fair value of the Company’s reporting units and indefinite lived intangible assets may result in future impairment charges for a portion or all of these assets. An impairment charge could have a material adverse effect on the Company’s business, financial position and results of operations, but would not be expected to have an impact on the Company’s cash flows or liquidity.

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued SFAS 168, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement establishes the FASB Codification as the sole source of authoritative accounting principles recognized by the FASB. SFAS 168 is effective for all financial statements issued for interim and annual reporting periods beginning after September 15, 2009. The adoption of SFAS 168 is not expected to have an impact on the Company’s business, financial position, results of operations or liquidity.

In May 2009, the FASB issued SFAS 165, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Recently Issued Accounting Pronouncements (Continued)

 

available to be issued. This statement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for all interim and annual reporting periods beginning after June 15, 2009. The adoption of SFAS 165 is not expected to have an impact on the Company’s business, financial position, results of operations or liquidity.

In April 2009, the FASB issued the following guidance related to fair value measurements and disclosures and the recognition of other-than-temporary impairments of financial instruments:

 

   

SFAS 157-4, which provides additional guidance for determining whether the market for a security is inactive and whether transactions in inactive markets are distressed.

 

   

SFAS 115-2 and SFAS 124-2, which clarify the recognition and measurement of other-than-temporary impairments of debt and equity securities.

 

   

SFAS 107-1 and APB 28-1, which require an entity to provide disclosures about the fair value of financial instruments in both interim and annual financial statements.

The provisions above related to fair value measurements and other-than-temporary impairments are effective for all interim and annual reporting periods beginning after June 15, 2009. The adoption of these provisions is not expected to have a material impact on the Company’s business, financial position, results of operations or liquidity.

On January 1, 2009, the Company adopted EITF 03-6-1, which requires that unvested restricted stock that entitles the holder to receive nonforfeitable dividends before vesting be included as a participating security in the basic and diluted earnings (loss) per common share calculation pursuant to the two-class method. The adoption of EITF 03-6-1 has been applied retrospectively in the accompanying unaudited condensed consolidated financial statements and did not have a material impact on the Company’s earnings (loss) per common share calculations.

In December 2007, the FASB issued SFAS 141R, which significantly changes the accounting for business combinations, including, among other changes, new accounting concepts in determining the fair value of assets and liabilities acquired, recording the fair value of contingent considerations and contingencies at the acquisition date and expensing acquisition and restructuring costs. SFAS 141R is applied prospectively and is effective for business combinations which occur during fiscal years beginning after December 15, 2008. The Company’s adoption of SFAS 141R on January 1, 2009 did not have a material impact on the Company’s business, financial position, results of operations or liquidity at June 30, 2009 or for the six months ended June 30, 2009. However, any future business combinations may significantly impact the Company’s financial position and results of operations when compared to acquisitions accounted for under the previous generally accepted accounting principles and may result in more earnings volatility and generally lower earnings due to the expensing of acquisition costs and restructuring costs.

In April 2009, the FASB issued SFAS 141(R)-1, which will amend the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS 141R. SFAS 141(R)-1 is effective for all business combinations which occur during fiscal years beginning after December 15, 2008. The Company’s adoption of SFAS 141(R)-1 retroactive to January 1, 2009 did not have a material impact on the Company’s business, financial position, results of operations or liquidity.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Results of Operations – Continuing Operations

Hospital division

Revenues increased 6% in the second quarter of 2009 to $487 million compared to $461 million in the second quarter of 2008 and increased 5% to $980 million for the six months ended June 30, 2009 from $937 million in the same period in 2008. Revenue growth in both periods was primarily a result of reimbursement rate increases associated with higher average patient acuity levels, increases in admissions and ongoing development of new hospitals. Aggregate admissions increased 2% in the second quarter of 2009 compared to the same period last year. On a same-store basis, aggregate admissions rose 2% in the second quarter of 2009 and rose 1% for the six months ended June 30, 2009 compared to the same periods in 2008, while non-government same-store admissions increased 12% in both the second quarter and for the six months ended June 30, 2009 compared to the same periods in 2008.

Hospital operating margins were relatively unchanged in the second quarter of 2009 and for the six months ended June 30, 2009 compared to the same periods in 2008. Reimbursement rate increases were offset by the increased costs of providing services to higher acuity patients. Hospital wage and benefit costs increased 5% to $221 million in the second quarter of 2009 from $210 million in the same period in 2008 and increased 3% to $439 million for the six months ended June 30, 2009 from $424 million in the same period in 2008. Average hourly wage rates grew 3% in the second quarter of 2009 and 2% for the six months ended June 30, 2009 compared to the respective prior year periods, while employee benefit costs increased 14% in the second quarter of 2009 and 8% for the six months ended June 30, 2009 compared to the respective prior year periods.

Professional liability costs were $7 million and $3 million in the second quarter of 2009 and 2008, respectively, and $13 million and $9 million for the six months ended June 30, 2009 and 2008, respectively. The increase in professional liability costs in the second quarter and the six months ended June 30, 2009 was primarily the result of increased claims frequency.

Health services division

Revenues increased 2% in the second quarter of 2009 to $538 million compared to $526 million in the second quarter of 2008 and increased 2% to $1.1 billion for the six months ended June 30, 2009 from $1.0 billion in the same period in 2008. Revenue growth in both periods was primarily attributable to reimbursement rate increases that reflected both inflationary adjustments and higher average patient acuity. On a same-store basis, aggregate patient days declined 1% in the second quarter of 2009 and declined 2% for the six months ended June 30, 2009 compared to the respective prior year periods. Same-store Medicare patient days declined 5% and non-government same-store patient days increased 5% in the second quarter of 2009 compared to the same period in 2008. Same-store Medicare patient days declined 6% and non-government same-store patient days increased 3% for the six months ended June 30, 2009 compared to the same period in 2008.

Operating results for the second quarter of 2008 also included pretax income of approximately $8 million related to the favorable settlement of a prior year nursing center Medicaid cost report dispute.

Nursing center operating margins declined in the second quarter of 2009 and for the six months ended June 30, 2009 compared to the same periods in 2008 as growth in labor costs exceeded revenue growth for both periods. Nursing center wage and benefit costs increased 4% to $272 million in the second quarter of 2009 from $261 million in the same period in 2008 and increased 3% to $545 million for the six months ended June 30, 2009 from $527 million in the same period in 2008. Average hourly wage rates grew 2% in both the second

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations – Continuing Operations (Continued)

Health services division (Continued)

 

quarter of 2009 and for the six months ended June 30, 2009 compared to the respective prior year periods, while employee benefit costs increased 13% in the second quarter of 2009 and 9% for the six months ended June 30, 2009 compared to the respective prior year periods.

Professional liability costs were $8 million and $7 million in the second quarter of 2009 and 2008, respectively, and $16 million for the six months ended June 30, 2009 and 2008.

Rehabilitation division

Revenues increased 13% in the second quarter of 2009 to $121 million compared to $106 million in the second quarter of 2008 and increased 13% to $238 million for the six months ended June 30, 2009 from $211 million in the same period in 2008. The increase in revenues in both periods was primarily attributable to growth in new contracts and the volume of services provided to existing customers. Revenues derived from unaffiliated customers aggregated $49 million and $40 million in the second quarter of 2009 and 2008, respectively, and $95 million and $79 million for the six months ended June 30, 2009 and 2008, respectively.

Operating margins in both the second quarter of 2009 and for the six months ended June 30, 2009 increased primarily due to improvements in therapist productivity levels and the volume of services provided to existing customers.

Corporate overhead

Operating income for the Company’s operating divisions excludes allocations of corporate overhead. These costs aggregated $34 million and $33 million in the second quarter of 2009 and 2008, respectively, and $68 million for each of the six months ended June 30, 2009 and 2008. As a percentage of consolidated revenues, corporate overhead totaled 3.1% and 3.2% in the second quarter of 2009 and 2008, respectively, and totaled 3.2% and 3.3% for the six months ended June 30, 2009 and 2008, respectively.

Corporate expenses included the operating losses from the Company’s limited purpose insurance subsidiary of $1 million and $2 million in the second quarter of 2009 and 2008, respectively, and $2 million and $3 million for the six months ended June 30, 2009 and 2008, respectively.

Capital costs

Rent expense increased 1% to $87 million in the second quarter of 2009 compared to the second quarter of 2008 and increased 2% to $172 million for the six months ended June 30, 2009 from $170 million in the same period in 2008. Rent expense in the second quarter of 2008 included a charge of approximately $2 million related to a prior period rent escalator adjustment for ten leased facilities. The increase in both periods resulted primarily from contractual inflation and contingent rent increases.

Depreciation and amortization expense increased 3% in the second quarter of 2009 to $32 million compared to $30 million in the second quarter of 2008 and increased 1% to $62 million for the six months ended June 30, 2009 from $61 million in the same period in 2008. The increase in both periods was primarily a result of the Company’s ongoing capital expenditure program.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Results of Operations – Continuing Operations (Continued)

Capital costs (Continued)

 

Interest expense aggregated $3 million in the second quarter of both 2009 and 2008 and aggregated $5 million and $8 million for the six months ended June 30, 2009 and 2008, respectively. The decline for the six months ended June 30, 2009 was primarily attributable to lower interest rates under the Company’s revolving credit facility compared to the same period last year.

Investment income related primarily to the Company’s insurance subsidiary investments totaled $2 million and $3 million in the second quarter of 2009 and 2008, respectively, and totaled $3 million and $6 million for the six months ended June 30, 2009 and 2008, respectively. The decline in both periods was primarily attributable to lower investment yields on the Company’s insurance subsidiary’s investment portfolio compared to the same periods last year.

Consolidated results

Income from continuing operations before income taxes decreased 8% to $30 million in the second quarter of 2009 compared to $33 million in the second quarter of 2008 and increased 13% to $70 million for the six months ended June 30, 2009 from $62 million in the same period in 2008. Income from continuing operations decreased 10% to $17 million in the second quarter of 2009 compared to $19 million in the second quarter of 2008 and increased 11% to $41 million for the six months ended June 30, 2009 from $36 million in the same period in 2008.

Results of Operations – Discontinued Operations

Loss from discontinued operations aggregated $1 million in the second quarter of both 2009 and 2008, and aggregated $2 million and $3 million for the six months ended June 30, 2009 and 2008, respectively. In the second quarter of 2009, the Company recorded a net loss of $24 million related to the planned divestiture of the Nursing Centers. In the second quarter of 2008, the Company recorded a net gain of $3 million related to the divestiture of discontinued operations.

Liquidity

Operating cash flows

Cash flows provided by operations (including discontinued operations) aggregated $87 million for the six months ended June 30, 2009 compared to $34 million for the same period in 2008. Operating cash flows were favorably impacted by federal income tax refunds of $25 million for each of the six months ended June 30, 2009 and 2008. During both periods, the Company maintained sufficient liquidity to fund its ongoing capital expenditure program and finance ongoing hospital development expenditures, as well as its acquisition and strategic divestiture activities.

Cash and cash equivalents totaled $40 million at June 30, 2009 compared to $141 million at December 31, 2008. The Company’s long-term debt at June 30, 2009 aggregated $275 million compared to $350 million at December 31, 2008 (substantially all of which related to borrowings under the Company’s revolving credit facility at each date). Based upon the Company’s existing cash levels, expected operating cash flows and capital spending (including planned acquisition and development activities), and the availability of borrowings under the Company’s revolving credit facility, management believes that the Company has the necessary financial resources to satisfy its expected short-term and long-term liquidity needs.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity (Continued)

 

Strategic divestitures

In June 2009, the Company purchased the Nursing Centers from Ventas for approximately $56 million. In addition, the Company paid a lease termination fee of approximately $2 million. The Nursing Centers were included in master lease agreements with Ventas and the Company does not have the ability to terminate a lease of an individual facility. The aggregate annual rent for the Nursing Centers was approximately $6 million for the year ended December 31, 2008. The Nursing Centers, which contained 777 licensed beds, generated pretax losses of approximately $3 million for both the year ended December 31, 2008 and for the six months ended June 30, 2009. The Company expects to generate approximately $25 million in proceeds from the sales of the Nursing Centers. The fair value of the Nursing Centers is classified as Level 3 in the fair value hierarchy, as defined in SFAS 157. See Note 11 of the accompanying Notes to Condensed Consolidated Financial Statements.

The Company expects to dispose of two hospitals in 2009 and generate approximately $8 million in proceeds from the sales.

During the six months ended June 30, 2008, the Company sold five nursing centers and one hospital for approximately $27 million.

Revolving credit facility and financing activities

Under the terms of the Company’s $500 million revolving credit facility, the aggregate amount of the credit may be increased to $600 million at the Company’s option subject to lender approval and certain other conditions. The term of the Company’s revolving credit facility expires in July 2012.

Interest rates under the Company’s revolving credit facility are based, at the Company’s option, upon (a) the London Interbank Offered Rate (“LIBOR”) plus the applicable margin or (b) the applicable margin plus the higher of the prime rate or 0.5% over the federal funds rate. The Company’s revolving credit facility is collateralized by substantially all of the Company’s assets including certain owned real property and is guaranteed by substantially all of the Company’s subsidiaries. The terms of the Company’s revolving credit facility include a certain defined fixed payment ratio covenant and covenants which limit acquisitions and annual capital expenditures. The Company was in compliance with the terms of its revolving credit facility at June 30, 2009.

Despite the recent turmoil within the financial markets both nationally and globally, the Company is not aware of any individual lender limitations to extend credit under its revolving credit facility. However, the obligations of each of the lending institutions in the Company’s revolving credit facility are separate and the availability of future borrowings under the Company’s revolving credit facility could be impacted by the ongoing volatility and disruptions in the financial credit markets or other events.

In April 2009, the Company provided Ventas with notices to renew the master lease agreements for an additional five years for the Renewal Facilities. The initial lease term for the Renewal Facilities was scheduled to expire in April 2010. The Company’s option to renew the leases on the Renewal Facilities would have expired on April 30, 2009. No additional rent or other consideration was paid in connection with these renewals. The effectiveness of the renewals is contingent upon there being no events of default under the master lease agreements upon the renewal effective date in April 2010.

In May 2008, the Company received a cash distribution of $7 million related to a partnership land sale. The Company has a noncontrolling ownership interest in the partnership which is accounted for under the equity method of accounting. No gain or loss was recognized on the land sale.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity (Continued)

Revolving credit facility and financing activities (Continued)

 

In April 2008, the Company repaid a capital lease obligation of approximately $16 million in connection with a purchase option under a hospital lease agreement.

The Company received distributions from its limited purpose insurance subsidiary of $34 million and $39 million during the six months ended June 30, 2009 and 2008, respectively, as a result of improved professional liability underwriting results in prior years. These proceeds were used to repay borrowings under the Company’s revolving credit facility and had no impact on earnings.

Capital Resources

Excluding acquisitions, capital expenditures totaled $79 million for the six months ended June 30, 2009 compared to $65 million for the same period in 2008. Excluding acquisitions, routine capital expenditures could approximate $100 million to $110 million in 2009, while hospital development could approximate $50 million to $60 million in 2009. Management believes that its capital expenditure program is adequate to improve and equip existing facilities. The Company’s capital expenditure program is financed generally through the use of internally generated funds. At June 30, 2009, the estimated cost to complete and equip construction in progress approximated $34 million.

At June 30, 2009, the Company’s remaining permitted acquisition amount under its revolving credit facility aggregated $224 million.

In March 2009, the Company acquired a previously leased hospital for approximately $16 million in cash and approximately $2 million in unamortized prepaid rent. Annual rent associated with this facility approximated $2 million.

During the second quarter of 2008, the Company acquired four nursing centers that were previously leased for approximately $24 million.

Other Information

Effects of inflation and changing prices

The Company derives a substantial portion of its revenues from the Medicare and Medicaid programs. Currently, Congress is considering various healthcare reforms that could materially impact the Medicare and Medicaid programs that could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. In addition, Congress and certain state legislatures have enacted or may enact additional significant cost containment measures limiting the Company’s ability to recover its cost increases through increased pricing of its healthcare services. Medicare revenues in LTAC hospitals and nursing centers are subject to fixed payments under the Medicare prospective payment systems.

Medicaid reimbursement rates in many states in which the Company operates nursing centers also are based upon fixed payment systems. Generally, these rates are adjusted annually for inflation. However, these adjustments may not reflect the actual increase in the costs of providing healthcare services.

LTAC PPS maintains LTAC hospitals as a distinct provider type, separate from short-term acute care hospitals. Only providers certified as LTAC hospitals may be paid under this system. To maintain certification under LTAC PPS, a hospital’s average length of stay for Medicare patients must be at least 25 days.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

 

CMS is currently evaluating various certification criteria for designating a hospital as a LTAC hospital. If such certification criteria were developed and enacted into legislation, the Company’s hospitals may not be able to maintain their status as LTAC hospitals or may need to adjust their operations.

The SCHIP Extension Act became law on December 29, 2007. This legislation provides for, among other things:

 

  (1) a mandated study by the Secretary of Health and Human Services on the establishment of LTAC hospital certification criteria;

 

  (2) enhanced medical necessity review of LTAC hospital cases;

 

  (3) a three-year moratorium on the establishment of a LTAC hospital or satellite facility, subject to exceptions for facilities under development;

 

  (4) a three-year moratorium on an increase in the number of licensed beds at a LTAC hospital or satellite facility, subject to exceptions for states where there is only one other LTAC hospital and upon request following the closure or decrease in the number of licensed beds at a LTAC hospital within the state;

 

  (5) a three-year moratorium on the application of a one-time budget neutrality adjustment to payment rates to LTAC hospitals under LTAC PPS;

 

  (6) a three-year moratorium on very short-stay outlier payment reductions to LTAC hospitals initially implemented on May 1, 2007;

 

  (7) a three-year moratorium on the application of the so-called “25 Percent Rule” to freestanding LTAC hospitals;

 

  (8) a three-year period during which LTAC hospitals that are co-located with another hospital may admit up to 50% of their patients from their host hospitals and still be paid according to LTAC PPS;

 

  (9) a three-year period during which LTAC hospitals that are co-located with an urban single hospital or a hospital that generates more than 25% of the Medicare discharges in a metropolitan statistical area (“MSA Dominant hospital”) may admit up to 75% of their patients from such urban single hospital or MSA Dominant hospital and still be paid according to LTAC PPS; and

 

  (10) the elimination of the July 1, 2007 market basket increase in the standard federal payment rate of 0.71%, effective for discharges occurring on or after April 1, 2008.

On May 1, 2007, CMS issued regulatory changes regarding Medicare reimbursement for LTAC hospitals (the “2007 Final Rule”) that became effective for discharges occurring on or after July 1, 2007. The 2007 Final Rule was amended on June 29, 2007 by revising the high cost outlier threshold. The 2007 Final Rule projected an overall decrease in payments to all Medicare certified LTAC hospitals of approximately 1.2%. Included in the 2007 Final Rule were (1) an increase to the standard federal payment rate of 0.71% (which was eliminated for discharges occurring on or after April 1, 2008 by the SCHIP Extension Act); (2) revisions to payment methodologies impacting short-stay outliers, which reduce payments by 0.9% (currently subject to a three-year moratorium pursuant to the SCHIP Extension Act); (3) adjustments to the wage index component of the federal payment resulting in projected reductions in payments of 0.5%; (4) an increase in the high cost outlier threshold per discharge to $20,707, resulting in projected reductions of 0.4%; and (5) an extension of the policy known as the “25 Percent Rule” to all LTAC hospitals, with a three-year phase-in, which CMS projected would not result in payment reductions for the first year of implementation (also currently subject to a three-year moratorium pursuant to the SCHIP Extension Act).

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

 

In the 2007 Final Rule, the so-called “25 Percent Rule” was expanded to all LTAC hospitals, regardless of whether they are co-located with another hospital. Under the 2007 Final Rule, all LTAC hospitals were to be paid the LTAC PPS rates for admissions from a single referral source up to 25% of aggregate Medicare admissions. Patients reaching high cost outlier status in the short-term hospital were not to be counted when computing the 25% limit. Admissions beyond the 25% threshold were to be paid at a lower amount based upon short-term acute care hospital rates. However, as set forth above, the SCHIP Extension Act has placed a three-year moratorium on the expansion of the “25 Percent Rule” to freestanding hospitals. In addition, the SCHIP Extension Act provides for a three-year period during which (1) LTAC hospitals that are co-located with another hospital may admit up to 50% of their patients from their host hospitals and still be paid according to LTAC PPS, and (2) LTAC hospitals that are co-located with an urban single hospital or a MSA Dominant hospital may admit up to 75% of their patients from such urban single or MSA Dominant hospital and still be paid according to LTAC PPS.

On May 2, 2008, CMS issued regulatory changes regarding Medicare reimbursement for LTAC hospitals (the “2008 Final Rule”) that became effective for discharges occurring on or after July 1, 2008. The 2008 Final Rule projected an overall increase in payments to all Medicare certified LTAC hospitals of approximately 2.5%. Included in the 2008 Final Rule were (1) an increase to the standard federal payment rate of 2.7% (as compared to the adjusted federal rate for discharges occurring on or after April 1, 2008 by the SCHIP Extension Act); (2) adjustments to the wage index component of the federal payment resulting in projected reductions in payments of 0.1%; (3) an increase in the high cost outlier threshold per discharge to $22,960; and (4) an extension of the rate year cycle for one year to September 30, 2009, in order to be consistent thereafter with the federal fiscal year that begins October 1 of each year.

CMS has regulations governing payments to LTAC hospitals that are co-located with another hospital, such as a hospital-in-hospital (“HIH”). The rules generally limit Medicare payments to the HIH if the Medicare admissions to the HIH from the host hospital exceed 25% of the total Medicare discharges for the HIH’s cost reporting period. There are limited exceptions for admissions from rural, urban single and MSA Dominant hospitals. Admissions that exceed this “25 Percent Rule” are paid using the short-term acute care inpatient payment system (“IPPS”). Patients transferred after they have reached the short-term acute care outlier payment status are not counted toward the admission threshold. Patients admitted prior to meeting the admission threshold, as well as Medicare patients admitted from a non-host hospital, are eligible for the full payment under LTAC PPS. If the HIH’s admissions from the host hospital exceed the limit in a cost reporting period, Medicare will pay the lesser of (1) the amount payable under LTAC PPS or (2) the amount payable under IPPS. At June 30, 2009, the Company operated 16 HIHs with 692 licensed beds.

On August 1, 2007, CMS issued final regulations regarding Medicare hospital inpatient payments to short-term acute care hospitals as well as certain provisions affecting LTAC hospitals. These regulations adopt a new system for classifying patients into diagnostic categories called Medicare Severity Diagnosis Related Groups or more specifically, for LTAC hospitals, “MS-LTC-DRGs.” LTAC PPS is based upon discharged-based MS-LTC-DRGs similar to the system used to pay short-term acute care hospitals. This new MS-LTC-DRG system replaces the previous diagnostic related group system for LTAC hospitals and became effective for discharges occurring on or after October 1, 2007. The MS-LTC-DRG system creates additional severity-adjusted categories for most diagnoses, resulting in an expansion of the aggregate number of diagnostic groups from 538 to 745. CMS stated that MS-LTC-DRG weights were developed in a budget neutral manner and as such, the estimated aggregate payments under LTAC PPS would be unaffected by the annual recalibration of MS-LTC-DRG payment weights.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

 

On July 31, 2008, CMS issued final regulations regarding the re-weighting of MS-LTC-DRGs for discharges occurring on or after October 1, 2008. CMS announced that this update was made in a budget neutral manner, and that estimated aggregate LTAC Medicare payments would be unaffected by these regulations. Based upon the Company’s experience under these final regulations, it appears that the re-weighting increased payments for the care of higher acuity patients. On May 29, 2009, CMS issued an interim final rule that revised the October 1, 2008 payment weights. Effective June 3, 2009, CMS reduced MS-LTC-DRG payment weights by 3.9%, resulting in approximately a 0.9% reduction of the estimated total LTAC PPS payments in the federal fiscal year ending September 30, 2009. No retroactive adjustments to payments were made. On July 31, 2009, CMS finalized this interim rule without changes.

On July 31, 2009, CMS issued final regulations regarding Medicare reimbursement for LTAC hospitals for the fiscal year beginning October 1, 2009. These final regulations include a recalibration of the MS-LTC-DRG payment weights as well as updates to the payment rates. CMS indicated that these changes will result in a 3.3% increase to average Medicare payments to LTAC hospitals. The reductions that resulted from a recalibration of MS-LTC-DRG payment weights on June 3, 2009 are incorporated into the final October 1, 2009 payment weights.

The Company cannot predict the ultimate long-term impact of LTAC PPS. This payment system is subject to significant change. Slight variations in patient acuity or length of stay could significantly change Medicare revenues generated under LTAC PPS. In addition, the Company’s hospitals may not be able to appropriately adjust their operating costs to changes in patient acuity and length of stay or to changes in reimbursement rates. In addition, there can be no assurance that LTAC PPS will not have a material adverse effect on revenues from non-government third party payors. Various factors, including a reduction in average length of stay, have negatively impacted revenues from non-government third party payors in recent years.

On July 31, 2008, CMS issued final regulations regarding Medicare reimbursement for nursing centers for the fiscal year beginning October 1, 2008. These regulations included, among other things, a market basket increase to the federal payment rates of 3.4% and updates to the wage indexes which adjust the federal payment. CMS estimates that the overall impact of these proposed changes will be a net increase in payments of 3.4%.

On July 31, 2009, CMS issued final regulations regarding Medicare reimbursement for nursing centers for the fiscal year beginning October 1, 2009. Included in these regulations is (1) a market basket increase to the resource utilization grouping (“RUG”) payment rates of 2.2% and (2) a reduction in the RUG indexes attributed to a CMS forecast error in a prior year, resulting in a 3.3% reduction in payments. CMS estimated that these changes will result in a net decrease in Medicare payments to nursing centers of 1.1%.

In addition, for the fiscal year beginning October 1, 2010, CMS will increase the number of RUG categories for nursing centers from 53 to 66 and amend the criteria, including the provision of therapy services, currently used to classify patients into these categories. CMS has indicated that these changes will be enacted in a budget neutral manner. While the Company is unable to estimate the impact of these changes, the operating results of its contract rehabilitation services business may be adversely affected.

On February 1, 2006, Congress passed the Deficit Reduction Act of 2005. This legislation provided for, among other things, an annual $1,740 Medicare Part B outpatient therapy cap that was effective on January 1, 2006. CMS subsequently increased the therapy cap to $1,780 on January 1, 2007, to $1,810 on January 1, 2008 and to $1,840 on January 1, 2009. The legislation also required CMS to implement a broad process for reviewing

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Other Information (Continued)

Effects of inflation and changing prices (Continued)

 

medically necessary therapy claims, creating an exception to the cap. The exception process, which was set to expire on January 1, 2007, was included in the Tax Relief and Health Care Act of 2006 and continued to function as an exception to the Medicare Part B outpatient therapy cap until January 1, 2008. The SCHIP Extension Act further extended the Medicare Part B outpatient therapy cap until June 30, 2008. The Medicare Improvements for Patients and Providers Act of 2008, enacted on July 15, 2008, extended the therapy cap exception process from July 1, 2008 to December 31, 2009.

The Company believes that its operating margins may continue to be under pressure because of deterioration in pricing flexibility, changes in payor mix, changes in length of stay and growth in operating expenses in excess of increases in payments by third party payors. In addition, as a result of competitive pressures, the Company’s ability to maintain operating margins through price increases to private patients is limited.

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Condensed Consolidated Statement of Operations

(Unaudited)

(In thousands, except per share amounts)

 

    2008 Quarters     2009 Quarters  
    First     Second     Third     Fourth     First     Second  

Revenues

  $ 1,034,475      $ 1,026,041      $ 997,129      $ 1,036,219      $ 1,069,474      $ 1,073,054   
                                               

Salaries, wages and benefits

    592,240        587,416        597,216        597,291        615,218        620,830   

Supplies

    77,834        80,769        77,766        80,780        80,336        83,912   

Rent

    83,623        85,860        84,865        84,325        85,201        86,882   

Other operating expenses

    223,973        213,544        207,773        209,093        220,405        221,755   

Other income

    (4,717     (5,167     (4,313     (3,210     (2,872     (2,823

Depreciation and amortization

    30,558        30,545        29,174        29,745        30,490        31,355   

Interest expense

    4,921        2,907        3,710        3,835        2,478        2,229   

Investment income

    (3,247     (2,335     (671     (843     (1,475     (1,033
                                               
    1,005,185        993,539        995,520        1,001,016        1,029,781        1,043,107   
                                               

Income from continuing operations before income taxes

    29,290        32,502        1,609        35,203        39,693        29,947   

Provision (benefit) for income taxes

    12,080        13,025        (510     13,549        16,352        12,409   
                                               

Income from continuing operations

    17,210        19,477        2,119        21,654        23,341        17,538   

Discontinued operations, net of income taxes:

           

Income (loss) from operations

    (2,520     (528     (1,321     970        (581     (897

Gain (loss) on divestiture of operations

           2,712        (22,058     (1,430            (24,051
                                               

    Net income (loss)

  $ 14,690      $ 21,661      $ (21,260   $ 21,194      $ 22,760      $ (7,410
                                               

Earnings (loss) per common share:

           

Basic:

           

Income from continuing operations

  $ 0.45      $ 0.50      $ 0.05      $ 0.56      $ 0.60      $ 0.45   

Discontinued operations:

           

Income (loss) from operations

    (0.07     (0.01     (0.03     0.02        (0.02     (0.02

Gain (loss) on divestiture of operations

           0.07        (0.57     (0.04            (0.62
                                               

    Net income (loss)

  $ 0.38      $ 0.56      $ (0.55   $ 0.54      $ 0.58      $ (0.19
                                               

Diluted:

           

Income from continuing operations

  $ 0.44      $ 0.49      $ 0.05      $ 0.55      $ 0.60      $ 0.45   

Discontinued operations:

           

Income (loss) from operations

    (0.06     (0.01     (0.03     0.03        (0.02     (0.02

Gain (loss) on divestiture of operations

           0.07        (0.56     (0.04            (0.62
                                               

    Net income (loss)

  $ 0.38      $ 0.55      $ (0.54   $ 0.54      $ 0.58      $ (0.19
                                               

Shares used in computing earnings (loss) per common share:

           

Basic

    37,444        37,714        38,034        38,123        38,184        38,307   

Diluted

    38,061        38,474        38,894        38,265        38,315        38,415   

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Operating Data

(Unaudited)

(In thousands)

 

    2008 Quarters     2009 Quarters  
    First     Second     Third     Fourth     First     Second  

Revenues:

           

Hospital division

  $ 476,167      $ 461,064      $ 434,774      $ 465,317      $ 492,509      $ 487,145   

Health services division

    519,543        525,162        521,074        527,518        529,942        537,545   

Rehabilitation division

    104,499        106,318        106,796        109,707        117,647        120,450   
                                               
    1,100,209        1,092,544        1,062,644        1,102,542        1,140,098        1,145,140   

Eliminations

    (65,734     (66,503     (65,515     (66,323     (70,624     (72,086
                                               
  $ 1,034,475      $ 1,026,041      $ 997,129      $ 1,036,219      $ 1,069,474      $ 1,073,054   
                                               

Income from continuing operations:

           

Operating income (loss):

           

Hospital division

  $ 96,802      $ 85,886      $ 64,818      $ 97,861      $ 100,899      $ 91,027   

Health services division

    73,291        87,962        79,133        81,428        75,574        79,522   

Rehabilitation division

    11,486        10,178        7,448        8,959        15,453        13,599   

Corporate:

           

Overhead

    (34,931     (33,200     (30,937     (33,951     (34,087     (33,586

Insurance subsidiary

    (1,503     (1,347     (1,775     (2,032     (1,452     (1,182
                                               
    (36,434     (34,547     (32,712     (35,983     (35,539     (34,768
                                               

Operating income

    145,145        149,479        118,687        152,265        156,387        149,380   

Rent

    (83,623     (85,860     (84,865     (84,325     (85,201     (86,882

Depreciation and amortization

    (30,558     (30,545     (29,174     (29,745     (30,490     (31,355

Interest, net

    (1,674     (572     (3,039     (2,992     (1,003     (1,196
                                               

Income from continuing operations before income taxes

    29,290        32,502        1,609        35,203        39,693        29,947   

Provision (benefit) for income taxes

    12,080        13,025        (510     13,549        16,352        12,409   
                                               
  $ 17,210      $ 19,477      $ 2,119      $ 21,654      $ 23,341      $ 17,538   
                                               

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Operating Data (Continued)

(Unaudited)

(In thousands)

 

     2008 Quarters    2009 Quarters
     First    Second    Third    Fourth    First    Second

Rent:

                 

Hospital division

   $ 35,907    $ 37,750    $ 36,461    $ 36,198    $ 36,445    $ 36,834

Health services division

     46,326      46,611      46,972      46,703      47,274      48,565

Rehabilitation division

     1,358      1,393      1,405      1,399      1,451      1,459

Corporate

     32      106      27      25      31      24
                                         
   $ 83,623    $ 85,860    $ 84,865    $ 84,325    $ 85,201    $ 86,882
                                         

Depreciation and amortization:

                 

Hospital division

   $ 11,303    $ 11,455    $ 11,719    $ 13,673    $ 12,512    $ 13,018

Health services division

     13,892      13,292      11,536      9,925      11,685      12,038

Rehabilitation division

     387      485      547      546      547      549

Corporate

     4,976      5,313      5,372      5,601      5,746      5,750
                                         
   $ 30,558    $ 30,545    $ 29,174    $ 29,745    $ 30,490    $ 31,355
                                         

Capital expenditures, excluding acquisitions (including discontinued operations):

                 

Hospital division

   $ 13,556    $ 20,022    $ 19,736    $ 15,903    $ 14,330    $ 17,730

Health services division

     7,135      10,744      19,746      12,468      21,840      11,946

Rehabilitation division

     282      280      271      329      190      172

Corporate:

                 

Information systems

     3,832      8,616      7,051      6,864      3,453      8,838

Other

     135      258      489      960      173      210
                                         
   $ 24,940    $ 39,920    $ 47,293    $ 36,524    $ 39,986    $ 38,896
                                         

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Operating Data (Continued)

(Unaudited)

 

     2008 Quarters    2009 Quarters
     First    Second    Third    Fourth    First    Second

Hospital data:

                 

End of period data:

                 

Number of hospitals

     81      81      82      82      82      82

Number of licensed beds

     6,358      6,358      6,428      6,482      6,520      6,520

Revenue mix %:

                 

Medicare

     57      56      54      55      56      55

Medicaid

     9      9      11      11      10      10

Medicare Advantage

     8      9      9      10      10      11

Commercial insurance and other

     26      26      26      24      24      24

Admissions:

                 

Medicare

     7,920      7,268      6,786      7,054      7,421      7,117

Medicaid

     1,034      1,008      1,148      1,043      1,052      1,053

Medicare Advantage

     901      849      869      968      1,094      1,091

Commercial insurance and other

     1,814      1,799      1,748      1,727      1,921      1,869
                                         
     11,669      10,924      10,551      10,792      11,488      11,130
                                         

Admissions mix %:

                 

Medicare

     68      67      64      65      65      64

Medicaid

     9      9      11      10      9      9

Medicare Advantage

     8      8      8      9      9      10

Commercial insurance and other

     15      16      17      16      17      17

Patient days:

                 

Medicare

     216,737      210,064      188,832      190,794      197,377      197,203

Medicaid

     50,335      50,676      54,108      53,304      50,868      50,485

Medicare Advantage

     28,453      29,219      28,529      31,744      35,229      36,806

Commercial insurance and other

     66,270      67,847      64,449      63,688      65,509      61,960
                                         
     361,795      357,806      335,918      339,530      348,983      346,454
                                         

Average length of stay:

                 

Medicare

     27.4      28.9      27.8      27.0      26.6      27.7

Medicaid

     48.7      50.3      47.1      51.1      48.4      47.9

Medicare Advantage

     31.6      34.4      32.8      32.8      32.2      33.7

Commercial insurance and other

     36.5      37.7      36.9      36.9      34.1      33.2

Weighted average

     31.0      32.8      31.8      31.5      30.4      31.1

Revenues per admission:

                 

Medicare

   $ 34,128    $ 35,717    $ 34,721    $ 36,029    $ 37,262    $ 37,748

Medicaid

     41,853      42,271      40,798      50,577      45,160      45,759

Medicare Advantage

     42,167      46,448      45,679      46,305      46,387      46,950

Commercial insurance and other

     68,691      66,385      64,431      65,774      61,286      63,716

Weighted average

     40,806      42,206      41,207      43,117      42,872      43,769

Revenues per patient day:

                 

Medicare

   $ 1,247    $ 1,236    $ 1,248    $ 1,332    $ 1,401    $ 1,362

Medicaid

     860      841      866      990      934      954

Medicare Advantage

     1,335      1,350      1,391      1,412      1,440      1,392

Commercial insurance and other

     1,880      1,760      1,748      1,784      1,797      1,922

Weighted average

     1,316      1,289      1,294      1,370      1,411      1,406

Medicare case mix index (discharged patients only)

     1.12      1.16      1.14      1.17      1.22      1.23

Average daily census

     3,976      3,932      3,651      3,691      3,878      3,807

Occupancy %

     67.9      67.1      62.2      62.1      66.0      64.7

Annualized employee turnover %

     25.0      25.9      25.7      25.2      21.3      22.1

 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Operating Data (Continued)

(Unaudited)

 

     2008 Quarters    2009 Quarters
     First    Second    Third    Fourth    First    Second

Nursing center data:

                 

End of period data:

                 

Number of nursing centers:

                 

Owned or leased

     218      218      218      218      218      218

Managed

     4      4      4      4      4      4
                                         
     222      222      222      222      222      222
                                         

Number of licensed beds:

                 

Owned or leased

     27,569      27,449      27,422      27,252      27,138      27,138

Managed

     485      485      485      485      485      485
                                         
     28,054      27,934      27,907      27,737      27,623      27,623
                                         

Revenue mix %:

                 

Medicare

     35      35      33      34      35      35

Medicaid

     42      43      43      43      41      41

Medicare Advantage

     5      5      5      5      6      6

Private and other

     18      17      19      18      18      18

Patient days (excludes managed facilities):

                 

Medicare

     401,468      394,520      365,125      361,977      374,853      375,140

Medicaid

     1,356,401      1,347,763      1,387,819      1,374,670      1,326,654      1,323,157

Medicare Advantage

     64,929      68,850      69,655      69,083      80,352      82,652

Private and other

     413,510      406,564      419,071      420,193      403,320      415,510
                                         
     2,236,308      2,217,697      2,241,670      2,225,923      2,185,179      2,196,459
                                         

Patient day mix %:

                 

Medicare

     18      18      16      16      17      17

Medicaid

     61      61      62      62      61      60

Medicare Advantage

     3      3      3      3      4      4

Private and other

     18      18      19      19      18      19

Revenues per patient day:

                 

Medicare Part A

   $ 428    $ 430    $ 433    $ 455    $ 457    $ 459

Total Medicare (including Part B)

     461      465      474      497      497      500

Medicaid

     159      166      163      163      165      167

Medicare Advantage

     369      373      370      381      380      392

Private and other

     229      227      230      231      235      232

Weighted average

     232      237      232      237      243      245

Average daily census

     24,575      24,370      24,366      24,195      24,280      24,137

Admissions

     18,215      17,634      16,903      17,234      18,166      18,456

Occupancy %

     89.3      89.1      89.2      88.9      89.3      88.9

Medicare average length of stay

     35.2      35.7      36.5      34.8      34.8      35.5

Annualized employee turnover %

     48.2      50.2      51.0      48.9      37.9      39.9

Rehabilitation data:

                 

Revenue mix %:

                 

Company-operated

     65      64      62      61      61      60

Non-affiliated

     35      36      38      39      39      40

Sites of services (at end of period)

     650      658      659      655      661      659

Revenue per site

   $ 160,767    $ 161,578    $ 162,058    $ 167,492    $ 177,984    $ 182,775

Therapist productivity %

     81.9      81.3      80.1      82.3      84.8      84.8

Annualized employee turnover %

     13.1      13.5      13.2      13.3      10.9      11.6

 

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of the Company’s exposure to market risk contains “forward-looking statements” that involve risks and uncertainties. Given the unpredictability of interest rates as well as other factors, actual results could differ materially from those projected in such forward-looking information.

The Company’s exposure to market risk relates to changes in the prime rate, federal funds rate and LIBOR which affect the interest paid on certain borrowings.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity date.

Interest Rate Sensitivity

Principal Amount by Expected Maturity

Average Interest Rate

(Dollars in thousands)

 

     Expected maturities    Fair
value
6/30/09
 
     2009     2010     2011     2012     2013     Thereafter     Total   

Liabilities:

                 

Long-term debt, including amounts due within one year:

                 

Fixed rate

   $ 41      $ 86      $ 91      $ 96      $ 102      $ 358      $ 774    $ 743 (a) 

Average interest rate

     6.0     6.0     6.0     6.0     6.0     6.0     

Variable rate (b)

   $      $      $      $ 274,100      $      $      $ 274,100    $ 274,100   

 

(a) Calculated based upon the net present value of future principal and interest payments using a discount rate of 6%.
(b) Interest on borrowings under the Company’s revolving credit facility is payable, at the Company’s option, at (1) LIBOR plus an applicable margin ranging from 1.25% to 2.00% or (2) the applicable margin ranging from 0.25% to 1.00% plus the higher of the prime rate or 0.5% over the federal funds rate. The applicable margin is based upon the Company’s average daily excess availability as defined in the Company’s revolving credit facility.

 

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Table of Contents

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

The Company has carried out an evaluation under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2009, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in the Company’s internal control over financial reporting during the Company’s quarter ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II.    OTHER INFORMATION

 

Item 1. Legal Proceedings

The Company is a party to various legal actions (some of which are not insured), and regulatory and other government investigations and sanctions in the ordinary course of business. The Company is unable to predict the ultimate outcome of pending litigation and regulatory and other government investigations. The DOJ, CMS or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future which may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

 

Item 4. Submission of Matters to a Vote of Security Holders

The Company’s Annual Meeting of Shareholders was held on May 20, 2009 in Louisville, Kentucky. At the meeting, shareholders elected a board of nine directors pursuant to the following votes:

 

Director

   Votes in Favor    Votes Withheld    Abstentions

Edward L. Kuntz

   36,037,874    602,176   

Joel Ackerman

   36,336,817    303,233   

Ann C. Berzin

   34,808,064    1,831,986   

Jonathan D. Blum

   36,201,627    438,423   

Thomas P. Cooper, M.D.

   34,805,292    1,834,758   

Paul J. Diaz

   36,329,957    310,093   

Isaac Kaufman

   34,770,272    1,869,778   

Frederick J. Kleisner

   36,336,921    303,129   

Eddy J. Rogers, Jr.

   34,802,745    1,837,305   

In addition to electing directors, shareholders of the Company approved the Company’s Amended and Restated Short-Term Incentive Plan by the vote of 35,716,044 in favor, 891,149 against, 32,856 abstentions and no broker non-votes, and the Company’s Amended and Restated Long-Term Incentive Plan by the vote of 35,812,221 in favor, 792,270 against, 35,559 abstentions and no broker non-votes.

At the Annual Meeting, the Company’s shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2009 by the vote of 36,282,331 in favor, 346,613 against, 11,106 abstentions and no broker non-votes.

 

Item 6. Exhibits

 

  10.1    Renewal Notice to Lessor, dated April 30, 2009, regarding the Second Amended and Restated Master Lease Agreements Nos. 1-4, between Ventas Realty, Limited Partnership, as Lessor and Kindred Healthcare, Inc. and Kindred Healthcare Operating, Inc. as Tenant.
  31    Rule 13a-14(a)/15d-14(a) Certifications.
  32    Section 1350 Certifications.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    KINDRED HEALTHCARE, INC.
Date: August 6, 2009  

/s/    PAUL J. DIAZ        

  Paul J. Diaz
  President and
Chief Executive Officer
Date: August 6, 2009  

/s/    RICHARD A. LECHLEITER        

  Richard A. Lechleiter
  Executive Vice President and
Chief Financial Officer

 

45