The Ensign Group Annual Report 2016

Plain-text annual report

ENSIGN GROUP, INC FORM 10-K (Annual Report) Filed 02/08/17 for the Period Ending 12/31/16 Address Telephone CIK Symbol SIC Code 27101 PUERTA REAL, SUITE 450 MISSION VIEJO, CA 92691 (949) 487-9500 0001125376 ENSG 8051 - Skilled Nursing Care Facilities Industry Healthcare Facilities & Services Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________________FORM 10-KxANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2016 .oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from to .Commission file number: 001-33757__________________________THE ENSIGN GROUP, INC.(Exact Name of Registrant as Specified in Its Charter)Delaware33-0861263(State or Other Jurisdiction of(I.R.S. EmployerIncorporation or Organization)Identification No.)27101 Puerta Real, Suite 450Mission Viejo, CA 92691(Address of Principal Executive Offices and Zip Code)(949) 487-9500(Registrant’s Telephone Number, Including Area Code)N/A(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)_____________________________Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x NoIndicate 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 thepreceding 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. xYes o NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted 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 wasrequired to submit and post such files). x Yes o NoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of theregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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. (Check one):Large accelerated filer xAccelerated filer oNon-accelerated filer oSmaller reporting company o (Do not check if a smaller reporting company) Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x NoThe aggregate market value of the registrant's common stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business dayof the registrant's most recently completed second fiscal quarter, June 30, 2016, was approximately $884,000,000 . Shares of Common Stock held by each executive officer,director and each person owning more than 10% of the outstanding Common Stock of the registrant have been excluded in that such persons may be deemed to be affiliates ofthe registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of February 3, 2017 , 50,898,387 shares of the registrant’s common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCE:Part III of this Form 10-K incorporates information by reference from the Registrant's definitive proxy statement for the Registrant's 2017 Annual Meeting of Stockholdersto be filed within 120 days after the close of the fiscal year covered by this annual report. THE ENSIGN GROUP, INC.INDEX TO ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2016TABLE OF CONTENTS PART I. Item 1.Business3 Item 1A.Risk Factors26 Item 1B.Unresolved Staff Comments61 Item 2.Properties61 Item 3.Legal Proceedings62 Item 4.Mine Safety Disclosures64 PART II. Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities64 Item 6.Selected Financial Data67 Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations71 Item 7A.Quantitative and Qualitative Disclosures About Market Risk98 Item 8.Financial Statements and Supplementary Data98 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure99 Item 9A.Controls and Procedures99 Item 9B.Other Information101 PART III. Item 10.Directors, Executive Officers and Corporate Governance101 Item 11.Executive Compensation101 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters101 Item 13.Certain Relationships and Related Transactions and Director Independence101 Item 14.Principal Accountant Fees and Services101 PART IV. Item 15.Exhibits, Financial Statements and Schedules101 Signatures 103 EX-21.1 EX-23.1 EX-31.1 EX-31.2 EX-32.1 EX-32.2 EX-101 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements, which include, but are not limited to our expected future financial position, resultsof operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities and plans and objectives ofmanagement. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,”“estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Thesestatements are subject to the safe harbors created under the Securities Act of 1933 (Security Act) and the Securities Exchange Act of 1934 (Exchange Act). Thesestatements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual resultscould differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are listed under thesection “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Accordingly, you should not rely upon forward-looking statements as predictions offuture events. These forward-looking statements speak only as of the date of this Annual Report, and are based on our current expectations, estimates andprojections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. We undertake noobligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.As used in this Annual Report on Form 10-K, the words, "Ensign," Company," “we,” “our” and “us” refer to The Ensign Group, Inc. and its consolidatedsubsidiaries. All of our operating subsidiaries, the Service Center (defined below) and our wholly-owned captive insurance subsidiary (the Captive) are operated byseparate, wholly-owned, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and“its” assets and activities, as well as the use of the terms “we,” “us,” “our” and similar terms in this Annual Report is not meant to imply, nor should it be construedas meaning, that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries are operated by The Ensign Group.The Ensign Group, Inc. is a holding company with no direct operating assets, employees or revenues. In addition, certain of our wholly-owned independentsubsidiaries, collectively referred to as the Service Center, provide centralized accounting, payroll, human resources, information technology, legal, riskmanagement and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. In addition, our wholly-owned captive insurance subsidiary, which we refer to as the Captive, provides some claims-made coverage to our operating subsidiaries for general andprofessional liability, as well as for certain workers' compensation insurance liabilities.We were incorporated in 1999 in Delaware. The Service Center address is 27101 Puerta Real, Suite 450, Mission Viejo, CA 92691, and our telephonenumber is (949) 487-9500. Our corporate website is located at www.ensigngroup.net. The information contained in, or that can be accessed through, our websitedoes not constitute a part of this Annual Report.Ensign TM is our United States trademark. All other trademarks and trade names appearing in this annual report are the property of their respective owners.PART I.Item 1. BusinessCompany Overview We, through our operating subsidiaries, are a provider of healthcare services across the post-acute care continuum, as well as other ancillary businesseslocated in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Oregon, South Carolina, Texas, Utah, Washington and Wisconsin. Our operatingsubsidiaries, each of which strives to be the service of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home healthand hospice and other ancillary services. As of December 31, 2016 , we offered skilled nursing, assisted living and rehabilitative care services through 210 skillednursing and assisted living facilities across 13 states. Our home health and hospice business provides home health, hospice and home care services from 39agencies across nine states.Our organizational structure is centered upon local leadership. We believe our organizational structure, which empowers leaders and staff at the local level, isunique within the healthcare services industry. Each of our operations is led by highly dedicated individuals who are responsible for key operational decisions attheir operations. Leaders and staff are trained and motivated to pursue superior clinical outcomes, high patient and family satisfaction, operating efficiencies andfinancial performance at their operations.3We encourage and empower our leaders and staff to make their operation the “operation of choice” in the community it serves. This means that our leadersand staff are generally authorized to discern and address the unique needs and priorities of healthcare professionals, customers and other stakeholders in the localcommunity or market, and then work to create a superior service offering for, and reputation in, that particular community or market. We believe that our localizedapproach encourages prospective customers and referral sources to choose or recommend the operation. In addition, our leaders are enabled and motivated to sharereal-time operating data and otherwise benchmark clinical and operational performance against their peers in order to improve clinical care, enhance patientsatisfaction and augment operational efficiencies, promoting the sharing of best practices.We view healthcare services primarily as a local business, influenced by personal relationships and community reputation. We believe our success is largelydependent upon our ability to build strong relationships with key stakeholders from the local healthcare community, based upon a solid foundation of reliablysuperior care. Accordingly, our brand strategy is focused on encouraging the leaders and staff of each operation to focus on clinical excellence, and promote theiroperation independently within their local community.Much of our historical growth can be attributed to our expertise in acquiring real estate or leasing both under-performing and performing post-acute careoperations and transforming them into market leaders in clinical quality, staff competency, employee loyalty and financial performance. We have also invested innew business lines that are complementary to our existing businesses, such as ancillary services. We plan to continue to grow our revenue and earnings by:• continuing to grow our talent base and develop future leaders;• increasing the overall percentage or “mix” of higher-acuity patients;• focusing on organic growth and internal operating efficiencies;• continuing to acquire additional operations in existing and new markets;• expanding and renovating our existing operations, and• strategically investing in and integrating other post-acute care healthcare businesses.Company HistoryOur company was formed in 1999 with the goal of establishing a new level of quality care within the skilled nursing industry. The name “Ensign” issynonymous with a “flag” or a “standard,” and refers to our goal of setting the standard by which all others in our industry are measured. We believe that throughour efforts and leadership, we can foster a new level of patient care and professional competence at our operating subsidiaries, and set a new industry standard forquality skilled nursing and rehabilitative care services.We organize our operating subsidiaries into portfolio companies, which we believe has enabled us to maintain a local, field-driven organizational structureand attract additional qualified leadership talent, and to identify, acquire, and improve operations at a generally faster rate. Each of our portfolio companies has itsown president. These presidents, who are experienced and proven leaders that are generally taken from the ranks of operational CEOs, serve as leadershipresources within their own portfolio companies, and have the primary responsibility for recruiting qualified talent, finding potential acquisition targets, andidentifying other internal and external growth opportunities. We believe this organizational structure has improved the quality of our recruiting and will continue tofacilitate successful acquisitions.Beginning in the fourth quarter of 2016, we realigned our operating segments to more closely correlate with our serviceofferings, which coincide with the way that we measure performance and allocate resources. We have three reportable segments: (1) transitional and skilledservices, which includes the operation of skilled nursing facilities; (2) assisted and independent living services, which includes the operation of assisted andindependent living facilities; and (3) home health and hospice services, which includes our home health, home care and hospice businesses. Our Chief ExecutiveOfficer, who is our chief operating decision maker, or CODM, reviews financial information at the operating segment level. We also report an “all other” categorythat includes revenue from our urgent care centers, mobile diagnostics and other ancillary operations. Our urgent care centers, mobile diagnostics and otherancillary operations businesses are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. Our reporting segmentsare business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of our assisted andindependent living services led us4to separate our assisted and independent living services into a distinct reportable segment in the fourth quarter of 2016. Previously, we had two reportablesegments, transitional, skilled and assisted living services (TSA services), which included the operation of skilled nursing facilities and assisted living facilities;and (2) home health and hospice services. We have presented 2015 and 2014 financial information in this Annual Report on a comparative basis to conform withthe current year segment presentation. For more information about our operating segments, as well as financial information, see Part II Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations and Note 7, Business Segments of the Notes to Consolidated Financial Statements.Recent EventsIn 2016, we completed the sale of urgent care centers for $41.5 million . As a result of the sale, we recognized a pretax gain of $19.2 million , which isincluded in operating income. In accordance with the authoritative guidance for discontinued operations, neither transaction meets the criteria of a discontinuedoperation as they do not represent a strategic shift that has or will have a major effect on our operations and financial results. The sale of the investment supportsour increased focus on growth opportunities in new business lines that are complementary to our existing transitional and skilled services.On February 5, 2016, we amended our existing revolving credit facility to increase our aggregate principal amount available to $250.0 million . On July 19,2016, we entered into a second amendment to our credit facility to increase the aggregate principal amount up to $450.0 million , comprised of a $300.0 millionrevolving credit facility and a $150.0 million term loan.On November 4, 2015 and February 9, 2016, we announced that our Board of Directors authorized two stock repurchase programs, under which we mayrepurchase up to $15.0 million of our common stock under each program for a period of 12 months. During the first quarter of 2016, we repurchased 1.5 millionshares of our common stock for a total of $30.0 million and the repurchase programs expired upon the repurchase of the full authorized amount under the plans.After careful consideration and some clinical survey challenges, we voluntarily discontinued operations in one of our skilled nursing facilities in the firstquarter of 2016 in order to preserve the overall ability to serve the residents in surrounding counties. The operation represented approximately 0.5% of our revenueand adjusted EBITDAR in 2015. As part of this closure, we entered into an agreement with our landlord allowing for the closure of the property as well as otherprovisions to allow our landlord to transfer the property and the licenses free and clear of the applicable master lease. This arrangement will not impact the rentexpense paid in 2016, or expected to be paid in future periods, and will have no material impact on our lease coverage ratios under our master lease agreementswith CareTrust REIT, Inc. (collectively, the Master Leases). We recorded a continued obligation liability under the lease and related closing expenses of $7.9million , including the present value of rental payments of approximately $6.5 million , which was recognized in the first quarter of 2016. Residents of the affectedfacility were transferred to other local skilled nursing facilities in an orderly fashion and in accordance with their individual clinical needs.In November 2016, we entered into an agreement with our landlord to terminate the lease effective as of November 16, 2016. The lease of the facility wasscheduled to expire on May 31, 2031.SegmentsTransitional and Skilled ServicesAs of December 31, 2016, our skilled nursing companies provided skilled nursing care at 170 operations, with 17,724 operational beds, in Arizona,California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. Through our skilled nursing operations,we provide short stay patients and long stay patients with a full range of medical, nursing, rehabilitative, pharmacy and routine services, including daily dietary,social and recreational services. We generate our revenue from Medicaid, private pay, managed care and Medicare payors. During the year ended December 31,2016, approximately 44.3% and 28.8% of our skilled nursing revenue was derived from Medicaid and Medicare programs, respectively.Assisted and Independent Living ServicesWe provide assisted and independent living services at 61 operations, of which 21 are located on the same site location as our skilled nursing careoperations. As of December 31, 2016, we had 4,450 assisted and independent living units. Our assisted living companies located in Arizona, California, Colorado,Idaho, Iowa, Kansas, Nebraska, Nevada, Texas, Utah, Washington and Wisconsin, provide residential accommodations, activities, meals, security, housekeepingand assistance in the activities of daily living to seniors who are independent or who require some support, but not the level of nursing care provided in a skillednursing operation. Our independent living units are non-licensed independent living apartments in which residents are independent and5require no support with the activities of daily living. We generate revenue at these units primarily from private pay sources, with a portion earned from Medicaid orother state-specific programs. During the year ended December 31, 2016, approximately 78.6% of our assisted and independent living revenue was derived fromprivate pay sources.Home Health and Hospice ServicesHome HealthAs of December 31, 2016, we provided home health care services in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington. Ourhome health care services generally consist of providing some combination of nursing, speech, occupational and physical therapists, medical social workers andcertified home health aide services. Home health care is often a cost-effective solution for patients, and can also increase their quality of life and allow them toreceive quality medical care in the comfort and convenience of a familiar setting. We derive the majority of our home health revenue from Medicare and managedcare organizations. During the year ended December 31, 2016, approximately 53.7% of our home health revenue were derived from Medicare.HospiceAs of December 31, 2016, we provided hospice care services in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington. Hospiceservices focus on the physical, spiritual and psychosocial needs of terminally ill individuals and their families, and consists primarily of palliative and clinical care,education and counseling. We derive the majority of our hospice revenue from Medicare reimbursement. During the year ended December 31, 2016, approximately86.7% of our hospice revenue was derived from Medicare.OtherWe have historically operated urgent care clinics in Colorado and Washington. Our urgent care centers provided daily access to healthcare for minor injuriesand illnesses, including x-ray and lab services, all from convenient neighborhood locations with no appointments. In 2016, we completed the sale of our urgent carecenters for an aggregate purchase price of $41.5 million . As of December 31, 2016 , we held a majority membership interest of mobile ancillary operations locatedin Arizona, California, Colorado, Idaho and Utah. We have invested in and are exploring new business lines that are complementary to our existing transitional andskilled services; assisted and independent living services and home health and hospice businesses. These new business lines consist of mobile ancillary services,including digital x-ray, ultrasound, electrocardiograms, sub-acute services and patient transportation to people in their homes or at long-term care facilities. To datethese businesses are not meaningful contributors to our operating results.GrowthWe have an established track record of successful acquisitions. Much of our historical growth can be attributed to our expertise in acquiring real estate orleasing both under-performing and performing post-acute care operations and transforming them into market leaders in clinical quality, staff competency,employee loyalty and financial performance. With each acquisition, we apply our core operating expertise to improve these operations, both clinically andfinancially. In years where pricing has been high, we have focused on the integration and improvement of our existing operating subsidiaries while limiting ouracquisitions to strategically situated properties. In the last few years, our acquisition activity accelerated, allowing us to add 108 facilities between January 1, 2012 and December 31, 2016. From January 1,2008 through December 31, 2016, we acquired 149 facilities, which added 11,288 operational skilled nursing beds and 3,872 assisted and independent living unitsto our operating subsidiaries.During the year ended December 31, 2016 , we continued to expand our operations with the addition of eighteen stand-alone skilled nursing facilities, onepost-acute care campus, two home health agencies and five hospice agencies. In addition, we opened six newly constructed post-acute care campuses and we haveinvested in new business lines that are complementary to our existing businesses. We also acquired the underlying real estate of fifteen assisted living operation,which we previously operated under a long-term lease agreement. The following table summarizes our growth through December 31, 2016:6 December 31, 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Cumulative number of skilled nursing,assisted and independent livingoperations57 61 63 77 82 102 108 119(1)136(1)186(2)210 Cumulative number of operationalskilled nursing beds5,984 6,436 6,635 8,250 8,548 9,787 10,215 10,949 12,379 14,925 17,724 Cumulative number of assisted livingand independent living units426 578 578 578 791 1,509 1,677 1,968(1)2,285(1)4,298(2)4,450 Number of home health, hospice andhome care agencies— — — 1 3 7 10 16 25 32 39 Number of urgent care centers— — — — — — 3 7 14 17 —(3)(1) Included in 2013 operational units are operational units of the three independent living facilities we transferred to CareTrust REIT, Inc. (CareTrust) as part of the spin-off transaction (the Spin-Off). Prior to the Spin-Off, the Companyseparated the healthcare operations from the independent living operations at two locations, resulting in two separate facilities and transferred the two separate facilities and one stand-alone independent facility to CareTrust.(2) Included in 2010-2015 operational beds and number of operations are operational beds and operation of one facility we voluntarily discontinued at in 2016. 2016 operational beds and number of operations do not include the closedfacility.(3) We completed the sale of urgent care centers in 2016.New Market CEO and New Ventures Programs. In order to broaden our reach into new markets, and in an effort to provide existing leaders in our companywith the entrepreneurial opportunity and challenge of entering a new market and starting a new business, we established our New Market CEO program in 2006.Supported by our Service Center and other resources, a New Market CEO evaluates a target market, develops a comprehensive business plan, and relocates to thetarget market to find talent and connect with other providers, regulators and the healthcare community in that market, with the goal of ultimately acquiring facilitiesand establishing an operating platform for future growth. In addition, this program was expanded to broaden our reach to other lines of business closely related tothe skilled nursing industry through our New Ventures program. For example, we entered into home health as part of this program. The New Ventures programencourages facility CEOs to evaluate service offerings with the goal of establishing an operating platform in new markets. We believe that this program will notonly continue to drive growth, but will also provide a valuable training ground for our next generation of leaders, who will have experienced the challenges ofgrowing and operating a new business.Acquisition HistoryThe following table sets forth the location of our facilities and the number of operational beds and units located at our facilities as of December 31, 2016 : CA TX AZ WI UT CO WA ID NE KS IA SC NV TotalNumber of facilitiesSkilled nursingoperations39 41 21 2 12 7 9 5 7 1 — 4 1 149Assisted andindependentlivingoperations6 2 6 15 1 3 1 3 1 — — — 2 40Campuses (1)3 4 1 — 2 1 — 1 2 5 2 — — 21Number of operational beds/unitsOperationalskilled nursingbed4,1525,3063,0131381,50357284143241354229442692 17,724Assisted andindependentliving units7353341,2506801062829827330114831—212 4,450(1) Campus represents a facility that offers both skilled nursing and assisted and/or independently living services.As of December 31, 2016 , we provided home health and hospice services through our 39 agencies in Arizona, California, Colorado, Idaho, Iowa, Oregon,Texas, Utah and Washington.During the year ended December 31, 2016 , we expanded our operations with the addition of two home health agencies and five hospice agencies. Inaddition, we acquired eighteen stand-alone skilled nursing facilities and one post-acute care campus through a combination of long-term leases and purchases. Aspart of these acquisitions, we acquired the real estate at two of the skilled nursing operations and one post-acute care campus and entered into long term leases forsixteen skilled nursing operations. We did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligationsunder the long-term lease. We also have invested in new ancillary services that are complementary to our existing transitional and7skilled services; assisted and independent living services and home health and hospice businesses. The aggregate purchase price for these acquisitions for the yearended December 31, 2016 was $64.5 million . The expansion of the operations added 2,336 operational skilled nursing beds and ten assisted living units operatedby our operating subsidiaries. We entered into a separate operations transfer agreement with the prior operator as part of each transaction.Our operating subsidiaries opened six newly constructed post-acute care campuses under long-term lease agreements, which added 463 operational skillednursing beds and 142 assisted living units. In November 2016, we entered into an agreement with our landlord to terminate the lease effective as of November 16,2016. The lease of the facility was scheduled to expire on May 31, 2031.In addition to the acquisitions described above, we acquired the underlying real estate of fifteen assisted living operations, which the Company previouslyoperated under a long-term lease agreement for an aggregate purchase price of $127.3 million . These acquisitions did not impact our unit count.Subsequent to December 31, 2016 , we acquired one skilled nursing and assisted living operation for a purchase price of $5.8 million , which included realestate. The addition of this operation added 124 operational skilled nursing beds and nine assisted living units operated by our operating subsidiaries.For further discussion of our acquisitions, see Note 8, Acquisitions in the Notes to Consolidated Financial Statements.Quality of Care MeasuresIn December 2008, the Centers for Medicare and Medicaid Services (CMS) introduced the Five-Star Quality Rating System to help consumers, their familiesand caregivers compare nursing homes more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating of between one and fivestars in various categories. In cases of acquisitions, the previous operator's clinical ratings are included in our overall Five-Star Quality Rating. The prior operator'sresults will impact our rating until we have sufficient clinical measurements subsequent to the acquisition date. Generally we acquire facilities with a 1 or 2-Starrating and as we acquire them, it will impact our overall Five-Star Quality rating as a percentage of all our skilled nursing operations. We believe compliance andquality outcomes are precursors to outstanding financial performance. The table below summarizes the improvements we have made in these quality measuressince 2011: As of December 31, 2011 2012 2013 2014 2015 2016Cumulative number of skilled nursing facilities (1)93 98 106 121 146 1704 and 5-Star Quality Rated skilled nursing facilities38 45 60 77 72 86Percentage of 4 and 5-Star Quality Rated skilled nursing facilities40.9% 45.9% 56.6% 63.6% 49.3% 50.6%(1) Cumulative number includes only skilled nursing facilities as of the end of the respective period as star rating reports are only applicable to skilled nursing facilities.Our star ratings starting in 2015 were impacted by changes in the CMS Five Star Quality Rating System requirements that were established on February 20,2015. These changes include the use of antipsychotics in calculating the star ratings, modified calculations for staffing levels and reflect higher standards fornursing homes to achieve a high rating on the quality measure dimension. In 2016, CMS added six new quality measures to the Nursing Home Five-Star QualityRatings, including the rate of hospitalization, emergency room use, community discharge, improvements in function, independently worsened and anxiety orhypnotic medication among nursing home residents. Since the revised standards for performance are more difficult to achieve, many nursing homes experienced alower quality measure rating based on new measurement standard rather than a change in the quality of care. Because of these changes, we believe that it is notappropriate to compare our 2015 and 2016 star ratings with those that appeared in earlier years. In addition, our percentage of 4 and 5-Star Quality Rated skillednursing facilities is also dependent on the number of newly acquired facilities. As mentioned above, generally we acquire facilities with a 1 or 2-Star rating. In2016, we acquired and opened 25 skilled nursing facilities compared to 25 and 15 in 2015 and 2014, respectively.Industry TrendsThe post-acute care industry has evolved to meet the growing demand for post-acute and custodial healthcare services generated by an aging population,increasing life expectancies and the trend toward shifting of patient care to lower cost settings. The industry has evolved in recent years, which we believe has ledto a number of favorable improvements in the industry, as described below:•Shift of Patient Care to Lower Cost Alternatives . The growth of the senior population in the United States continues to increase healthcare costs, oftenfaster than the available funding from government-sponsored healthcare programs. In8response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients in more cost-effective settingssuch as skilled nursing facilities, for which the staffing requirements and associated costs are often significantly lower than acute care hospitals, inpatientrehabilitation facilities and other post-acute care settings. As a result, skilled nursing facilities are generally serving a larger population of higher-acuitypatients than in the past.•Significant Acquisition and Consolidation Opportunities . The skilled nursing industry is large and highly fragmented, characterized predominantly bynumerous local and regional providers. We believe this fragmentation provides significant acquisition and consolidation opportunities for us.•Improving Supply and Demand Balance . The number of skilled nursing facilities has declined modestly over the past several years. We expect that thesupply and demand balance in the skilled nursing industry will continue to improve due to the shift of patient care to lower cost settings, an agingpopulation and increasing life expectancies.•Increased Demand Driven by Aging Populations and Increased Life Expectancy . As life expectancy continues to increase in the United States and seniorsaccount for a higher percentage of the total U.S. population, we believe the overall demand for skilled nursing services will increase. At present, theprimary market demographic for skilled nursing services is primarily individuals age 75 and older. According to the 2010 U.S. Census, there were over40 million people in the United States in 2010 that are over 65 years old. The 2010 U.S. Census estimates this group is one of the fastest growingsegments of the United States population and is expected to more than double between 2000 and 2030.•Accountable Care Organizations and Reimbursement Reforms . A significant goal of federal health care reform is to transform the delivery of health careby changing reimbursement for health care services to hold providers accountable for the cost and quality of care provided. Medicare and manycommercial third party payors are implementing Accountable Care Organization (ACO) models in which groups of providers share in the benefit and riskof providing care to an assigned group of individuals. Other reimbursement methodology reforms include value-based purchasing, in which a portion ofprovider reimbursement is redistributed based on relative performance on designated economic, clinical quality, and patient satisfaction metrics. Inaddition, CMS is implementing demonstration and mandatory programs to bundle acute care and post-acute care reimbursement to hold providersaccountable for costs across a broader continuum of care. These reimbursement methodologies and similar programs are likely to continue and expand,both in public and commercial health plans. On April 26, 2015, CMS announced its goal to have 30% of Medicare payments for quality and value throughalternative payment models such as ACOs or bundled payments by 2016 and up to 50% by the end of 2018. In March 2016, CMS announced that its 30%target for 2016 was reached in January 2016.We believe the post-acute industry has been and will continue to be impacted by several other trends. The use of long-term care insurance is increasingamong seniors as a means of planning for the costs of skilled nursing services. In addition, as a result of increased mobility in society, reduction of average familysize, and the increased number of two-wage earner couples, more seniors are looking for alternatives outside the family for their care.Effects of Changing PricesMedicare reimbursement rates and procedures are subject to change from time to time, which could materially impact our revenue. Medicare reimburses ourskilled nursing operations under a PPS for certain inpatient covered services. Under the PPS, facilities are paid a predetermined amount per patient, per day, basedon the anticipated costs of treating patients. The amount to be paid is determined by classifying each patient into a resource utilization group (RUG) category that isbased upon each patient’s acuity level. As of October 1, 2010, the RUG categories were expanded from 53 to 66 with the introduction of minimum data set (MDS)3.0. Should future changes in skilled nursing facility payments reduce rates or increase the standards for reaching certain reimbursement levels, our Medicarerevenues could be reduced and/or our costs to provide those services could increase, with a corresponding adverse impact on our financial condition or results ofoperations.Our Medicare reimbursement rates and procedures for our home health and hospice operations are based on the severity of the patient’s condition, his or herservice needs and other factors relating to the cost of providing services and supplies. Our home health rates and services are bundled into 60-day episodes of care.Payments can be adjusted for: (a) an outlier payment if our patient’s care was unusually costly (capped at 10% of total reimbursement per provider number); (b) alow utilization payment adjustment (LUPA) if the number of visits during the episode was fewer than five; (c) a partial payment if our patient transferred to anotherprovider or we received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required(with various incremental adjustments made for additional visits, and larger payment increases associated with the sixth, fourteenth and twentieth visit thresholds);(e) a payment adjustment if we are unable to perform periodic therapy assessments; (f) the number of episodes of care provided to a patient, regardless of whetherthe same home health provider provided care for the entire series of episodes; (g) changes in the base episode payments established by the Medicare program;(h) adjustments to the base episode payments for case mix and geographic wages; and (i) recoveries of overpayments.9Various healthcare reform provisions became law upon enactment of the Patient Protection and Affordable Care Act and the Healthcare Education andReconciliation Act (collectively, the ACA). The reforms contained in the ACA have affected our operating subsidiaries in some manner and are directed in largepart at increased quality and cost reductions. Several of the reforms are very significant and could ultimately change the nature of our services, the methods ofpayment for our services and the underlying regulatory environment. These reforms include the possible modifications to the conditions of qualification forpayment, bundling of payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. The recent presidential andcongressional elections in the United States could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policythat could significantly impact our business and the health care industry. We continually monitor these developments in an effort to respond to the changingregulatory environment impacting our business.On October 4, 2016, CMS released a final rule that reforms the requirements for long-term care (LTC) facilities, specifically skilled nursing facilities (SNFs)and nursing facilities (NFs), to participate in the Medicare and Medicaid programs. The regulations have not been updated since 1991 and have been revised toimprove quality of life, care and services in LTC facilities, optimize resident safety, reflect current professional standards and improve the logical flow of theregulations. The regulations are effective November 28, 2016 and will be implemented in three phases. The first phase is effective November 28, 2016, the secondphase is effective November 28, 2017 and the phase third becomes effective November 28, 2019.A few highlights from the new regulation include the following:•investigate and report all allegations of abusive conduct, and refrain from employing individuals who have had a disciplinary action taken againsttheir professional license by a state licensure body as a result of a finding of abuse, neglect, mistreatment of residents or misappropriation oftheir property;•document a transfer or discharge in the medical record and exchange certain information to a receiving provider or facility when a resident istransferred;•develop and implement a baseline care plan for each resident within 48 hours of their admission that includes instructions to provide effectiveand person-centered care that meets professional standards of quality care;•develop and implement a discharge planning process that prepares residents to be active partners in post-discharge care;•provide the necessary care and services to attain or maintain the highest practicable physical, mental and psychosocial well-being;•add a competency requirement for determining the sufficiency of nursing staff;•require that a pharmacist reviews a resident’s medical chart during each monthly drug regiment review;•refrain from charging a Medicare resident for loss or damage of dentures;•provide each resident with a nourishing, palatable and well-balanced diet;•conduct, document and annually review a facility-wide assessment to determine what resources are necessary to care for its residents;•refrain from entering into a binding arbitration agreement until after a dispute arises between the parties;•develop, implement and maintain an effective comprehensive, data-driven quality assurance and performance improvement program;•develop an Infection Prevention and Control Program; and•require their operating organization have in effect a compliance and ethics program.CMS estimates that the average cost per facility for compliance with the new rule to be approximately $62,900 in the first year and approximately $55,000 insubsequent years. However, these amounts vary per organization. In addition to the monetary costs, these regulations may create compliance issues, as stateregulators and surveyors interpret requirements that are less explicit. On September 16, 2016, CMS issued its final rule concerning emergency preparedness requirements for Medicare and Medicaid participating providers,specifically skilled nursing facilities (SNFs), nursing facilities (NFs), and intermediate care10facilities for individuals with intellectual disabilities (ICF/IIDs). The rule is designed to ensure providers and suppliers have comprehensive and integratedemergency policies and procedures in place, in particular during natural and man-made disasters. Under the rule, facilities are required to 1) document riskassessment and emergency planning; 2) develop and implement policies and procedures based on that risk assessment; 3) develop and maintain an emergencypreparedness communication plan in compliance with both federal and state law; and 4) develop and maintain an emergency preparedness training and testingprogram. The regulations outlined in the final rule must be implemented by November 15, 2017.On July 29, 2016, CMS issued its final rule laying out the performance standards relating to preventable hospital readmissions from skilled nursing facilities.The final rule includes the SNF 30-day All Cause Readmission Measure which assesses the risk-standardized rate of all-cause, all condition, unplanned inpatienthospital readmissions for Medicare fee-for-service SNF patients within 30 days of discharge from admission to an inpatient prospective payment system hospital,CAH or psychiatric hospital. The final rule includes the SNF 30-Day Potentially Preventable Readmission Measure as the SNF all condition risk adjustedpotentially preventable hospital readmission measure. This measure assesses the facility-level risk-standardized rate of unplanned, potentially preventable hospitalreadmissions for SNF patients within 30 days of discharge from a prior admission to an IPPS hospital, CAH, or psychiatric hospital. Hospital readmissions includereadmissions to a short-stay acute-care hospital or CAH, with a diagnosis considered to be unplanned and potentially preventable. This measure is claims-based,requiring no additional data collection or submission burden for SNFs.In addition, the proposed rule states, beginning in 2019, the achievement performance standard for skilled nursing facilities for quality measures specifiedunder the SNF Value Based Purchasing Program (SNF VBP) will be the 25 th percentile of national SNF performance on the quality measure during the applicablebaseline period. This will affect the value based incentive payments paid to skilled nursing facilities.On December 20, 2016, the Centers for Medicare & Medicaid Services (CMS) issued the final rule for a new Cardiac Rehabilitation Incentive (CR) model,which includes mandatory bundled payment programs for an acute myocardial infarction (AMI) episode of care or a coronary artery bypass graft (CABG) episodeof care, and modifications to the existing Comprehensive Care for Joint Replacement (CJR) model to include surgical hip/femur fracture treatment episodes. Thenew mandatory cardiac programs mirror the Bundled Payments for Care Improvement (BPCI) and Comprehensive Care for Joint Replacement (CJR) models inthat actual episode payments will be retrospectively compared against a target price. Similar to CJR, participating hospitals will be at risk for Medicare Part A andB payments in the inpatient admission and 90 days post-discharge. BPCI episodes would continue to take precedence over episodes in the CJR program and in thenew cardiac bundled payment program. The cardiac model will be mandatory in 98 randomly selected geographic areas and the hip/femur procedure model will bemandatory in the same 67 geographic areas that were selected for CJR. CMS is also providing “Cardiac Rehabilitation Incentive Payments”, which can be used byhospitals to facilitate cardiac rehabilitation plans and adherence. The incentive will be provided to hospitals in 45 of the 98 geographic areas included in themandatory bundled payment program and 45 geographic areas outside of the program. The final rule has a start date of July 1, 2017 and will continue for fiveperformance years.On November 16, 2015, CMS issued the final rule for a new mandatory CJR model focusing on coordinated, patient-centered care. Under this model, thehospital in which the hip or knee replacement takes place is accountable for the costs and quality of care from the time of the surgery through 90 days after, or an“episode” of care. Depending on the hospital’s quality and cost performance during the episode, the hospital either earns a financial reward or is required to repayMedicare for a portion of the costs. This payment is intended to give hospitals an incentive to work with physicians, home health agencies and nursing facilities tomake sure beneficiaries receive the coordinated care they need with the goal of reducing avoidable hospitalizations and complications. This model initially covers67 geographic areas throughout the country and most hospitals in those regions are required to participate. Following the implementation of the CJR program onApril 1, 2016, our Medicare revenues derived from our affiliated skilled nursing facilities and other post-acute services related to lower extremity joint replacementhospital discharges could be increased or decreased in those geographic areas identified by CMS for mandatory participation in the bundled payment program.Skilled NursingCMS Payment Rules. On July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates and quality programs for skilled nursingfacilities. The policies in the finalized rule continue to shift Medicare payments from volume to value. CMS projects that aggregate payments to skilled nursingfacilities will increase by a net 2.4% for fiscal year 2017. This estimate increase reflected a 2.7% market basket increase, reduced by a 0.3% multi-factorproductivity (MFP) adjustment required by the Patient Protection and Affordable Care Act (ACA). This final rule also further defines the skilled nursing facilitiesQuality Reporting Program and clarifies the Value-Based Purchasing Program to establish performance standards, baseline and performance periods, performancescoring methodology and feedback reports.11The Value-Based Purchasing Program final rule specifies the skilled nursing facility 30-day potentially preventable readmission measure, which assesses thefacility-level risk standardized rate of unplanned, potentially preventable hospital readmissions for skilled nursing facility patients within 30 days of discharge froma prior admission to a hospital paid under the Inpatient Prospective Payment System, a critical access hospital, or a psychiatric hospital. There is also finalizedadditional policies related to the Value-Based Purchasing Program including: establishing performance standards; establishing baseline and performance periods;adopting a performance scoring methodology; and providing confidential feedback reports to the skilled nursing facilities. This final rule is to be effective inOctober 2017.On July 30, 2015, CMS issued its final rule outlining fiscal year 2016 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregatepayments to skilled nursing facilities will increase by 1.2% for fiscal year 2016. This estimate increase reflected a 2.3% market basket increase, reduced by a 0.6%point forecast error adjustment and further reduced by 0.5% MFP adjustment required by the Patient Protection and Affordable Care Act (ACA). This final rulealso identified a new skilled nursing facility value-based purchasing program and all-cause all-condition hospital readmission measure.On July 31, 2014, CMS issued its final rule outlining fiscal year 2015 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregatepayments to skilled nursing facilities will increase by $750 million, or 2.0% for fiscal year 2015, relative to payments in 2014. The estimated increase reflects a2.5% market basket increase, reduced by the 0.5% MFP adjustment required by ACA.Should future changes in PPS include further reduced rates or increased standards for reaching certain reimbursement levels, our Medicare revenues derivedfrom our affiliated skilled nursing facilities (including rehabilitation therapy services provided at our affiliated skilled nursing facilities) could be reduced, with acorresponding adverse impact on our financial condition or results of operations.Home HealthOn January 12, 2017, CMS issued a final rule that modernizes the Home Health Conditions of Participation (CoPs). This rule is a continuation of CMS'seffort to improve quality of care while streamlining provider requirements to reduce unnecessary procedural requirements. The rule makes significant revisions tothe conditions currently in place, including (1) adding new conditions of participation related to quality assurance and performance improvement programs (QAPI)and infection control; and (2) expanding or revising requirements related to patient rights, comprehensive evaluations, coordination and care planning, home healthaide training and supervision, and discharge and transfer summary and time frames. Without any contrary action by the new administration, the new conditions arescheduled to be effective July 13, 2017.On October 31, 2016, CMS issued final payment changes to the Medicare home health prospective payment system (HH PPS) for calendar year 2017. Underthis rule, CMS projects that Medicare payments will be reduced by 0.7%. This decrease reflects a negative 0.97% adjustment to the national, standardized 60-dayepisode payment rate to account for nominal case-mix growth from 2012 through 2014; a 2.3% reduction in payments due to the final year of the four-year phase-in of the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visit payment rates and the non-routine medical supplies(NRS) conversion factor; and the effects of the revised fixed-dollar loss (FDL) ratio used in determining outlier payments; partially offset by the home healthpayment update percentage of 2.5%.On November 5, 2015, CMS issued final payment changes to the Medicare HH PPS for calendar year 2016. Under this rule, CMS projects that Medicarepayments will be reduced by 1.4%. This decrease reflects a 1.9% home health payment update percentage; a 0.9% decrease in payments due to the 0.97% paymentreduction to the national, standardized 60-day episode payment rate to account for nominal case-mix growth from 2012 through 2014; and a 2.4% decrease inpayments due to the third year of the four-year phase-in of the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visitpayment rates, and the non-routine medical supplies (NRS) conversion factor. Along with the payment update, CMS is revising the ICD-10-CM translation list andadding certain initial encounter codes to the HH PPS Grouper based upon revised ICD-10-CM coding guidance.Pursuant to the rule, CMS is also implementing a Home Health Value-Based Purchasing model effective for calendar year 2016, in which all Medicare-certified home health agencies (HHAs) in selected states will be required to participate. The model would apply a payment reduction or increase to currentMedicare-certified HHA payments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Paymentadjustments would be applied on an annual basis, beginning at 3.0% in the first payment adjustment year, 5.0% in the second payment adjustment year, 6.0% in thethird payment adjustment year and 8.0% in the final two payment adjustment years. CMS estimates that implementing a home health value-based model will resultin a 1.4% decrease in Medicare payments to home health agencies across the industry.12Lastly, CMS implemented a standardized cross-setting measure for calendar year 2016. The CoPs require home health agencies to submit OASIS assessmentsas a condition of payment and also for quality measurement purposes. Home health agencies that do not submit quality measure data to CMS will see a 2.0%reduction in their annual home health payment update percentage. Under the rule, all home health agencies are required to submit both admission and dischargeOASIS assessments for a minimum of 70.0% of all patients with episodes of care occurring during the reporting period starting July 1, 2015. The rule willincrementally increase this compliance threshold by 10.0% in each of the subsequent periods (July 1, 2016 and July 1, 2017) to reach 90.0%.On October 30, 2014, CMS announced payment changes to the Medicare HH PPS for calendar year 2015. Under this rule, CMS projects that Medicarepayments to home health agencies in calendar year 2015 will be reduced by 0.3%, or $60 million. The decrease reflects the 2.1% home health payment updatepercentage and the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visit payment rates, and the NRS conversionfactor. CMS is also finalizing three changes to the face-to-face encounter requirements under the ACA. These changes include: a) eliminating the narrativerequirement currently in regulation, b) establishing that if each HHA claim is denied, the corresponding physician claim for certifying/re-certifying patienteligibility for Medicare-covered home health services is considered non-covered as well because there is no longer a corresponding claim for Medicare-coveredhome health services and c) clarifying that a face-to-face encounter is required for certifications, rather than initial episodes; and that a certification (versus a re-certification) is generally considered to be any time a new start of care assessment is completed to initiate care. This rule also established a minimum submissionthreshold for the number of OASIS assessments that each HHA must submit under the Home Health Quality Reporting Program and the Home Health Conditionsof Participant for speech language pathologist personnel.HospiceOn July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates, wage index and cap amount for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see a 2.1% increase in their payments effective October 1, 2016. The hospice payment increase will be the netresult of 2.7% inpatient hospital market basket update, reduced by a 0.3% productivity adjustment and by a 0.3% adjustment set by the Affordable Care Act. Thehospice cap amount for fiscal year 2017 will be increased by 2.1% to $28,404.99, which is equal to the 2016 cap amount of $27,820.75 updated by the FY 2017hospice payment update percentage of 2.1%. In addition, this rule would propose changes to the hospice quality reporting program, including care surveys and twonew quality measures that will assess hospice staff visits to patients and caregivers in the last three and seven days of life and the percentage of hospice patientswho received care processes consistent with guidelines.On July 31, 2015, CMS issued its final rule outlining fiscal year 2016 Medicare payment rates and the wage index for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see an estimated 1.1% increase in their payments effective October 1, 2015. The hospice payment increase wouldbe the net result of a hospice payment update to the hospice per diem rates of 2.1% (a “hospital market basket” increase of 2.4% minus 0.3% for reductionsrequired by law) and 1.2% decrease in payments to hospices due to updated wage data and the phase-out of its wage index budget neutrality adjustment factor(BNAF), offset by the newly announced Core Based Statistical Areas (CBSA) delineation impact of 0.2%. The rule also created two different payment rates forroutine home care (RHC) that would result in a higher base payment rate for the first 60 days of hospice care and a reduced base payment rate for 61 or more daysof hospice care and a Service Intensity Add-On (SIA) Payment for fiscal year 2016 and beyond in conjunction with the proposed RHC rates.On August 1, 2014, CMS issued its final rule outlining fiscal year 2015 Medicare payment rates and the wage index for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see an estimated 1.4% increase in their payments for fiscal year 2015. The hospice payment increase would be thenet result of a hospice payment update to the hospice per diem rates of 2.1% (a “hospital market basket” increase of 2.9% minus 0.8% for reductions required bylaw) and a 0.7% decrease in payments to hospices due to updated wage data and the sixth year of CMS’ seven-year phase-out of its wage index BNAF. The finalrule also states that CMS will begin national implementation of the CAHPS Hospice Survey starting January 1, 2015. In the final rule, CMS requires providers tocomplete their hospice cap determination within 150 days after the cap period and remit any overpayments. If a hospice does not complete its cap determination ina timely fashion, its Medicare payments would be suspended until the cap determination is complete and received by the contractor. This is similar to the currentpractice for all other provider types that file cost reports with Medicare.Medicare Part B Therapy Cap. Some of our rehabilitation therapy revenue is paid by the Medicare Part B program under a fee schedule. Congress hasestablished annual caps that limit the amounts that can be paid (including deductible and coinsurance amounts) for rehabilitation therapy services rendered to anyMedicare beneficiary under Medicare Part B. The Deficit Reduction Act of 2005 (DRA) added Sec. 1833(g)(5) of the Social Security Act and directed CMS todevelop a process that allows exceptions for Medicare beneficiaries to therapy caps when continued therapy is deemed medically necessary.13Annual limitations on beneficiary incurred expenses for outpatient therapy services under Medicare Part B are commonly referred to as “therapy caps.” Allbeneficiaries began a new cap year on January 1, 2016 since the therapy caps are determined on a calendar year basis. For physical therapy (PT) and speech-language pathology services (SLP) combined, the limit on incurred expenses is $1,960 in 2016 compared to $1,940 in 2015. For occupational therapy (OT)services, the limit is $1,960 for 2016 compared to $1,940 in 2015. Deductible and coinsurance amounts paid by the beneficiary for therapy services count towardthe amount applied to the limit.An “exceptions process” to the therapy caps exists; however, manual policies relevant to the exceptions process apply only when exceptions to the therapycaps are in effect. The therapy exception process, which under previous legislation was due to expire, was extended and the expected SGR of 21% to the PhysicianFee Screen for outpatient therapy services was repealed through the MACRA. Under the legislation, the therapy cap exception extends through December 31,2017. The application of the therapy caps, and related provisions, to outpatient hospitals is also extended until January 1, 2018.A manual medical review process, as part of the therapy exceptions process, applies to therapy claims when a beneficiary’s incurred expenses exceed athreshold amount of $3,700 annually. Specifically, combined PT and SLP services that exceed $3,700 are subject to manual medical review, as well as OT servicesthat exceed $3,700. A beneficiary’s incurred expenses apply towards the manual medical review thresholds in the same manner as it applies to the therapy caps.Manual medical review was in effect through a post-payment review system until March 31, 2015. On February 9, 2016, MACRA modified the requirement formanual medical review for services over the $3,700 therapy thresholds to eliminate the requirement for manual medical review of all claims exceeding thethresholds and instead allows a targeted review process.Medicare Coverage Settlement Agreement. A proposed federal class action settlement was filed in federal district court on October 16, 2012 that would endthe Medicare coverage standard for skilled nursing, home health and outpatient therapy services that a beneficiary's condition must be expected to improve. Thesettlement was approved on January 24, 2013, which tasked CMS with revising its Medicare Benefit Manual and numerous other policies, guidelines andinstructions to ensure that Medicare coverage is available for skilled maintenance services in the home health, skilled nursing and outpatient settings. CMS wasalso required to develop and implement a nationwide education campaign for all who make Medicare determinations to ensure that beneficiaries with chronicconditions are not denied coverage for critical services because their underlying conditions will not improve, after which the members of the class were given theopportunity for re-review of their claims. The major provisions of this settlement agreement have been implemented by CMS, which could favorably impactMedicare coverage reimbursement for our services. However, health care providers may be subject to liability in the event they fail to appropriately adapt to thenewly clarified reimbursement rules and consequently overbill state Medicaid programs in connection with services rendered to dual-eligible Medicare patients(i.e., by not maximizing Medicare coverage before billing Medicaid).Historically, adjustments to reimbursement under Medicare have had a significant effect on our revenue. For a discussion of historic adjustments and recentchanges to the Medicare program and related reimbursement rates, see Part II, Item 1A Risk Factors under the headings Risks Related to Our Business and Industry- “Our revenue could be impacted by federal and state changes to reimbursement and other aspects of Medicaid and Medicare,” “Our future revenue, financialcondition and results of operations could be impacted by continued cost containment pressures on Medicaid spending,” “We may not be fully reimbursed for allservices for which each facility bills through consolidated billing, which could adversely affect our revenue, financial condition and results of operations” and“Reforms to the U.S. healthcare system will impose new requirements upon us and may lower our reimbursements.” The federal government and stategovernments continue to focus on efforts to curb spending on healthcare programs such as Medicare and Medicaid. We are not able to predict the outcome of thelegislative process. We also cannot predict the extent to which proposals will be adopted or, if adopted and implemented, what effect, if any, such proposals andexisting new legislation will have on us. Efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payorsare expected to continue and could adversely affect our business, financial condition and results of operations.Payor SourcesWe derive revenue primarily from the Medicaid and Medicare programs, private pay patients and managed care payors. Medicaid typically covers patientsthat require standard room and board services, and provides reimbursement rates that are generally lower than rates earned from other sources. We monitor ourquality mix, which is the percentage of non-Medicaid revenue from each of our facilities, to measure the level received from each payor across each of our businessunits. We intend to continue to focus on enhancing our care offerings to accommodate more high acuity patients.Medicaid. Medicaid is a state-administered program financed by state funds and matching federal funds. Medicaid programs are administered by the statesand their political subdivisions, and often go by state-specific names, such as Medi-Cal in California and the Arizona Healthcare Cost Containment System inArizona. Medicaid programs generally provide health benefits for14qualifying individuals, and may supplement Medicare benefits for financially needy persons aged 65 and older. Medicaid reimbursement formulas are establishedby each state with the approval of the federal government in accordance with federal guidelines. Seniors who enter skilled nursing facilities as private pay clientscan become eligible for Medicaid once they have substantially depleted their assets. Medicaid is the largest source of funding for nursing home facilities.Medicaid reimburses home health and hospice providers, physicians, and certain other health care providers for care provided to certain low income patients.Reimbursement varies from state to state and is based upon a number of different systems, including cost-based, prospective payment and negotiated rate systems.Rates are subject to statutory and regulatory changes and interpretations and rulings by individual state agencies.Medicare. Medicare is a federal program that provides healthcare benefits to individuals who are 65 years of age or older or are disabled. To achieve andmaintain Medicare certification, a skilled nursing facility must sign a Medicare provider agreement and meet the CMS “Conditions of Participation” on an ongoingbasis, as determined in periodic facility inspections or “surveys” conducted primarily by the state licensing agency in the state where the facility is located.Medicare pays for inpatient skilled nursing facility services under the prospective payment system. The prospective payment for each beneficiary is based upon themedical condition of and care needed by the beneficiary. Medicare skilled nursing facility coverage is limited to 100 days per episode of illness for thosebeneficiaries who require daily care following discharge from an acute care hospital.The Medicare home health benefit is available both for patients who need care following discharge from a hospital and patients who suffer from chronicconditions that require ongoing but intermittent care. As a condition of participation under Medicare, beneficiaries must be homebound (meaning that thebeneficiary is unable to leave his/her home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapyservices, and receive treatment under a plan of care established and periodically reviewed by a physician. Medicare rates are based on the severity of the patient’scondition, his or her service needs and other factors relating to the cost of providing services and supplies, bundled into 60-day episodes of care. There is no limitto the number of episodes a patient may receive as long as he or she remains Medicare eligible.The Medicare hospice benefit is also available to Medicare-eligible patients with terminal illnesses, certified by a physician, where life expectancy is sixmonths or less. Medicare rates are based on standard prospective rates for delivering care over a base 90-day or 60-day period (90-day episodes of care for the firsttwo episodes and 60-day episodes of care for any subsequent episodes). Payments are based on daily rates for each day a beneficiary is enrolled in the hospicebenefit. Rates are set based on specific levels of care, are adjusted by a wage index to reflect health care labor costs across the country and are established annuallythrough Federal legislation. Medicare payments are subject to two fixed annual caps, which are assessed on a provider number basis. The annual caps per patient,known as hospice caps, are calculated and published by the Medicare fiscal intermediary on an annual basis and cover the twelve month period from November 1through October 31. The caps can be subject to annual and retroactive adjustments, which can cause providers to owe money back to Medicare if such caps areexceeded.Managed Care and Private Insurance. Managed care patients consist of individuals who are insured by certain third-party entities, typically a senior HMOplan, or who are Medicare beneficiaries who have assigned their Medicare benefits to a senior HMO plan. Another type of insurance, long-term care insurance, isalso becoming more widely available to consumers, but is not expected to contribute significantly to industry revenues in the near term.Private and Other Payors. Private and other payors consist primarily of individuals, family members or other third parties who directly pay for the serviceswe provide.Billing and Reimbursement. Our revenue from government payors, including Medicare and state Medicaid agencies, is subject to retroactive adjustments inthe form of claimed overpayments and underpayments based on rate adjustments, audits or asserted billing and reimbursement errors. We believe billing andreimbursement errors, disagreements, overpayments and underpayments are common in our industry, and we are regularly engaged with government payors andtheir contractors in reviews, audits and appeals of our claims for reimbursement due to the subjectivity inherent in the processes related to patient diagnosis andcare, recordkeeping, claims processing and other aspects of the patient service and reimbursement processes, and the errors or disagreements those subjectivitiescan produce.We take seriously our responsibility to act appropriately under applicable laws and regulations, including Medicare and Medicaid billing and reimbursementlaws and regulations. Accordingly, we employ accounting, reimbursement and compliance specialists who train, mentor and assist our clerical, clinical andrehabilitation staffs in the preparation of claims and supporting documentation, regularly monitor billing and reimbursement practices within our operatingsubsidiaries, and assist with the appeal of overpayment and recoupment claims generated by governmental, Medicare contractors and other auditors and reviewers.In addition, due to the potentially serious consequences that could arise from any impropriety in our billing and reimbursement15processes, we investigate allegations of impropriety or irregularity relative thereto, and sometimes do so with the aid of outside auditors (other than ourindependent registered public accounting firm), attorneys and other professionals.Whether information about our billing and reimbursement processes is obtained from external sources or activities such as Medicare and Medicaid audits orprobe reviews, internal investigations, or our regular day-to-day monitoring and training activities, we collect and utilize such information to improve our billingand reimbursement functions and the various processes related thereto. While, like other operators in our industry, we experience billing and reimbursement errors,disagreements and other effects of the inherent subjectivities in reimbursement processes on a regular basis, we believe that we are in substantial compliance withapplicable Medicare and Medicaid reimbursement requirements. We continually strive to improve the efficiency and accuracy of all of our operational and businessfunctions, including our billing and reimbursement processes.The following table sets forth our total revenue by payor source generated by each of our reportable segments and our "All Other" category and as apercentage of total revenue for the periods indicated (dollars in thousands): Year Ended December 31, 2016 Transitional andSkilled Services(2) Assisted andIndependentLiving Services (2) Home Health and Hospice Services All Other Home HealthServices HospiceServices Total Revenue Revenue % Medicaid $521,063 $26,397 $4,131 $6,367 $— $557,958 33.7% Medicare 396,519 — 32,376 48,124 — 477,019 28.8 Medicaid-skilled 87,517 — — — — 87,517 5.3 Subtotal 1,005,099 26,397 36,507 54,491 — 1,122,494 67.8 Managed care 247,844 — 16,913 751 — 265,508 16.0 Private and other 121,860 97,239 6,906 245 40,612(1)266,862 16.2 Total revenue $1,374,803 $123,636 $60,326 $55,487 $40,612 $1,654,864 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in our urgent care centers and other ancillary operations.(2) Certain revenues by payor source were reclassified between Medicaid and private and other to conform with the current year segment presentation. Year Ended December 31, 2015 Transitional andSkilled Services(2) Assisted andIndependentLiving Services (2) Home Health and Hospice Services All Other Home HealthServices HospiceServices Total Revenue Revenue % Medicaid $430,368 $19,642 $3,598 $5,348 $— $458,956 34.2% Medicare 332,429 — 26,828 36,246 — 395,503 29.5 Medicaid-skilled 71,905 — — — — 71,905 5.4 Subtotal 834,702 19,642 30,426 41,594 — 926,364 69.1 Managed care 194,743 — 11,391 636 — 206,770 15.4 Private and other 96,943 68,487 6,138 171 36,953(1)208,692 15.5 Total revenue $1,126,388 $88,129 $47,955 $42,401 $36,953 $1,341,826 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in our urgent care centers and other ancillary operations.(2) Certain revenues by payor source were reclassified between Medicaid and private and other to conform with the current year segment presentation.16 Year ended December 31, 2014 Transitionaland SkilledServices (2) Assisted andIndependent LivingServices (2) Home Health and Hospice Services All Other Home HealthServices HospiceServices Total Revenue Revenue % Medicaid $352,271 $11,590 $1,971 $3,274 $— $369,106 35.9% Medicare 274,723 — 17,353 21,068 — 313,144 30.5 Medicaid-skilled 51,157 — — — — 51,157 5.0 Subtotal 678,151 11,590 19,324 24,342 — 733,407 71.5 Managed care 138,215 — 7,213 368 — 145,796 14.2 Private and other 85,104 37,258 3,040 229 22,572(1)148,203 14.3 Total revenue $901,470 $48,848 $29,577 $24,939 $22,572 $1,027,406 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in our urgent care centers and other ancillary operations.(2) Certain revenues by payor source were reclassified between Medicaid and private and other to conform with the current year segment presentation.Payor Sources as a Percentage of Skilled Nursing Services. We use both our skilled mix and quality mix as measures of the quality of reimbursements wereceive at our skilled nursing operations over various periods. The following table sets forth our percentage of skilled nursing patient days by payor source: Year Ended December 31, 2016 2015 2014Percentage of Skilled Nursing Days: Medicare14.4% 14.6% 14.2%Managed care12.0 11.4 9.7Other skilled4.5 4.4 3.7Skilled mix30.9 30.4 27.6Private and other payors12.5 12.1 13.1Quality mix43.4 42.5 40.7Medicaid56.6 57.5 59.3Total skilled nursing100.0% 100.0% 100.0%Reimbursement for Specific ServicesReimbursement for Skilled Nursing Services. Skilled nursing facility revenue is primarily derived from Medicaid, private pay, managed care and Medicarepayors. Our skilled nursing operations provide Medicaid-covered services to eligible individuals consisting of nursing care, room and board and social services. Inaddition, states may, at their option, cover other services such as physical, occupational and speech therapies.Reimbursement for Rehabilitation Therapy Services. Rehabilitation therapy revenue is primarily received from private pay, managed care and Medicare forservices provided at skilled nursing operations and assisted living operations. The payments are based on negotiated patient per diem rates or a negotiated feeschedule based on the type of service rendered.Reimbursement for Assisted Living Services. Assisted living facility revenue is primarily derived from private pay patients at rates we establish based uponthe services we provide and market conditions in the area of operation. In addition, Medicaid or other state-specific programs in some states where we operatesupplement payments for board and care services provided in assisted living facilities.Reimbursement for Hospice Services. Hospice revenues are primarily derived from Medicare. We receive one of four predetermined daily or hourly ratesbased on the level of care we furnish to the beneficiary. These rates are subject to annual adjustments based on inflation and geographic wage considerations.17We are subject to two limitations on Medicare payments for hospice services. First, if inpatient days of care provided to patients at a hospice exceed 20% ofthe total days of hospice care provided for an annual period beginning on November 1st, then payment for days in excess of this limit are paid at the routine homecare rate.Second, overall payments made by Medicare to us on a per hospice program basis are also subject to a cap amount calculated by the Medicare fiscalintermediary at the end of the hospice cap period. The Medicare revenue paid to a hospice program from November 1 to October 31 may not exceed the annualaggregate cap amounts. For cap years ended on or after October 31, 2012, and all subsequent cap years, the hospice aggregate cap is calculated using theproportional method. Under the proportional method, the hospice shall include in its number of Medicare beneficiaries only that fraction which represents theportion of a patient's total days of care in all hospices and all years that were spent in that hospice in that cap year, using the best data available at the time of thecalculation. The whole and fractional shares of Medicare beneficiaries' time in a given cap year are then summed to compute the total number of Medicarebeneficiaries served by that hospice in that cap year. The hospice's total Medicare beneficiaries in a given cap year is multiplied by the Medicare per beneficiarycap amount, resulting in that hospice's aggregate cap, which is the allowable amount of total Medicare payments that hospice can receive for that cap year. If ahospice exceeds its aggregate cap, then the hospice must repay the excess back to Medicare. The Medicare cap amount is reduced proportionately for patients whotransferred in and out of our hospice services.Reimbursement for Home Health Services . We derive substantially all of the revenue from our home health business from Medicare and managed caresources. Our home health care services generally consist of providing some combination of the services of registered nurses, speech, occupational and physicaltherapists, medical social workers and certified home health aides. Home health care is often a cost-effective solution for patients, and can also increase theirquality of life and allow them to receive quality medical care in the comfort and convenience of a familiar setting.CompetitionThe post-acute care industry is highly competitive, and we expect that the industry will become increasingly competitive in the future. The industry is highlyfragmented and characterized by numerous local and regional providers, in addition to large national providers that have achieved geographic diversity andeconomies of scale. Our operating subsidiaries also compete with inpatient rehabilitation facilities and long-term acute care hospitals. Competitiveness may varysignificantly from location to location, depending upon factors such as the number of competing facilities, availability of services, expertise of staff, and thephysical appearance and amenities of each location. We believe that the primary competitive factors in the post-acute care industry are:•ability to attract and to retain qualified management and caregivers;•reputation and achievements of quality healthcare outcomes;•attractiveness and location of facilities;•the expertise and commitment of the facility management team and employees; and•community value, including amenities and ancillary services.We seek to compete effectively in each market by establishing a reputation within the local community as the “operation of choice.” This means that theoperation leaders are generally free to discern and address the unique needs and priorities of healthcare professionals, customers and other stakeholders in the localcommunity or market, and then create a superior service offering and reputation for that particular community or market that is calculated to encourage prospectivecustomers and referral sources to choose or recommend the operation.Increased competition could limit our ability to attract and retain patients, maintain or increase rates or to expand our business. Some of our competitors havegreater financial and other resources than we have, may have greater brand recognition and may be more established in their respective communities than we are.Competing companies may also offer newer facilities or different programs or services than we offer, and may therefore attract individuals who are currentlypatients of our facilities, potential patients of our facilities, or who are otherwise receiving our healthcare services. Other competitors may have lower expenses orother competitive advantages than us and, therefore, provide services at lower prices than we offer.There are few barriers to entry in the home health and hospice business in jurisdictions that do not require certificates of need or permits of approval. Ourprimary competition in these jurisdictions comes from local privately and publicly-owned and18hospital-owned health care providers. We compete based on the availability of personnel, the quality of services, expertise of visiting staff, and, in certaininstances, on the price of our services. In addition, we compete with a number of non-profit organizations that finance acquisitions and capital expenditures on atax-exempt basis and charity-funded programs that may have strong ties to their local medical communities and receive charitable contributions that areunavailable to us.Our other services, such as assisted living facilities and other ancillary services, also compete with local, regional, and national companies. The primarycompetitive factors in these businesses are similar to those for our skilled nursing facilities and include reputation, cost of services, quality of clinical services,responsiveness to patient/resident needs, location and the ability to provide support in other areas such as third-party reimbursement, information management andpatient recordkeeping.Our Competitive StrengthsWe believe that we are well positioned to benefit from the ongoing changes within our industry. We believe that our ability to acquire, integrate and improveour facilities is a direct result of the following key competitive strengths: Experienced and Dedicated Employees. We believe that our operating subsidiaries' employees are among the best in their respective industry. We believeeach of our operating subsidiaries is led by an experienced and caring leadership team, including dedicated front-line care staff, who participates daily in theclinical and operational improvement of their individual operations. We have been successful in attracting, training, incentivizing and retaining a core group ofoutstanding business and clinical leaders to lead our operating subsidiaries. These leaders operate as separate local businesses. With broad local control, thesetalented leaders and their care staffs are able to quickly meet the needs of their patients and residents, employees and local communities, without waiting forpermission to act or being bound to a “one-size-fits-all” corporate strategy. Unique Incentive Programs. We believe that our employee compensation programs are unique within the industry. Employee stock options andperformance bonuses, based on achieving target clinical quality, cultural, compliance and financial benchmarks, represent a significant component of totalcompensation for our operational leaders. We believe that these compensation programs assist us in encouraging our leaders and key employees to act with ashared ownership mentality. Furthermore, our leaders are motivated to help local operations within a defined “cluster” and "market," which is a group ofgeographically-proximate operations that share clinical best practices, real-time financial data and other resources and information. Staff and Leadership Development. We have a company-wide commitment to ongoing education, training and professional development. Accordingly, ouroperational leaders participate in regular training. Most participate in training sessions at Ensign University, our in-house educational system. Other trainingopportunities are generally offered on a monthly basis. Training and educational topics include leadership development, our values, updates on Medicaid andMedicare billing requirements, updates on new regulations or legislation, emerging healthcare service alternatives and other relevant clinical, business and industryspecific coursework. Additionally, we encourage and provide ongoing education classes for our clinical staff to maintain licensing and increase the breadth of theirknowledge and expertise. We believe that our commitment to, and substantial investment in, ongoing education will further strengthen the quality of ouroperational leaders and staff, and the quality of the care they provide to our patients and residents. Innovative Service Center Approach. We do not maintain a corporate headquarters; rather, we operate a Service Center to support the efforts of eachoperation. Our Service Center is a dedicated service organization that acts as a resource and provides centralized information technology, human resources,accounting, payroll, legal, risk management, educational and other centralized services, so that local leaders can focus on delivering top-quality care and efficientbusiness operations. Our Service Center approach allows individual operations to function with the strength, synergies and economies of scale found in largerorganizations, but without what we believe are the disadvantages of a top-down management structure or corporate hierarchy. We believe our Service Centerapproach is unique within the industry, and allows us to preserve the “one-facility-at-a-time” focus and culture that has contributed to our success.Proven Track Record of Successful Acquisitions. We have established a disciplined acquisition strategy that is focused on selectively acquiring operationswithin our target markets. Our acquisition strategy is highly operations driven. Prospective leaders are included in the decision making process and compensated asthese acquired operations reach pre-established clinical quality and financial benchmarks, helping to ensure that we only undertake acquisitions that key leadersbelieve can become clinically sound and contribute to our financial performance.As of December 31, 2016 , we have acquired 210 facilities with 17,724 operational skilled nursing beds and 4,420 assisted and independent units, throughboth long-term leases and purchases. We believe our experience in acquiring these facilities and our demonstrated success in significantly improving theiroperations enables us to consider a broad range of acquisition targets.19In addition, we believe we have developed expertise in transitioning newly-acquired facilities to our unique organizational culture and operating systems, whichenables us to acquire facilities with limited disruption to patients, residents and facility operating staff, while significantly improving quality of care. We have alsoconstructed new facilities to target demand, which exists for high-end healthcare facilities when we determine that market conditions justify the cost of newconstruction in some of our markets.Reputation for Quality Care. We believe that we have achieved a reputation for high-quality and cost-effective care and services to our patients andresidents within the communities we serve. We believe that our achievement of quality outcomes enhances our reputation for quality, that when coupled with theintegrated services that we offer, allows us to attract patients that require more intensive and medically complex care and generally result in higher reimbursementrates than lower acuity patients.Community Focused Approach. We view our services primarily as a local, community-based business. Our local leadership-centered management cultureenables each operation's nursing and support staff and leaders to meet the unique needs of their patients and local communities. We believe that our commitment tothis “one-operation-at-a-time” philosophy helps to ensure that each operation, its patients, their family members and the community will receive the individualizedattention they need. By serving our patients, their families, the community and our fellow healthcare professionals, we strive to make each individual facility theoperation of choice in its local community.We further believe that when choosing a healthcare provider, consumers usually choose a person or people they know and trust, rather than a corporation orbusiness. Therefore, rather than pursuing a traditional organization-wide branding strategy, we actively seek to develop the facility brand at the local level, servingand marketing one-on-one to caregivers, our patients, their families, the community and our fellow healthcare professionals in the local market.Investment in Information Technology. We utilize information technology that enables our facility leaders to access, and to share with their peers, bothclinical and financial performance data in real time. Armed with relevant and current information, our operation leaders and their management teams are able toshare best practices and the latest information, adjust to challenges and opportunities on a timely basis, improve quality of care, mitigate risk and improve bothclinical outcomes and financial performance. We have also invested in specialized healthcare technology systems to assist our nursing and support staff. We haveinstalled automated software and touch-screen interface systems in each facility to enable our clinical staff to more efficiently monitor and deliver patient care andrecord patient information. We believe these systems have improved the quality of our medical and billing records, while improving the productivity of our staff.Our Growth StrategyWe believe that the following strategies are primarily responsible for our growth to date, and will continue to drive the growth of our business:Grow Talent Base and Develop Future Leaders. Our primary growth strategy is to expand our talent base and develop future leaders. A key component ofour organizational culture is our belief that strong local leadership is a primary key to the success of each operation. While we believe that significant acquisitionopportunities exist, we have generally followed a disciplined approach to growth that permits us to acquire an operation only when we believe, among other things,that we will have qualified leadership for that operation. To develop these leaders, we have a rigorous “CEO-in-Training Program” that attracts proven businessleaders from various industries and backgrounds, and provides them the knowledge and hands-on training they need to successfully lead one of our operatingsubsidiaries. We generally have between five and 30 prospective administrators progressing through the various stages of this training program, which is generallymuch more rigorous, hands-on and intensive than the minimum 1,000 hours of training mandated by the licensing requirements of most states where we dobusiness. Once administrators are licensed and assigned to an operation, they continue to learn and develop in our facility Chief Executive Officer Program, whichfacilitates the continued development of these talented business leaders into outstanding facility CEOs, through regular peer review, our Ensign University and on-the-job training.In addition, our Chief Operating Officer Program recruits and trains highly-qualified Directors of Nursing to lead the clinical programs in our skilled nursingfacilities. Working together with their facility CEO and/or administrator, other key facility leaders and front-line staff, these experienced nurses manage delivery ofcare and other clinical personnel and programs to optimize both clinical outcomes and employee and patient satisfaction.Increase Mix of High Acuity Patients. Many skilled nursing facilities are serving an increasingly larger population of patients who require a high level ofskilled nursing and rehabilitative care, whom we refer to as high acuity patients, as a result of government and other payors seeking lower-cost alternatives totraditional acute-care hospitals. We generally receive higher reimbursement rates for providing care for these medically complex patients. In addition, many ofthese patients require therapy and other20rehabilitative services, which we are able to provide as part of our integrated service offerings. Where therapy services are medically necessary and prescribed by apatient's physician or other appropriate healthcare professional, we generally receive additional revenue in connection with the provision of those services. Bymaking these integrated services available to such patients, and maintaining established clinical standards in the delivery of those services, we are able to increaseour overall revenues. We believe that we can continue to attract high acuity patients and therapy patients to our facilities by maintaining and enhancing ourreputation for quality care and continuing our community focused approach.Focus on Organic Growth and Internal Operating Efficiencies. We plan to continue to grow organically by focusing on increasing patient occupancy withinour existing facilities. Although some of the facilities we have acquired were in good physical and operating condition, the majority have been clinically andfinancially troubled, with some facilities having had occupancy rates as low as 30% at the time of acquisition. Additionally, we believe that incremental operatingmargins on the last 20% of our beds are significantly higher than on the first 80%, offering opportunities to improve financial performance within our existingfacilities. Our overall occupancy is impacted significantly by the number of facilities acquired and the operational occupancy on the acquisition date. Therefore,consolidated occupancy will vary significantly based on these factors. Our average occupancy rates for our skilled nursing facilities for the years ended December31, 2016, 2015 and 2014 were 75.4% , 77.6% , and 77.3% , respectively. Our average occupancy rates for our assisted and independent living facilities for theyears ended December 31, 2016, 2015 and 2014 were 76.0% , 75.3% , and 77.3% , respectively. We also believe we can generate organic growth by improving operating efficiencies and the quality of care at the patient level. By focusing on staffdevelopment, clinical systems and the efficient delivery of quality patient care, we believe we are able to deliver higher quality care at lower costs than many of ourcompetitors. We also have achieved incremental occupancy and revenue growth by creating or expanding outpatient therapy programs in existing facilities. Physical,occupational and speech therapy services account for a significant portion of revenue in most of our skilled nursing facilities. By expanding therapy programs toprovide outpatient services in many markets, we are able to increase revenue while spreading the fixed costs of maintaining these programs over a larger patientbase. Outpatient therapy has also proven to be an effective marketing tool, raising the visibility of our facilities in their local communities and enhancing thereputation of our facilities with short-stay rehabilitation patients.Add New Facilities and Expand Existing Facilities. A key element of our growth strategy includes the acquisition of new and existing facilities from thirdparties and the expansion and upgrade of current facilities. In the near term, we plan to take advantage of the fragmented skilled nursing industry by acquiringoperations within select geographic markets and may consider the construction of new facilities. In addition, we have targeted facilities that we believed wereperforming and operations that were underperforming, and where we believed we could improve service delivery, occupancy rates and cash flow. Withexperienced leaders in place at the community level, and demonstrated success in significantly improving operating conditions at acquired facilities, we believethat we are well positioned for continued growth. While the integration of underperforming facilities generally has a negative short-term effect on overall operatingmargins, these facilities are typically accretive to earnings within 12 to 18 months following their acquisition. For the 124 facilities that we acquired from 2001through 2016, the aggregate EBITDAR (defined below) as a percentage of revenue improved from 11.7% during the first full three months of operations to 13.4%during the thirteenth through fifteenth months of operations.Strategically Invest In and Integrate Other Post-Acute Care Healthcare Businesses. Another important element to our growth strategy includes acquiringnew and existing home health, hospice and other post-acute care healthcare businesses. Since 2010, we have steadily expanded our home health and hospicebusinesses through the acquisition of smaller third-party providers. Our strategy is to provide a more seamless experience to manage the transition of carethroughout the post-acute continuum. Our objective is to simultaneously improve patient outcomes and reduce costs to payers, ACOs and hospital systems. Webelieve that the same principles that have guided our skilled nursing and assisted living operations are transferable to these businesses, including reliance onexperienced local leaders at the community level to focus on integrating these operations into the continuum of care services we provide. Between 2009 andFebruary 2017, we have acquired 19 hospice agencies, 20 home health and home care agencies, and we are well positioned for continued growth in these and otherhealthcare businesses. Labor The operation of our skilled nursing and assisted and independent living facilities, home health and hospice operations and urgent care centers requires alarge number of highly skilled healthcare professionals and support staff. At December 31, 2016, we had approximately 19,482 full-time equivalent employees whowere employed by our Service Center and our operating subsidiaries. For the year ended December 31, 2016, approximately 60.0% of our total expenses werepayroll related. Periodically, market forces, which vary by region, require that we increase wages in excess of general inflation or in excess of increases in21reimbursement rates we receive. We believe that we staff appropriately, focusing primarily on the acuity level and day-to-day needs of our patients and residents.In most of the states where we operate, our skilled nursing facilities are subject to state mandated minimum staffing ratios, so our ability to reduce costs bydecreasing staff, notwithstanding decreases in acuity or need, is limited and subject to government audits and penalties in some states. We seek to manage our laborcosts by improving staff retention, improving operating efficiencies, maintaining competitive wage rates and benefits and reducing reliance on overtimecompensation and temporary nursing agency services.The healthcare industry as a whole has been experiencing shortages of qualified professional clinical staff. We believe that our ability to attract and retainqualified professional clinical staff stems from our ability to offer attractive wage and benefits packages, a high level of employee training, an empowered culturethat provides incentives for individual efforts and a quality work environment.Government Regulation The regulatory environment within the skilled nursing industry continues to intensify in the amount and type of laws and regulations affecting it. In additionto this changing regulatory environment, federal, state and local officials are increasingly focusing their efforts on the enforcement of these laws. In order tooperate our businesses we must comply with federal, state and local laws relating to licensure, delivery and adequacy of medical care, distribution ofpharmaceuticals, equipment, personnel, operating policies, fire prevention, rate-setting, billing and reimbursement, building codes and environmental protection.Additionally, we must also adhere to anti-kickback laws, physician referral laws, and safety and health standards set by the Occupational Safety and HealthAdministration (OSHA). Changes in the law or new interpretations of existing laws may have an adverse impact on our methods and costs of doing business.Our operating subsidiaries are also subject to various regulations and licensing requirements promulgated by state and local health and social service agenciesand other regulatory authorities. Requirements vary from state to state and these requirements can affect, among other things, personnel education and training,patient and personnel records, services, staffing levels, monitoring of patient wellness, patient furnishings, housekeeping services, dietary requirements, emergencyplans and procedures, certification and licensing of staff prior to beginning employment, and patient rights. These laws and regulations could limit our ability toexpand into new markets and to expand our services and facilities in existing markets.State Regulations. On March 24, 2011, the governor of California signed Assembly Bill 97 (AB 97), the budget trailer bill on health, into law. AB97 outlines significant cuts to state health and human services programs. Specifically, the law reduced provider payments by 10% for physicians, pharmacies,clinics, medical transportation, certain hospitals, home health, and nursing facilities. AB X1 19 Long Term Care was subsequently approved by the governor onJune 28, 2011. Federal approval was obtained on October 27, 2011. AB X1 19 limited the 10% payment reduction to skilled-nursing providers to 14 months forthe services provided on June 1, 2011 through July 31, 2012. The 10% reduction in provider payments was repaid by December 31, 2012.Federal Health Care Reform. On April 16, 2015, the President signed into law MACRA. This bill includes a number of provisions, including (1) replacementof the Sustainable Growth Rate (SGR) formula used by Medicare to pay physicians with new systems for establishing annual payment rate updates for physicians'services, (2) an extension of the outpatient therapy cap exception process until December 31, 2017; and (3) payment updates for post-acute providers at 1% afterother adjustments required by the ACA for 2018. In addition, it increases premiums for Part B and Part D of Medicare for beneficiaries with income above certainlevels and makes numerous other changes to Medicare and Medicaid.On October 30, 2015, CMS released a final rule addressing, among other things, implementation of certain provisions of MACRA, including theimplementation of the new Merit-Based Incentive Payment System (MIPS). The current Value-Based Payment Modifier program is set to expire in 2018, withMIPS to begin in 2019. The October 30, 2015 final rule added measures where gaps exist in the current Physician Quality Reporting System (PQRS), which is usedby CMS to track the quality of care provided to Medicare beneficiaries. The final rule also excludes services furnished in SNFs from the definition of primary careservices for purposes of the Shared Savings Program. The final rule could impact our revenue in the future.On February 20, 2015, CMS modified the Five Star Quality Rating System for nursing homes to include the use of antipsychotics in calculating the starratings, modified calculations for staffing levels and reflect higher standards for nursing homes to achieve a high rating on the quality measure dimension. Since thestandards for performance are more difficult to achieve, the number of our 4 and 5 star facilities could be reduced.On January 13, 2017, CMS issued a Final Rule revising the conditions of participation for home health agencies serving Medicare beneficiaries. The rulemakes significant revisions to the conditions currently in place, including (1) adding new22conditions of participation related to quality assurance and performance improvement programs; and (2) expanding or revising requirements related to patientrights, comprehensive evaluations, coordination and care planning, home health aide training and supervision, and discharge and transfer summary and timeframes. Without any contrary action by the new administration, the new conditions are scheduled to be effective July 13, 2017. On April 27, 2016, CMS added six new quality measures to its consumer-based Nursing Home Compare website. These quality measures include the rate ofrehospitalization, emergency room use, community discharge, improvements in function, independently worsened and antianxiety or hypnotic medication amongnursing home residents. Beginning in July 2016, CMS incorporates all of these measures, except for the antianxiety/hypnotic medication measure, into thecalculation of the Nursing Home Five-Star Quality Ratings.On February 2, 2016, CMS issued its final rule concerning face-to-face requirements for Medicaid home health services. Under the rule, the Medicaid homehealth service definition was revised consistent with applicable sections of the ACA and H.R. 2 Medicare Access and CHIP Reauthorization Act of 2015(MACRA). The rule also requires that for the initial ordering of home health services, the physician must document that a face-to-face encounter that is related tothe primary reason the beneficiary requires home health services occurred no more than 90 days before or 30 days after the start of services. The final rule alsorequires that for the initial ordering of certain medical equipment, the physician or authorized non-physician provider (NPP) must document that a face-to-faceencounter that is related to the primary reason the beneficiary requires medical equipment occurred no more than six months prior to the start of services.The Improving Medicare Post-Acute Care Transformation Act of 2014 (the IMPACT Act), which was signed into law on October 6, 2014, requires thesubmission of standardized assessment data for quality improvement, payment and discharge planning purposes across the spectrum of post-acute care providers(PACs), including skilled nursing facilities and home health agencies. The IMPACT Act will require PACs to begin reporting: (1) standardized patient assessmentdata at admission and discharge by October 1, 2018 for post acute care providers, including skilled nursing facilities by January 1, 2019 for home health agencies;(2) new quality measures, including functional status, skin integrity, medication reconciliation, incidence of major falls, and patient preference regarding treatmentand discharge at various intervals between October 1, 2016 and January 1, 2019; and (3) resource use measures, including Medicare spending per beneficiary,discharge to community, and hospitalization rates of potentially preventable readmissions by October 1, 2016 for post-acute care providers, including skillednursing facilities and by January 1, 2017 for home health agencies. Failure to report such data when required would subject a facility to a two percent reduction inmarket basket prices then in effect.The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission (MedPAC), a commission chartered by Congress to advise it onMedicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, withcorresponding Congressional reports required based on such analysis. The IMPACT Act also included provisions impacting Medicare-certified hospices, including:(1) increasing survey frequency for Medicare-certified hospices to once every 36 months; (2) imposing a medical review process for facilities with a highpercentage of stays in excess of 180 days; and (3) updating the annual aggregate Medicare payment cap.On April 1, 2014, the President signed into law the Protecting Access to Medicare Act of 2014, which averted a 24% cut in Medicare payments to physiciansand other Part B providers until March 31, 2015. In addition, this law maintains the 0.5% update for such services through December 31, 2014 and provides a 0.0%update to the 2015 Medicare Physician Fee Schedule (MPFS) through March 31, 2015. Among other things, this law provides the framework for implementation ofa value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measures and performancestandards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% of Medicare payments toall skilled nursing facilities and distribute this pool of payment to skilled nursing facilities as incentive payments for preventing readmissions to hospitals.On January 2, 2013, the President signed the American Taxpayer Relief Act of 2012 into law. This statute created a Commission on Long Term Care, thegoal of which is to develop a plan for the establishment, implementation, and financing of a comprehensive, coordinated, and high-quality system that ensures theavailability of long-term care services and supports for individuals in need of such services and supports. Any implementation of recommendations from thiscommission may have an impact on coverage and payment for our services.On February 22, 2012, the President signed into law H.R. 3630, which among other things, delayed a cut in physician and Part B services. In establishing thefunding for the law, payments to nursing facilities for patients' unpaid Medicare A co-insurance was reduced. The Deficit Reduction Act of 2005 had previouslylimited reimbursement of bad debt to 70% on privately responsibility co-insurance. However, under H.R. 3630, this reimbursement will be reduced to 65%.23Further, prior to the introduction of H.R. 3630, we were reimbursed for 100% of bad debt related to dual-eligible Medicare patients' co-insurance. H.R. 3630will phase down the dual-eligible reimbursement over three years. Effective October 1, 2012, Medicare dual-eligible co-insurance reimbursement decreased from100% to 88%, with further rates reductions to 77% and 65% as of October 1, 2013 and 2014, respectively. Any reductions in Medicare or Medicaid reimbursementcould materially adversely affect our profitability.On August 2, 2011, the President signed into law the Budget Control Act of 2011 (Budget Control Act), which raised the debt ceiling and put into effect aseries of actions for deficit reduction. The Budget Control Act created a Congressional Joint Select Committee on Deficit Reduction (the Committee) that wastasked with proposing additional deficit reduction of at least $1.5 trillion over ten years. As the Committee was unable to achieve its targeted savings, thisregulation triggered automatic reductions in discretionary and mandatory spending, or budget sequestration, starting in 2013, including reductions of not more than2% to payments to Medicare providers. The Budget Control Act also requires Congress to vote on an amendment to the Constitution that would require a balancedbudget.On March 23, 2010, President Obama signed the ACA or the Affordable Care Act into law, which contained several sweeping changes to America’s healthinsurance system. Among other reforms contained in ACA, many Medicare providers received reductions in their market basket updates. Unlike for some otherMedicare providers, ACA made no reduction to the market basket update for skilled nursing facilities in fiscal years 2010 or 2011. However, under ACA, theskilled nursing facility market basket update became subject to a full productivity adjustment beginning in fiscal year 2012. In addition, ACA enacted severalreforms with respect to skilled nursing facilities and hospice organizations, including payment measures to realize significant savings of federal and state funds bydeterring and prosecuting fraud and abuse in both the Medicare and Medicaid programs.Some key provisions of ACA include (i) enhanced civil monetary penalties, (ii) substantial and onerous transparency requirements for Medicare-participatingnursing facilities, (iii) face-to-face encounter requirements applicable to home health agencies and hospices, (iv) expanded authority to suspend payment if aprovider is investigated for allegations or issues of fraud, (v) a requirement that overpayments for services provided to Medicare and Medicaid beneficiaries bereported to the applicable payor within sixty days of identification of the overpayment or the date of the corresponding cost report, (vi) implementation of a value-based purchasing program for Medicare payments to skilled nursing facilities, (vii) implementation of a value-based purchasing program for home health services,(viii) implementation of a voluntary bundled payments pilot program (i.e., Bundled Payments for Care Improvement), and (ix) the creation of Accountable CareOrganizations ( ACOs).On June 28, 2012, the United States Supreme Court ruled that the enactment of ACA did not violate the Constitution of the United States. On June 25, 2015,the United States Supreme Court ruled that the tax credits described in Section 36B of ACA are available to individuals who purchase health insurance on anexchange created by the federal government. These rulings, taken together, permit the implementation of most of the provisions of ACA to proceed in substantiallythe same form contemplated after ACA’s enactment. The provisions of ACA discussed above are only examples of federal health reform provisions that we believemay have a material impact on the long-term care industry and on our business. However, the foregoing discussion is not intended to constitute, nor does itconstitute, an exhaustive review and discussion of ACA. It is possible that these and other provisions of ACA may be interpreted, clarified, or applied to ouraffiliated facilities or operating subsidiaries in a way that could have a material adverse impact on the results of operations.Regulations Regarding Our Facilities. Governmental and other authorities periodically inspect our facilities to assess our compliance with variousstandards. The intensified regulatory and enforcement environment continues to impact healthcare providers, as these providers respond to periodic surveys andother inspections by governmental authorities and act on any noncompliance identified in the inspection process. Unannounced surveys or inspections generallyoccur at least annually, and also following a government agency's receipt of a complaint about a facility. We must pass these inspections to maintain our licensureunder state law, to obtain or maintain certification under the Medicare and Medicaid programs, to continue participation in the Veterans Administration (VA)program at some facilities, and to comply with our provider contracts with managed care clients at many facilities. From time to time, we, like others in thehealthcare industry, may receive notices from federal and state regulatory agencies alleging that we failed to comply with applicable standards. These notices mayrequire us to take corrective action, may impose civil monetary penalties for noncompliance, and may threaten or impose other operating restrictions on skillednursing facilities such as admission holds, provisional skilled nursing license or increased staffing requirements. If our facilities fail to comply with these directivesor otherwise fail to comply substantially with licensure and certification laws, rules and regulations, we could lose our certification as a Medicare or Medicaidprovider, or lose our state licenses to operate the facilities.Regulations Protecting Against Fraud. Various complex federal and state laws exist which govern a wide array of referrals, relationships and arrangements,and prohibit fraud by healthcare providers. Governmental agencies are devoting increasing attention and resources to such anti-fraud efforts. The Health InsurancePortability and Accountability Act of 1996 (HIPAA), and the Balanced Budget Act of 1997 (BBA) expanded the penalties for healthcare fraud. Additionally, inconnection with our24involvement with federal healthcare reimbursement programs, the government or those acting on its behalf may bring an action under the False Claims Act (FCA),alleging that a healthcare provider has defrauded the government. These claimants may seek treble damages for false claims and payment of additional civilmonetary penalties. The FCA allows a private individual with knowledge of fraud to bring a claim on behalf of the federal government and earn a percentage of thefederal government's recovery. Due to these “whistleblower” incentives, suits have become more frequent. Many states also have a false claim prohibition thatmirrors or tracks the federal FCA.In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) of 2009 which made significant changes to the federal False Claims Act(FCA), expanding the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significantpenalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly andimproperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. Thegovernment can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. Inaddition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus,there is no need for an employment relationship in order to qualify for protection against retaliation for whistleblowing.On January 2, 2013 the President signed the American Taxpayer Relief Act of 2012 into law. This statute lengthened the retrospective time period for whichCMS can recover overpayments from health care providers, from three to five years following the year in which payment was made.Regulations Regarding Financial Arrangements. We are also subject to federal and state laws that regulate financial arrangement by healthcare providers,such as the federal and state anti-kickback laws, the Stark laws, and various state referral laws. The federal anti-kickback laws and similar state laws make itunlawful for any person to pay, receive, offer, or solicit any benefit, directly or indirectly, for the referral or recommendation for products or services which areeligible for payment under federal healthcare programs, including Medicare and Medicaid. For the purposes of the anti-kickback law, a “federal healthcareprogram” includes Medicare and Medicaid programs and any other plan or program that provides health benefits which are funded directly, in whole or in part, bythe United States government.The arrangements prohibited under these anti-kickback laws can involve nursing homes, hospitals, physicians and other healthcare providers, plans, suppliersand non-healthcare providers. These laws have been interpreted very broadly to include a number of practices and relationships between healthcare providers andsources of patient referral. The scope of prohibited payments is very broad, including anything of value, whether offered directly or indirectly, in cash or in kind.Federal “safe harbor” regulations describe certain arrangements that will not be deemed to constitute violations of the anti-kickback law. Arrangements that do notcomply with all of the strict requirements of a safe harbor are not necessarily illegal, but, due to the broad language of the statute, failure to comply with a safeharbor may increase the potential that a government agency or whistleblower will seek to investigate or challenge the arrangement. The safe harbors are narrow anddo not cover a wide range of economic relationships.Violations of the federal anti-kickback laws can result in criminal penalties of up to $25,000 and five years imprisonment. Violations of the anti-kickbacklaws can also result in civil monetary penalties of up to $50,000 and an assessment of up to three times the total amount of remuneration offered, paid, solicited, orreceived. Violation of the anti-kickback laws may also result in an individual's or organization's exclusion from future participation in Medicare, Medicaid andother state and federal healthcare programs. Exclusion of us or any of our key employees from the Medicare or Medicaid program could have a material adverseimpact on our operations and financial condition.In addition to these regulations, we may face adverse consequences if we violate the federal Stark laws related to certain Medicare physician referrals. TheStark laws prohibit a physician from referring Medicare patients for certain designated health services where the physician has an ownership interest in orcompensation arrangement with the provider of the services, with limited exceptions. Also, any services furnished pursuant to a prohibited referral are not eligiblefor payment by the Medicare programs, and the provider is prohibited from billing any third party for such services. The Stark laws provide for the imposition of acivil monetary penalty of $15,000 per prohibited claim, and up to $100,000 for knowingly entering into certain prohibited cross-referral schemes, and potentialexclusion from Medicare for any person who presents or causes to be presented a bill or claim the person knows or should know is submitted in violation of theStark laws. Such designated health services include physical therapy services; occupational therapy services; radiology services, including CT, MRI andultrasound; durable medical equipment and services; radiation therapy services and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics,orthotics and prosthetic devices and supplies; home health services; outpatient prescription drugs; inpatient and outpatient hospital services; clinical laboratoryservices; and diagnostic and therapeutic nuclear medical services.25 Regulations Regarding Patient Record Confidentiality. We are also subject to laws and regulations enacted to protect the confidentiality of patient healthinformation. For example, HHS has issued rules pursuant to HIPAA, which relate to the privacy of certain patient information. These rules govern our use anddisclosure of protected health information. We have established policies and procedures to comply with HIPAA privacy and security requirements at thesefacilities. We maintain a company-wide HIPAA compliance plan, which we believe complies with the HIPAA privacy and securityregulations. The HIPAA privacy regulations and security regulations have and will continue to impose significant costs on our facilities inorder to comply with these standards. There are numerous other laws and legislative and regulatory initiatives at the federal and state levelsaddressing privacy and security concerns. Our operations are also subject to any federal or state privacy-related laws that are more restrictivethan the privacy regulations issued under HIPAA. These laws vary and could impose additional penalties for privacy and security breaches. Antitrust Laws. We are also subject to federal and state antitrust laws. Enforcement of the antitrust laws against healthcare providers is common, andantitrust liability may arise in a wide variety of circumstances, including third party contracting, physician relations, joint venture, merger, affiliation andacquisition activities. In some respects, the application of federal and state antitrust laws to healthcare is still evolving, and enforcement activity by federal andstate agencies appears to be increasing. At various times, healthcare providers and insurance and managed care organizations may be subject to an investigation bya governmental agency charged with the enforcement of antitrust laws, or may be subject to administrative or judicial action by a federal or state agency or aprivate party. Violators of the antitrust laws could be subject to criminal and civil enforcement by federal and state agencies, as well as by private litigants.Environmental Matters Our business is subject to a variety of federal, state and local environmental laws and regulations. As a healthcare provider, we face regulatory requirementsin areas of air and water quality control, medical and low-level radioactive waste management and disposal, asbestos management, response to mold and lead-based paint in our facilities and employee safety. As an owner or operator of our facilities, we also may be required to investigate and remediate hazardous substances that are located on and/or under theproperty, including any such substances that may have migrated off, or may have been discharged or transported from the property. Part of our operations involvesthe handling, use, storage, transportation, disposal and discharge of medical, biological, infectious, toxic, flammable and other hazardous materials, wastes,pollutants or contaminants. In addition, we are sometimes unable to determine with certainty whether prior uses of our facilities and properties or surroundingproperties may have produced continuing environmental contamination or noncompliance, particularly where the timing or cost of making such determinations isnot deemed cost-effective. These activities, as well as the possible presence of such materials in, on and under our properties, may result in damage to individuals,property or the environment; may interrupt operations or increase costs; may result in legal liability, damages, injunctions or fines; may result in investigations,administrative proceedings, penalties or other governmental agency actions; and may not be covered by insurance.We believe that we are in material compliance with applicable environmental and occupational health and safety requirements. However, we cannot assureyou that we will not encounter liabilities with respect to these regulations in the future, and such liabilities may result in material adverse consequences to ouroperations or financial condition.Available Information We are subject to the reporting requirements under the Exchange Act. Consequently, we are required to file reports and information with the Securities andExchange Commission (SEC), including reports on the following forms: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports and other information concerning ourcompany may be accessed through the SEC's website at http://www.sec.gov.You may also find on our website at http://www.ensigngroup.net, electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are placed onour website as soon as reasonably possible after they are filed with the SEC. All such filings are available free of charge. Information contained in our website isnot deemed to be a part of this Annual Report.Item 1A. Risk Factors26Table of ContentsSet forth below are certain risk factors that could harm our business, results of operations and financial condition. You should carefully read the followingrisk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. This Annual Report onForm 10-K contains forward-looking statements that contain risks and uncertainties. Please refer to the section entitled "Cautionary Note Regarding Forward-Looking Statements" on page 1 of this Annual Report on Form 10-K in connection with your consideration of the risk factors and other important factors that mayaffect future results described below.Risks Related to Our Business and IndustryOur revenue could be impacted by federal and state changes to reimbursement and other aspects of Medicaid and Medicare.We derived 39.0% and 39.6% of our revenue from the Medicaid program for the years ended December 31, 2016 and 2015 , respectively. We derived 28.8%and 29.5% of our revenue from the Medicare program for the years ended December 31, 2016 and 2015 , respectively. If reimbursement rates under these programsare reduced or fail to increase as quickly as our costs, or if there are changes in the way these programs pay for services, our business and results of operationswould be adversely affected. The services for which we are currently reimbursed by Medicaid and Medicare may not continue to be reimbursed at adequate levelsor at all. Further limits on the scope of services being reimbursed, delays or reductions in reimbursement or changes in other aspects of reimbursement couldimpact our revenue. For example, in the past, the enactment of the Deficit Reduction Act of 2005 (DRA), the Medicaid Voluntary Contribution and Provider-Specific Tax Amendments of 1991 and the Balanced Budget Act of 1997 (BBA) caused changes in government reimbursement systems, which, in some cases,made obtaining reimbursements more difficult and costly and lowered or restricted reimbursement rates for some of our patients.The Medicaid and Medicare programs are subject to statutory and regulatory changes affecting base rates or basis of payment, retroactive rate adjustments,annual caps that limit the amount that can be paid (including deductible and coinsurance amounts) for rehabilitation therapy services rendered to Medicarebeneficiaries, administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates and frequency at whichthese programs reimburse us for our services. For example, the Medicaid Integrity Contractor (MIC) program is increasing the scrutiny placed on Medicaidpayments, and could result in recoupments of alleged overpayments in an effort to rein in Medicaid spending. Recent budget proposals and legislation at both thefederal and state levels have called for cuts in reimbursement for health care providers participating in the Medicare and Medicaid programs. Enactment andimplementation of measures to reduce or delay reimbursement could result in substantial reductions in our revenue and profitability. Payors may disallow ourrequests for reimbursement based on determinations that certain costs are not reimbursable or reasonable because either adequate or additional documentation wasnot provided or because certain services were not covered or considered reasonably necessary. Additionally, revenue from these payors can be retroactivelyadjusted after a new examination during the claims settlement process or as a result of post-payment audits. New legislation and regulatory proposals could imposefurther limitations on government payments to healthcare providers.In addition, on October 1, 2010, the next generation of the Minimum Data Set (MDS) 3.0 was implemented, creating significant changes in the methodologyfor calculating the resource utilization group (RUG) category under Medicare Part A, most notably eliminating Section T. Because therapy does not necessarilybegin upon admission, MDS 2.0 and the RUGS-III system included a provision to capture therapy services that are scheduled to occur but have not yet beenprovided in order to calculate a RUG level that better reflects the level of care the recipient would actually receive. This is eliminated with MDS 3.0, which createsa new category of assessment called the Medicare Short Stay Assessment. This assessment provides for calculation of a rehabilitation RUG for patients dischargedon or before day eight who received less than five days of therapy.On December 20, 2016, the Centers for Medicare & Medicaid Services (CMS) issued the final rule for a new Cardiac Rehabilitation Incentive (CR) model,which includes mandatory bundled payment programs for an acute myocardial infarction (AMI) episode of care or a coronary artery bypass graft (CABG) episodeof care, and modifications to the existing Comprehensive Care for Joint Replacement (CJR) model to include surgical hip/femur fracture treatment episodes. Thenew mandatory cardiac programs mirror the Bundled Payments for Care Improvement (BPCI) and Comprehensive Care for Joint Replacement (CJR) models inthat actual episode payments will be retrospectively compared against a target price. Similar to CJR, participating hospitals will be at risk for Medicare Part A andB payments in the inpatient admission and 90 days post-discharge. BPCI episodes would continue to take precedence over episodes in the CJR program and in thenew cardiac bundled payment program. The cardiac model will be mandatory in 98 randomly selected geographic areas and the hip/femur procedure model will bemandatory in the same 67 geographic areas that were selected for CJR. CMS is also providing “Cardiac Rehabilitation Incentive Payments”, which can be used byhospitals to facilitate cardiac rehabilitation plans and adherence. The incentive will be provided to hospitals in 45 of the 98 geographic areas included in themandatory bundled payment program and 45 geographic areas outside of the program. The final rule has a start date of July 1, 2017 and will continue for fiveperformance years.27Table of ContentsOn November 16, 2015, the Centers for Medicare & Medicaid Services (CMS) issued the final rule for a new mandatory Comprehensive Care for JointReplacement (CJR) model focusing on coordinated, patient-centered care. Under this model, the hospital in which the hip or knee replacement takes place isaccountable for the costs and quality of care from the time of the surgery through 90 days after, or an “episode” of care. Depending on the hospital’s quality andcost performance during the episode, the hospital either earns a financial reward or is required to repay Medicare for a portion of the costs. This payment isintended to give hospitals an incentive to work with physicians, home health agencies and nursing facilities to make sure beneficiaries receive the coordinated carethey need with the goal of reducing avoidable hospitalizations and complications. This model initially covers 67 geographic areas throughout the country and mosthospitals in those regions are required to participate. Following the implementation of the CJR program on April 1, 2016, our Medicare revenues derived from ouraffiliated skilled nursing facilities and other post-acute services related to lower extremity joint replacement hospital discharges could be increased or decreased inthose geographic areas identified by CMS for mandatory participation in the bundled payment program.On October 1, 2015, International Classification of Diseases (ICD) 10 was implemented as the new medical coding system. Some of the main points include:Claims with antibiotic removal devices (ARDs) on or after October 1, 2015 must contain a valid ICD-10 code. CMS will reject MDS assessments if a Section Idiagnosis code version does not apply for the ARD entered. Flexibility is being provided to physician providers with coding, but this flexibility will not be passedon to facility-based providers, including skilled nursing facilities that are providing Part B services.Various healthcare reform provisions became law upon enactment of the Patient Protection and Affordable Care Act and the Healthcare Education andReconciliation Act (collectively, the ACA). The reforms contained in the ACA have affected our operating subsidiaries in some manner and are directed in largepart at increased quality and cost reductions. Several of the reforms are very significant and could ultimately change the nature of our services, the methods ofpayment for our services and the underlying regulatory environment. These reforms include the possible modifications to the conditions of qualification forpayment, bundling of payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. As discussed below underthe heading “- Our business may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged ”, anyfurther amendments or revisions to the ACA or its implementing regulations could materially impact our business.Skilled NursingOn July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates and quality programs for skilled nursing facilities. The policiesin the finalized rule continue to shift Medicare payments from volume to value. CMS projects that aggregate payments to skilled nursing facilities will increase bya net 2.4% for fiscal year 2017. This estimate increase reflected a 2.7% market basket increase, reduced by a 0.3% multi-factor productivity (MFP) adjustmentrequired by ACA. This final rule also further defines the skilled nursing facilities Quality Reporting Program and clarifies the Value-Based Purchasing Program toestablish performance standards, baseline and performance periods, performance scoring methodology and feedback reports.The Value-Based Purchasing Program final rule specifies the skilled nursing facility 30-day potentially preventable readmission measure, which assesses thefacility-level risk standardized rate of unplanned, potentially preventable hospital readmissions for skilled nursing facility patients within 30 days of discharge froma prior admission to a hospital paid under the Inpatient Prospective Payment System, a critical access hospital, or a psychiatric hospital. There is also finalizedadditional policies related to the Value-Based Purchasing Program including: establishing performance standards; establishing baseline and performance periods;adopting a performance scoring methodology; and providing confidential feedback reports to the skilled nursing facilities. This final rule is to be effective inOctober 2017.On July 30, 2015, CMS published its final rule outlining fiscal year 2016 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregatepayments to skilled nursing facilities will increase by 1.2% for fiscal year 2016. This estimate increase reflected a 2.3% market basket increase, reduced by a 0.6%point forecast error adjustment and further reduced by 0.5% MFP adjustment required by the Patient Protection and Affordable Care Act (ACA). This final rulealso identified a new skilled nursing facility value-based purchasing program and all-cause all-condition hospital readmission measure.On July 31, 2014, CMS issued its final rule outlining fiscal year 2015 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregatepayments to skilled nursing facilities will increase by $750 million, or 2.0% for fiscal year 2015, relative to payments in 2014. The estimated increase reflects a2.5% market basket increase, reduced by the 0.5% MFP adjustment required by ACA.Home Health28Table of ContentsOn January 12, 2017, CMS issued a final rule that modernizes the Home Health Agency Conditions of Participation (CoPs). This rule is a continuation ofCMS' effort to improve quality of care while streamlining provider requirements to reduce unnecessary procedural requirements. The rule makes significantrevisions to the conditions currently in place, including (1) adding new conditions of participation related to quality assurance and performance improvementprograms (QAPI) and infection control; and (2) expanding or revising requirements related to patient rights, comprehensive evaluations, coordination and careplanning, home health aide training and supervision, and discharge and transfer summary and time frames. Without any contrary action by the new administration,the new conditions are scheduled to be effective July 13, 2017.On October 31, 2016, CMS issued final payment changes to the Medicare home health prospective payment system (HH PPS) for calendar year 2017. Underthis rule, CMS projects that Medicare payments will be reduced by 0.7%. This decrease reflects a negative 0.97% adjustment to the national, standardized 60-dayepisode payment rate to account for nominal case-mix growth from 2012 through 2014; a 2.3% reduction in payments due to the final year of the four-year phase-in of the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visit payment rates and the non-routine medical supplies(NRS) conversion factor; and the effects of the revised fixed-dollar loss (FDL) ratio used in determining outlier payments; partially offset by the home healthpayment update percentage of 2.5%.On November 5, 2015, CMS issued a final rule updating the Medicare HH PPS rates and wage index for calendar year 2016. In the final rule, CMSimplemented the third year of the four year phase-in of rebasing adjustments to the HH PPS payment rates as required by ACA. In addition, CMS will decrease thenational, standardized 60-day episode payment amount by 0.97% in each year for calendar years 2016, 2017 and 2018. Pursuant to the rule, CMS is alsoimplementing a Home Health Value-Based Purchasing model effective for calendar year 2016, in which all Medicare-certified home health agencies (HHAs) willbe required to participate. In the aggregate, CMS estimates that the net impact of the payment provisions of the final rule will result in a decrease of 1.4%, or $260million, in aggregate Medicare payments to HHAs for calendar year 2016.Pursuant to the rule, CMS is also implementing a Home Health Value-Based Purchasing model effective for calendar year 2016, in which all Medicare-certified HHAs in selected states will be required to participate. The model would apply a payment reduction or increase to current Medicare-certified HHApayments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Payment adjustments would be applied onan annual basis, beginning at 3.0% in the first payment adjustment year, 5.0% in the second payment adjustment year, 6.0% in the third payment adjustment yearand 8.0% in the final two payment adjustment years. CMS estimates that implementing a home health value-based model will result in a 1.4% decrease inMedicare payments to home health agencies across the industry. Lastly, CMS implemented a standardized cross-setting measure for calendar year 2016. The CoPs require home health agencies to submit OASIS assessmentsas a condition of payment and also for quality measurement purposes. Home health agencies that do not submit quality measure data to CMS will see a 2.0%reduction in their annual home health payment update percentage. Under the rule, all home health agencies are required to submit both admission and dischargeOASIS assessments for a minimum of 70.0% of all patients with episodes of care occurring during the reporting period starting July 1, 2015. The rule willincrementally increase this compliance threshold by 10.0% in each of the subsequent periods (July 1, 2016 and July 1, 2017) to reach 90.0%.On January 12, 2017, CMS issued a final rule that modernizes the CoPs. This rule is a continuation of CMS' effort to improve quality of care whilestreamlining provider requirements to reduce unnecessary procedural requirements. The updates focus on patient rights, care planning, delivery and coordination,and data-driven quality improvement. The final rule is effective July 13, 2017.On October 30, 2014, CMS announced payment changes to the Medicare HH PPS for calendar year 2015. Under this rule, CMS projects that Medicarepayments to home health agencies in calendar year 2015 will be reduced by 0.3%, or $60 million. The decrease reflects the 2.1% home health payment updatepercentage and the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visit payment rates, and the non-routinemedical supplies (NRS) conversion factor. CMS is also finalizing three changes to the face-to-face encounter requirements under the ACA. These changes include:a) eliminating the narrative requirement currently in regulation, b) establishing that if a HHA claim is denied, the corresponding physician claim for certifying/re-certifying patient eligibility for Medicare-covered home health services is considered non-covered as well because there is no longer a corresponding claim forMedicare-covered home health services and c) clarifying that a face-to-face encounter is required for certifications, rather than initial episodes; and that acertification (versus a re-certification) is generally considered to be any time a new start of care assessment is completed to initiate care. This rule also established aminimum submission threshold for the number of OASIS assessments that each HHA must submit under the Home Health Quality Reporting Program and theHome Health Conditions of Participant for speech language pathologist personnel.Hospice29Table of ContentsOn July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates, wage index and cap amount for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see a 2.1% increase in their payments effective October 1, 2016. The hospice payment increase will be the netresult of 2.7% inpatient hospital market basket update, reduced by a 0.3% productivity adjustment and by a 0.3% adjustment set by the Affordable Care Act. Thehospice cap amount for fiscal year 2017 will be increased by 2.1% to $28,404.99, which is equal to the 2016 cap amount of $27,820.75 updated by the FY 2017hospice payment update percentage of 2.1%. In addition, this rule proposes changes to the hospice quality reporting program, including care surveys and two newquality measures that will assess hospice staff visits to patients and caregivers in the last three and seven days of life and the percentage of hospice patients whoreceived care processes consistent with guidelines.On July 31, 2015, CMS issued its final rule outlining fiscal year 2016 Medicare payment rates and the wage index for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see an estimated 1.1% increase in their payments effective October 1, 2015. The hospice payment increase wouldbe the net result of a hospice payment update to the hospice per diem rates of 2.1% (a “hospital market basket” increase of 2.4% minus 0.3% for reductionsrequired by law) and a 1.2% decrease in payments to hospices due to updated wage data and the phase-out of its wage index budget neutrality adjustment factor(BNAF), offset by the newly announced Core Based Statistical Areas (CBSA) delineation impact of 0.2%. The rule also created two different payment rates forroutine home care (RHC) that would result in a higher base payment rate for the first 60 days of hospice care and a reduced base payment rate for 61 or more daysof hospice care and a Service Intensity Add-On (SIA) Payment for fiscal year 2016 and beyond in conjunction with the proposed RHC rates.On August 1, 2014, CMS issued its final rule outlining fiscal year 2015 Medicare payment rates and the wage index for hospices serving Medicarebeneficiaries. Under the final rule, hospices will see an estimated 1.4% increase in their payments for fiscal year 2015. The hospice payment increase would be thenet result of a hospice payment update to the hospice per diem rates of 2.1% (a “hospital market basket” increase of 2.9% minus 0.8% for reductions required bylaw) and a 0.7% decrease in payments to hospices due to updated wage data and the sixth year of CMS’ seven-year phase-out of its wage index BNAF. The finalrule also states that CMS will begin national implementation of the CAHPS Hospice Survey starting January 1, 2015. In the final rule, CMS requires providers tocomplete their hospice cap determination within 150 days after the cap period and remit any overpayments. If a hospice does not complete its cap determination ina timely fashion, its Medicare payments would be suspended until the cap determination is complete and received by the contractor. This is similar to the currentpractice for all other provider types that file cost reports with Medicare.On April 1, 2014, the President signed into law the Protecting Access to Medicare Act of 2014, which averted a 24% cut in Medicare payments to physiciansand other Part B providers until March 31, 2015. In addition, this law maintained the 0.5% update for such services through December 31, 2014 and provides a0.0% update to the 2015 Medicare Physician Fee Schedule (MPFS) through March 31, 2015. Among other things, this law provides the framework forimplementation of a value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measuresand performance standards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% ofMedicare payments to all skilled nursing facilities and distribute this pool of payment to skilled nursing facilities as incentive payments for preventing readmissionsto hospitals.On April 16, 2015, the President signed into law MACRA. This bill includes a number of provisions, including replacement of the Sustainable Growth Rate(SGR) formula used by Medicare to pay physicians with new systems for establishing annual payment rate updates for physicians' services. In addition, it increasespremiums for Part B and Part D of Medicare for beneficiaries with income above certain levels and makes numerous other changes to Medicare and Medicaid.On October 30, 2015, CMS released a final rule (with comment period) addressing, among other things, implementation of certain provisions of MACRA,including the implementation of the new Merit-Based Incentive Payment System (MIPS). The current Value-Based Payment Modifier program is set to expire in2018, with MIPS to begin in 2019. The October 30, 2015 final rule added measures where gaps exist in the current Physician Quality Reporting System (PQRS),which is used by CMS to track the quality of care provided to Medicare beneficiaries. The final rule also excludes services furnished in SNFs from the definition ofprimary care services for purposes of the Shared Savings Program. The final rule could impact our revenue in the future.The Improving Medicare Post-Acute Care Transformation Act of 2014 (the IMPACT Act), which was signed into law on October 6, 2014, requires thesubmission of standardized assessment data for quality improvement, payment and discharge planning purposes across the spectrum of post-acute care providers(PACs), including skilled nursing facilities and home health agencies. The IMPACT Act will require PACs to begin reporting: (1) standardized patient assessmentdata at admission and discharge by October 1, 2018 for post acute care providers, including skilled nursing facilities by January 1, 2019 for home health agencies;(2) new quality measures, including functional status, skin integrity, medication reconciliation, incidence of major falls, and patient preference regarding treatmentand discharge at various intervals between October 1, 2016 and January 1, 2019; and (3) resource30Table of Contentsuse measures, including Medicare spending per beneficiary, discharge to community, and hospitalization rates of potentially preventable readmissions by October1, 2016 for post-acute care providers, including skilled nursing facilities and by January 1, 2017 for home health agencies. Failure to report such data whenrequired would subject a facility to a two percent reduction in market basket prices then in effect.The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission (MedPAC), a commission chartered by Congress to advise it onMedicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, withcorresponding Congressional reports required based on such analysis. The IMPACT Act also included provisions impacting Medicare-certified hospices, including:(1) increasing survey frequency for Medicare-certified hospices to once every 36 months; (2) imposing a medical review process for facilities with a highpercentage of stays in excess of 180 days; and (3) updating the annual aggregate Medicare payment cap.On January 2, 2013 the President signed the American Taxpayer Relief Act of 2012 into law. This statute delayed significant cuts in Medicare rates forphysician services until December 31, 2013. The statute also created a Commission on Long Term Care, the goal of which was to develop a plan for theestablishment, implementation, and financing of a comprehensive, coordinated, and high-quality system that ensures the availability of long-term care services andsupports for individuals in need of such services and supports.On February 22, 2012, the President signed into law H.R. 3630, which among other things, delayed a cut in physician and Part B services. In establishing thefunding for the law, payments to nursing facilities for patients' unpaid Medicare A co-insurance was reduced. The Deficit Reduction Act of 2005 had previouslylimited reimbursement of bad debt to 70% on privately responsibility co-insurance. However, under H.R. 3630, this reimbursement will be reduced to 65%.Further, prior to the introduction of H.R. 3630, we were reimbursed for 100% of bad debt related to dual-eligible Medicare patients' co-insurance. H.R. 3630will phase down the dual-eligible reimbursement over three years. Effective October 1, 2012, Medicare dual-eligible co-insurance reimbursement decreased from100% to 88%, with further reductions to 77% and 65% as of October 1, 2013 and 2014, respectively. Any reductions in Medicare or Medicaid reimbursementcould materially adversely affect our profitability.Our future revenue, financial condition and results of operations could be impacted by continued cost containment pressures on Medicaid spending.Medicaid, which is largely administered by the states, is a significant payor for our skilled nursing services. Rapidly increasing Medicaid spending, combinedwith slow state revenue growth, has led many states to institute measures aimed at controlling spending growth. For example, in February 2009, the Californialegislature approved a new budget to help relieve a $42 billion budget deficit. The budget package was signed after months of negotiation, during which timeCalifornia's governor declared a fiscal state of emergency in California. The new budget implemented spending cuts in several areas, including Medi-Cal spending.Further, California initially had extended its cost-based Medi-Cal long-term care reimbursement system enacted through Assembly Bill 1629 (A.B.1629) throughthe 2009-2010 and 2010-2011 rate years with a growth rate of up to five percent for both years. However, due to California's severe budget crisis, in July 2009, theState passed a budget-balancing proposal that eliminated this five percent growth cap by amending the current statute to provide that, for the 2009-2010 and 2010-2011 rate years, the weighted average Medi-Cal reimbursement rate paid to long-term care facilities shall not exceed the weighted average Medi-Calreimbursement rate for the 2008-2009 rate year. In addition, the budget proposal increased the amounts that California nursing facilities will pay to Medi-Cal inquality assurance fees for the 2009-2010 and 2010-2011 rate years by including Medicare revenue in the calculation of the quality assurance fee that nursingfacilities pay under A.B. 1629. Although overall reimbursement from Medi-Cal remained stable, individual facility rates varied.California's Governor signed the budget trailer into law in October 2010. Despite its enactment, these changes in reimbursement to long-term care facilitieswere to be implemented retroactively to the beginning of the calendar quarter in which California submitted its request for federal approval of CMS. California’sGovernor released a 2014-2015 budget that includes $1.2 billion in additional Medi-Cal funding. This proposal, however, would not eliminate retroactive rate cutsfor hospital-based skilled nursing facilities.Because state legislatures control the amount of state funding for Medicaid programs, cuts or delays in approval of such funding by legislatures could reducethe amount of, or cause a delay in, payment from Medicaid to skilled nursing facilities. Since a significant portion of our revenue is generated from our skillednursing operating subsidiaries in California, these budget reductions, if approved, could adversely affect our net patient service revenue and profitability. Weexpect continuing cost containment pressures on Medicaid outlays for skilled nursing facilities, and any such decline could adversely affect our financial conditionand results of operations.31Table of ContentsTo generate funds to pay for the increasing costs of the Medicaid program, many states utilize financial arrangements such as provider taxes. Under providertax arrangements, states collect taxes or fees from healthcare providers and then return the revenue to these providers as Medicaid expenditures. Congress,however, has placed restrictions on states' use of provider tax and donation programs as a source of state matching funds. Under the Medicaid VoluntaryContribution and Provider-Specific Tax Amendments of 1991, the federal medical assistance percentage available to a state was reduced by the total amount ofhealthcare related taxes that the state imposed, unless certain requirements are met. The federal medical assistance percentage is not reduced if the state taxes arebroad-based and not applied specifically to Medicaid reimbursed services. In addition, the healthcare providers receiving Medicaid reimbursement must be at riskfor the amount of tax assessed and must not be guaranteed to receive reimbursement through the applicable state Medicaid program for the tax assessed. LowerMedicaid reimbursement rates would adversely affect our revenue, financial condition and results of operations.We may not be fully reimbursed for all services for which each facility bills through consolidated billing, which could adversely affect our revenue, financialcondition and results of operations.Skilled nursing facilities are required to perform consolidated billing for certain items and services furnished to patients and residents. The consolidatedbilling requirement essentially confers on the skilled nursing facility itself the Medicare billing responsibility for the entire package of care that its patients receivein these situations. The BBA also affected skilled nursing facility payments by requiring that post-hospitalization skilled nursing services be “bundled” into thehospital's Diagnostic Related Group (DRG) payment in certain circumstances. Where this rule applies, the hospital and the skilled nursing facility must, in effect,divide the payment which otherwise would have been paid to the hospital alone for the patient's treatment, and no additional funds are paid by Medicare for skillednursing care of the patient. At present, this provision applies to a limited number of DRGs, but already is apparently having a negative effect on skilled nursingfacility utilization and payments, either because hospitals are finding it difficult to place patients in skilled nursing facilities which will not be paid as before orbecause hospitals are reluctant to discharge the patients to skilled nursing facilities and lose part of their payment. This bundling requirement could be extended tomore DRGs in the future, which would accentuate the negative impact on skilled nursing facility utilization and payments. We may not be fully reimbursed for allservices for which each facility bills through consolidated billing, which could adversely affect our revenue, financial condition and results of operations.Reforms to the U.S. healthcare system will impose new requirements upon us and may lower our reimbursements.ACA and the Health Care and Education Reconciliation Act of 2010 (the Reconciliation Act) include sweeping changes to how health care is paid for andfurnished in the United States. As discussed below under the heading “- Our business may be materially impacted if certain aspects of the Affordable Care Act areamended, repealed, or successfully challenged ”, any further amendments or revisions to ACA or its implementing regulations could materially impact ourbusiness. The recent presidential and congressional elections in the United States could result in significant changes in, and uncertainty with respect to, legislation,regulation and government policy that could significantly impact our business and the health care industry. We continually monitor these developments in an effortto respond to the changing regulatory environment impacting our business.ACA, as modified by the Reconciliation Act, is projected to expand access to Medicaid for approximately 11 to 13 million additional people each yearbetween 2015 - 2024. It also reduces the projected growth of Medicare by $106 billion by 2020 by tying payments to providers more closely to quality outcomes. Italso imposes new obligations on skilled nursing facilities, requiring them to disclose information regarding ownership, expenditures and certain other information.This information is disclosed on a website for comparison by members of the public.To address potential fraud and abuse in federal health care programs, including Medicare and Medicaid, ACA includes provider screening and enhancedoversight periods for new providers and suppliers, as well as enhanced penalties for submitting false claims. It also provides funding for enhanced anti-fraudactivities. The new law imposes enrollment moratoria in elevated risk areas by requiring providers and suppliers to establish compliance programs. ACA alsoprovides the federal government with expanded authority to suspend payment if a provider is investigated for allegations or issues of fraud. Section 6402 of theACA provides that Medicare and Medicaid payments may be suspended pending a “credible investigation of fraud,” unless the Secretary of HHS determines thatgood cause exists not to suspend payments. To the extent the Secretary applies this suspension of payments provision to one of our affiliated facilities forallegations of fraud, such a suspension could adversely affect our results of operations.Under ACA, HHS will establish, test and evaluate alternative payment methodologies for Medicare services through a five-year, national, voluntary pilotprogram starting in 2013. This program will provide incentives for providers to coordinate patient care across the continuum and to be jointly accountable for anentire episode of care centered around a hospitalization. HHS will develop qualifying provider payment methods that may include bundled payments and bids fromentities for episodes of care. The bundled payment will cover the costs of acute care inpatient services; physicians’ services delivered in and outside of an acute32Table of Contentscare hospital; outpatient hospital services including emergency department services; post-acute care services, including home health services, skilled nursingservices; inpatient rehabilitation services; and inpatient hospital services. The payment methodology will include payment for services, such as care coordination,medication reconciliation, discharge planning and transitional care services, and other patient-centered activities. Payments for items and services cannot result inspending more than would otherwise be expended for such entities if the pilot program were not implemented. As with Medicare’s shared savings programdiscussed above, payment arrangements among providers on the backside of the bundled payment must take into account significant hurdles under the Anti-kickback Law, the Stark Law and the Civil Monetary Penalties Law. This pilot program may expand in 2016 if expansion would reduce Medicare spending withoutalso reducing quality of care.ACA attempts to improve the health care delivery system through incentives to enhance quality, improve beneficiary outcomes and increase value of care.One of these key delivery system reforms is the encouragement of Accountable Care Organizations (ACOs). ACOs will facilitate coordination and cooperationamong providers to improve the quality of care for Medicare beneficiaries and reduce unnecessary costs. Participating ACOs that meet specified qualityperformance standards will be eligible to receive a share of any savings if the actual per capita expenditures of their assigned Medicare beneficiaries are a sufficientpercentage below their specified benchmark amount. Quality performance standards will include measures in such categories as clinical processes and outcomes ofcare, patient experience and utilization of services.We routinely receive Requests for Information (RFIs) from active referral and managed care networks asking for quality, rating, performance and otherinformation about our SNFs operating in the geographic areas that they are being serviced. The RFIs are used to evaluate which SNFs should be included in eachnetwork of preferred providers. For those SNFs included in the network, the ACO and its associated providers may then recommend the SNF as a “preferredprovider” to patients in need of skilled care. In the past, after responding to such RFIs, our SNFs have in some instances been rewarded with inclusion in a networkof preferred providers, and in other instances have not been included. While referrals to a SNF in a preferred provider network will always be subject to a patient’sfreedom of choice, as well as the patient’s physician’s medical judgment as to which facility will best serve the patient’s needs, the inclusion as a preferredprovider in a network will likely result in an increase in overall admissions to that SNF. On the other hand, the failure to be included could result in some volumeof patient admissions being shifted to other facilities that have been designated instead as preferred providers. As a result, to the extent that one of our SNF is notincluded in a preferred provider network, our revenues and results of operations could be adversely affected.In addition, ACA required HHS to develop a plan to implement a value-based purchasing program for Medicare payments to skilled nursing facilities. HHSdelivered a report to Congress outlining its plans for implementing this value-based purchasing program. The value-based purchasing program would providepayment incentives for Medicare-participating skilled nursing facilities to improve the quality of care provided to Medicare beneficiaries. Among the most relevantfactors in HHS' plans to implement value-based purchasing for skilled nursing facilities is the current Nursing Home Value-Based Purchasing DemonstrationProject, which concluded in 2012. HHS provided Congress with an outline of plans to implement a value-based purchasing program, and any permanent value-based purchasing program for skilled nursing facilities will be implemented after that evaluation.On October 4, 2016, CMS released a final rule that reforms the requirements for long-term care (LTC) facilities, specifically skilled nursing facilities (SNFs)and nursing facilities (NFs), to participate in the Medicare and Medicaid programs. The regulations have not been updated since 1991 and have been revised toimprove quality of life, care and services in LTC facilities, optimize resident safety, reflect current professional standards and improve the logical flow of theregulations. The regulations are effective November 28, 2016 and will be implemented in three phases. The first phase is effective November 28, 2016, the secondphase is effective November 28, 2017 and the third phase becomes effective November 28, 2019.A few highlights from the new regulation include the following:•investigate and report all allegations of abusive conduct, and refrain from employing individuals who have had a disciplinary action taken againsttheir professional license by a state licensure body as a result of a finding of abuse, neglect, mistreatment of residents or misappropriation oftheir property;•document a transfer or discharge in the medical record and exchange certain information to a receiving provider or facility when a resident istransferred;•develop and implement a baseline care plan for each resident within 48 hours of their admission that includes instructions to provide effectiveand person-centered care that meets professional standards of quality care;•develop and implement a discharge planning process that prepares residents to be active partners in post-discharge care;33Table of Contents•provide the necessary care and services to attain or maintain the highest practicable physical, mental and psychosocial well-being;•add a competency requirement for determining the sufficiency of nursing staff;•require that a pharmacist reviews a resident’s medical chart during each monthly drug regiment review;•refrain from charging a Medicare resident for loss or damage of dentures;•provide each resident with a nourishing, palatable and well-balanced diet;•conduct, document and annually review a facility-wide assessment to determine what resources are necessary to care for its residents;•refrain from entering into a binding arbitration agreement until after a dispute arises between the parties;•develop, implement and maintain an effective comprehensive, data-driven quality assurance and performance improvement program;•develop an Infection Prevention and Control Program; and•require their operating organization have in effect a compliance and ethics program.CMS estimates that the average cost per facility for compliance with the new rule to be approximately $62,900 in the first year and approximately $55,000in subsequent years. However, these amounts vary per organization. In addition to the monetary costs, these regulations may create compliance issues, as stateregulators and surveyors interpret requirements that are less explicit.On September 16, 2016, CMS issued its final rule concerning emergency preparedness requirements for Medicare and Medicaid participating providers,specifically skilled nursing facilities (SNFs), nursing facilities (NFs), and intermediate care facilities for individuals with intellectual disabilities (ICF/IIDs). Therule is designed to ensure providers and suppliers have comprehensive and integrated emergency policies and procedures in place, in particular during natural andman-made disasters. Under the rule, facilities are required to 1) document risk assessment and emergency planning; 2) develop and implement policies andprocedures based on that risk assessment; 3) develop and maintain an emergency preparedness communication plan in compliance with both federal and state law;and 4) develop and maintain an emergency preparedness training and testing program. The regulations outlined in the final rule must be implemented by November15, 2017.On July 29, 2016, CMS issued its final rule laying out the performance standards relating to preventable hospital readmissions from skilled nursing facilities.The final rule includes the SNF 30-day All Cause Readmission Measure which assesses the risk-standardized rate of all-cause, all condition, unplanned inpatienthospital readmissions for Medicare fee-for-service SNF patients within 30 days of discharge from admission to an inpatient prospective payment system hospital,CAH or psychiatric hospital. The final rule includes the SNF 30-Day Potentially Preventable Readmission Measure as the SNF all condition risk adjustedpotentially preventable hospital readmission measure. This measure assesses the facility-level risk-standardized rate of unplanned, potentially preventable hospitalreadmissions for SNF patients within 30 days of discharge from a prior admission to an IPPS hospital, CAH, or psychiatric hospital. Hospital readmissions includereadmissions to a short-stay acute-care hospital or CAH, with a diagnosis considered to be unplanned and potentially preventable. This measure is claims-based,requiring no additional data collection or submission burden for SNFs.In addition, the proposed rule states, beginning in 2019, the achievement performance standard for skilled nursing facilities for quality measures specifiedunder the SNF Value Based Purchasing Program (SNF VBP) will be the 25 th percentile of national SNF performance on the quality measure during the applicablebaseline period. This will affect the value based incentive payments paid to skilled nursing facilities.On February 2, 2016, CMS issued its final rule concerning face-to-face requirements for Medicaid home health services. Under the rule, the Medicaid homehealth service definition was revised consistent with applicable sections of the ACA and H.R. 2 Medicare Access and CHIP Reauthorization Act of 2015(MACRA). The rule also requires that for the initial ordering of home health services, the physician must document that a face-to-face encounter that is related tothe primary reason the beneficiary requires home health services occurred no more than 90 days before or 30 days after the start of services. The final rule alsorequires that for the initial ordering of certain medical equipment, the physician or authorized non-physician provider (NPP) must document that a face-to-faceencounter that is related to the primary reason the beneficiary requires medical equipment occurred no more than 6 months prior to the start of services.34Table of ContentsOn April 27, 2016, CMS added six new quality measures to its consumer-based Nursing Home Compare website. These quality measures include the rate ofrehospitalization, emergency room use, community discharge, improvements in function, independently worsened and antianxiety or hypnotic medication amongnursing home residents. Beginning in July 2016, CMS incorporates all of these measures, except for the antianxiety/hypnotic medication measure, into thecalculation of the Nursing Home Five-Star Quality Ratings.On July 6, 2015, CMS announced a proposal to launch Home Health Value-Based Purchasing model to test whether incentives for better care can improveoutcomes in the delivery of home health services. The model would apply a payment reduction or increase to current Medicare-certified home health agencypayments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Payment adjustments would be applied onan annual basis, beginning at 5.0% in each of the first two payment adjustment years, 6.0% in the third payment adjustment year and 8.0% in the final two paymentadjustment years.On June 28, 2012, the United States Supreme Court ruled that the enactment of ACA did not violate the Constitution of the United States. This ruling permitsthe implementation of most of the provisions of ACA to proceed. The provisions of ACA discussed above are only examples of federal health reform provisionsthat we believe may have a material impact on the long-term care industry and on our business. However, the foregoing discussion is not intended to constitute, nordoes it constitute, an exhaustive review and discussion of ACA. It is possible that these and other provisions of ACA may be interpreted, clarified, or applied to ouraffiliated facilities or operating subsidiaries in a way that could have a material adverse impact on the results of operations.On April 1, 2014, the President signed into law the Protecting Access to Medicare Act of 2014 which, among other things, provides the framework forimplementation of a value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measuresand performance standards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% ofMedicare payments to all skilled nursing facilities and distribute this pool of payment to skilled nursing facilities as incentive payments for preventing readmissionsto hospitals.We cannot predict what effect these changes will have on our business, including the demand for our services or the amount of reimbursement available forthose services. However, it is possible these new laws may lower reimbursement and adversely affect our business.The Affordable Care Act and its implementation could impact our business.In addition, the Affordable Care Act could result in sweeping changes to the existing U.S. system for the delivery and financing of health care. The details forimplementation of many of the requirements under the Affordable Care Act will depend on the promulgation of regulations by a number of federal governmentagencies, including the HHS. It is impossible to predict the outcome of these changes, what many of the final requirements of the Health Reform Law will be, andthe net effect of those requirements on us. As such, we cannot predict the impact of the Affordable Care Act on our business, operations or financial performance.A significant goal of Federal health care reform is to transform the delivery of health care by changing reimbursement for health care services to holdproviders accountable for the cost and quality of care provided. Medicare and many commercial third party payors are implementing Accountable CareOrganization models in which groups of providers share in the benefit and risk of providing care to an assigned group of individuals at lower cost. Otherreimbursement methodology reforms include value-based purchasing, in which a portion of provider reimbursement is redistributed based on relative performanceon designated economic, clinical quality, and patient satisfaction metrics. In addition, CMS is implementing programs to bundle acute care and post-acute carereimbursement to hold providers accountable for costs across a broader continuum of care. These reimbursement methodologies and similar programs are likely tocontinue and expand, both in public and commercial health plans. Providers who respond successfully to these trends and are able to deliver quality care at lowercost are likely to benefit financially.The Affordable Care Act and the programs implemented by the law may reduce reimbursements for our services and may impact the demand for theCompany’s products. In addition, various healthcare programs and regulations may be ultimately implemented at the federal or state level. Failure to respondsuccessfully to these trends could negatively impact our business, results of operations and/or financial condition. As discussed below under the heading “- Ourbusiness may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged” , any further amendments orrevisions to ACA or its implementing regulations could materially impact our business .35Table of ContentsOur business may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged.A number of lawsuits have been filed challenging various aspects of ACA and related regulations. In addition, the efficacy of ACA is the subject of muchdebate among members of Congress and the public. The recent presidential and congressional elections in the United States could result in significant changes in,and uncertainty with respect to, legislation, regulation and government policy that could significantly impact our business and the health care industry. In the eventthat legal challenges are successful or ACA is repealed or materially amended, particularly any elements of ACA that are beneficial to our business or that causechanges in the health insurance industry, including reimbursement and coverage by private, Medicare or Medicaid payers, our business, operating results andfinancial condition could be harmed. While it is not possible to predict whether and when any such changes will occur, specific proposals discussed during andafter the election, including a repeal or material amendment of ACA, could harm our business, operating results and financial condition. In addition, even if ACA isnot amended or repealed, the President and the executive branch of the federal government have a significant impact on the implementation of the provisions ofACA, and the new administration could make changes impacting the implementation and enforcement of ACA, which could harm our business, operating resultsand financial condition. If we are slow or unable to adapt to any such changes, our business, operating results and financial condition could be adversely affected.Increased competition for, or a shortage of, nurses and other skilled personnel could increase our staffing and labor costs and subject us to monetary fines.Our success depends upon our ability to retain and attract nurses, Certified Nurse Assistants (CNAs) and therapists. Our success also depends upon our abilityto retain and attract skilled management personnel who are responsible for the day-to-day operations of each of our affiliated facilities. Each facility has a facilityleader responsible for the overall day-to-day operations of the facility, including quality of care, social services and financial performance. Depending upon the sizeof the facility, each facility leader is supported by facility staff that is directly responsible for day-to-day care of the patients and marketing and communityoutreach programs. Other key positions supporting each facility may include individuals responsible for physical, occupational and speech therapy, food serviceand maintenance. We compete with various healthcare service providers, including other skilled nursing providers, in retaining and attracting qualified and skilledpersonnel.We operate one or more affiliated skilled nursing facilities in the states of Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, SouthCarolina, Texas, Utah, Washington and Wisconsin. With the exception of Utah, which follows federal regulations, each of these states has established minimumstaffing requirements for facilities operating in that state. Failure to comply with these requirements can, among other things, jeopardize a facility's compliancewith the conditions of participation under relevant state and federal healthcare programs. In addition, if a facility is determined to be out of compliance with theserequirements, it may be subject to a notice of deficiency, a citation, or a significant fine or litigation risk. Deficiencies (depending on the level) may also result inthe suspension of patient admissions and/or the termination of Medicaid participation, or the suspension, revocation or nonrenewal of the skilled nursing facility'slicense. If the federal or state governments were to issue regulations which materially change the way compliance with the minimum staffing standard is calculatedor enforced, our labor costs could increase and the current shortage of healthcare workers could impact us more significantly.Increased competition for or a shortage of nurses or other trained personnel, or general inflationary pressures may require that we enhance our pay andbenefits packages to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge to the patients of ouroperating subsidiaries. Turnover rates and the magnitude of the shortage of nurses or other trained personnel vary substantially from facility to facility. An increasein costs associated with, or a shortage of, skilled nurses, could negatively impact our business. In addition, if we fail to attract and retain qualified and skilledpersonnel, our ability to conduct our business operations effectively would be harmed.We are subject to various government reviews, audits and investigations that could adversely affect our business, including an obligation to refund amountspreviously paid to us, potential criminal charges, the imposition of fines, and/or the loss of our right to participate in Medicare and Medicaid programs.As a result of our participation in the Medicaid and Medicare programs, we are subject to various governmental reviews, audits and investigations to verifyour compliance with these programs and applicable laws and regulations. We are also subject to audits under various government programs, including RecoveryAudit Contractors (RAC), Zone Program Integrity Contractors (ZPIC), Program Safeguard Contractors (PSC) and Medicaid Integrity Contributors (MIC)programs, in which third party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improperpayments under the Medicare programs. Private pay sources also reserve the right to conduct audits. We believe that billing and reimbursement errors anddisagreements are common in our industry. We are regularly engaged in reviews, audits and appeals of our claims for reimbursement due to the subjectivitiesinherent in the process related to patient diagnosis and care, record keeping, claims36Table of Contentsprocessing and other aspects of the patient service and reimbursement processes, and the errors and disagreements those subjectivities can produce. An adversereview, audit or investigation could result in:•an obligation to refund amounts previously paid to us pursuant to the Medicare or Medicaid programs or from private payors, in amounts that could bematerial to our business;•state or federal agencies imposing fines, penalties and other sanctions on us;•loss of our right to participate in the Medicare or Medicaid programs or one or more private payor networks;•an increase in private litigation against us; and•damage to our reputation in various markets.In 2004, our Medicare fiscal intermediaries began to conduct selected reviews of claims previously submitted by and paid to some of our affiliated facilities.While we have always been subject to post-payment audits and reviews, more intensive “probe reviews” appear to be a permanent procedure with our fiscalintermediaries. All findings of overpayment from CMS contractors are eligible for appeal through the CMS defined continuum. With the exception of rare findingsof overpayment related to objective errors in Medicare payment methodology or claims processing, the Organization utilizes all defenses at its disposal todemonstrate that the services provided meet all clinical and regulatory requirements for reimbursement.If the government or court were to conclude that such errors and deficiencies constituted criminal violations, or were to conclude that such errors anddeficiencies resulted in the submission of false claims to federal healthcare programs, or if it were to discover other problems in addition to the ones identified bythe probe reviews that rose to actionable levels, we and certain of our officers might face potential criminal charges and/or civil claims, administrative sanctionsand penalties for amounts that could be material to our business, results of operations and financial condition. In addition, we and/or some of the key personnel ofour operating subsidiaries could be temporarily or permanently excluded from future participation in state and federal healthcare reimbursement programs such asMedicaid and Medicare. In any event, it is likely that a governmental investigation alone, regardless of its outcome, would divert material time, resources andattention from our management team and our staff, and could have a materially detrimental impact on our results of operations during and after any suchinvestigation or proceedings.In cases where claim and documentation review by any CMS contractor results in repeated poor performance, a facility can be subjected to protractedoversight. This oversight may include repeat education and re-probe, extended pre-payment review, referral to recovery audit or integrity contractors, orextrapolation of an error rate to other reimbursement outside of specifically reviewed claims. Sustained failure to demonstrate improvement towards meeting allclaim filing and documentation requirements could ultimately lead to Medicare decertification. During the year ended December 31, 2016 , we have eighteenoperating subsidiaries that were subject to probe reviews, both pre- and post-payment. Twelve of these reviews have successfully closed as of December 31, 2016 .No operating subsidiary has been identified as needing oversight beyond single education and re-probe as of this filing, however, two operating subsidiaries are intheir second round of education and re-probe.Public and government calls for increased survey and enforcement efforts toward long-term care facilities could result in increased scrutiny by state andfederal survey agencies. In addition, potential sanctions and remedies based upon alleged regulatory deficiencies could negatively affect our financialcondition and results of operations.CMS has undertaken several initiatives to increase or intensify Medicaid and Medicare survey and enforcement activities, including federal oversight of stateactions. CMS is taking steps to focus more survey and enforcement efforts on facilities with findings of substandard care or repeat violations of Medicaid andMedicare standards, and to identify multi-facility providers with patterns of noncompliance. In addition, HHS has adopted a rule that requires CMS to charge userfees to healthcare facilities cited during regular certification, recertification or substantiated complaint surveys for deficiencies, which require a revisit to assure thatcorrections have been made. CMS is also increasing its oversight of state survey agencies and requiring state agencies to use enforcement sanctions and remediesmore promptly when substandard care or repeat violations are identified, to investigate complaints more promptly, and to survey facilities more consistently.The intensified and evolving enforcement environment impacts providers like us because of the increase in the scope or number of inspections or surveys bygovernmental authorities and the severity of consequent citations for alleged failure to comply with regulatory requirements. We also divert personnel resources torespond to federal and state investigations and other enforcement actions. The diversion of these resources, including our management team, clinical andcompliance staff, and others take away from the time and energy that these individuals could otherwise spend on routine operations. As noted, from time to time inthe ordinary course of business, we receive deficiency reports from state and federal regulatory bodies resulting from such37Table of Contentsinspections or surveys. The focus of these deficiency reports tends to vary from year to year. Although most inspection deficiencies are resolved through an agreed-upon plan of corrective action, the reviewing agency typically has the authority to take further action against a licensed or certified facility, which could result inthe imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of payment for newadmissions, loss of certification as a provider under state or federal healthcare programs, or imposition of other sanctions, including criminal penalties. In the past,we have experienced inspection deficiencies that have resulted in the imposition of a provisional license and could experience these results in the future. Wecurrently have no affiliated facilities operating under provisional licenses which were the result of inspection deficiencies.Furthermore, in some states, citations in one facility impact other facilities in the state. Revocation of a license at a given facility could therefore impair ourability to obtain new licenses or to renew existing licenses at other facilities, which may also trigger defaults or cross-defaults under our leases and our creditarrangements, or adversely affect our ability to operate or obtain financing in the future. If state or federal regulators were to determine, formally or otherwise, thatone facility's regulatory history ought to impact another of our existing or prospective facilities, this could also increase costs, result in increased scrutiny by stateand federal survey agencies, and even impact our expansion plans. Therefore, our failure to comply with applicable legal and regulatory requirements in any singlefacility could negatively impact our financial condition and results of operations as a whole.When a facility is found to be deficient under state licensing and Medicaid and Medicare standards, sanctions may be threatened or imposed such as denial ofpayment for new Medicaid and Medicare admissions, civil monetary penalties, focused state and federal oversight and even loss of eligibility for Medicaid andMedicare participation or state licensure. Sanctions such as denial of payment for new admissions often are scheduled to go into effect before surveyors return toverify compliance. Generally, if the surveyors confirm that the facility is in compliance upon their return, the sanctions never take effect. However, if theydetermine that the facility is not in compliance, the denial of payment goes into effect retroactive to the date given in the original notice. This possibility sometimesleaves affected operators, including us, with the difficult task of deciding whether to continue accepting patients after the potential denial of payment date, thusrisking the retroactive denial of revenue associated with those patients' care if the operators are later found to be out of compliance, or simply refusing admissionsfrom the potential denial of payment date until the facility is actually found to be in compliance. In the past, some of our affiliated facilities have been in denial ofpayment status due to findings of continued regulatory deficiencies, resulting in an actual loss of the revenue associated with the Medicare and Medicaid patientsadmitted after the denial of payment date. Additional sanctions could ensue and, if imposed, these sanctions, entailing various remedies up to and includingdecertification, would further negatively affect our financial condition and results of operations. In the first quarter of 2016, we elected to voluntarily close oneoperating subsidiary as a result of multiple regulatory deficiencies in order to avoid continued strain on our staff and other resources and to avoid restrictions on ourability to acquire new facilities or expand or operate existing facilities. In addition, from time to time, we have opted to voluntarily stop accepting new patientspending completion of a new state survey, in order to avoid possible denial of payment for new admissions during the deficiency cure period, or simply to avoidstraining staff and other resources while retraining staff, upgrading operating systems or making other operational improvements. If we elect to voluntary close anyoperations in the future or to opt to stop accepting new patients pending completion of a state or federal survey, it could negatively impact our financial conditionand results of operation. Facilities with otherwise acceptable regulatory histories generally are given an opportunity to correct deficiencies and continue their participation in theMedicare and Medicaid programs by a certain date, usually within nine months, although where denial of payment remedies are asserted, such interim remedies gointo effect much sooner. Facilities with deficiencies that immediately jeopardize patient health and safety and those that are classified as poor performing facilities,however, are not generally given an opportunity to correct their deficiencies prior to the imposition of remedies and other enforcement actions. Moreover, facilitieswith poor regulatory histories continue to be classified by CMS as poor performing facilities notwithstanding any intervening change in ownership, unless the newowner obtains a new Medicare provider agreement instead of assuming the facility's existing agreement. However, new owners (including us, historically) nearlyalways assume the existing Medicare provider agreement due to the difficulty and time delays generally associated with obtaining new Medicare certifications,especially in previously-certified locations with sub-par operating histories. Accordingly, facilities that have poor regulatory histories before we acquire them andthat develop new deficiencies after we acquire them are more likely to have sanctions imposed upon them by CMS or state regulators. In addition, CMS hasincreased its focus on facilities with a history of serious quality of care problems through the special focus facility initiative. A facility's administrators and ownersare notified when it is identified as a special focus facility. This information is also provided to the general public. The special focus facility designation is based inpart on the facility's compliance history typically dating before our acquisition of the facility. Local state survey agencies recommend to CMS that facilities beplaced on special focus status. A special focus facility receives heightened scrutiny and more frequent regulatory surveys. Failure to improve the quality of care canresult in fines and termination from participation in Medicare and Medicaid. A facility “graduates” from the program once it demonstrates significantimprovements in quality of care that are continued over time.38Table of ContentsWe have received notices of potential sanctions and remedies based upon alleged regulatory deficiencies from time to time, and such sanctions have beenimposed on some of our affiliated facilities. We have had several affiliated facilities placed on special focus facility status, due largely or entirely to their respectiveregulatory histories prior to our acquisition of the operating subsidiaries, and have successfully graduated five operating subsidiaries from the program to date.Other operating subsidiaries may be identified for such status in the future.Annual caps that limit the amounts that can be paid for outpatient therapy services rendered to any Medicare beneficiary may reduce our future revenue andprofitability or cause us to incur losses.Some of our rehabilitation therapy revenue is paid by the Medicare Part B program under a fee schedule. Congress has established annual caps that limit theamounts that can be paid (including deductible and coinsurance amounts) for rehabilitation therapy services rendered to any Medicare beneficiary under MedicarePart B. The BBA requires a combined cap for physical therapy and speech-language pathology and a separate cap for occupational therapy.The DRA directs CMS to create a process to allow exceptions to therapy caps for certain medically necessary services provided on or after January 1, 2006for patients with certain conditions or multiple complexities whose therapy services are reimbursed under Medicare Part B. A significant portion of the patients inour affiliated skilled nursing facilities and patients served by our rehabilitation therapy programs whose therapy is reimbursed under Medicare Part B havequalified for the exceptions to these reimbursement caps. DRA added Section 1833(g)(5) of the Social Security Act and directed them to develop a process thatallows exceptions for Medicare beneficiaries to therapy caps when continued therapy is deemed medically necessary.The therapy cap exception has been reauthorized in a number of subsequent laws, including the Protecting Access to Medicare Act of 2014. All beneficiariesbegan a new cap year on January 1, 2016 since the therapy caps are determined on a calendar year basis. For physical therapy (PT) and speech-language pathologyservices (SLP) combined, the limit on incurred expenses is $1,960 in 2016 compared to $1,940 in 2015. For occupational therapy (OT) services, the limit is $1,960in 2016 compared to $1,960 in 2015. Deductible and coinsurance amounts paid by the beneficiary for therapy services count toward the amount applied to thelimit.The Multiple Procedure Payment Reduction (MPPR) continues at a 50% reduction applied to therapy procedure codes by reducing payments for practiceexpense of the second and subsequent procedure codes when services provided under subsequent codes are provided on the same day. The implementation ofMPPR includes 1) facilities that provide Medicare Part B speech-language pathology, occupational therapy, and physical therapy services and bill under the sameprovider number; and 2) providers in private practice, including speech-language pathologists, who perform and bill for multiple services in a single day.The application of annual caps, or the discontinuation of exceptions to the annual caps, could have an adverse effect on our rehabilitation therapy revenue.Most recently, the therapy cap exception was extended through December 31, 2017 pursuant to MACRA.Our hospice operating subsidiaries are subject to annual Medicare caps calculated by Medicare. If such caps were to be exceeded by any of our hospiceproviders, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.With respect to our hospice operating subsidiaries, overall payments made by Medicare to each provider number are subject to an inpatient cap amount andan overall payment cap, which are calculated and published by the Medicare fiscal intermediary on an annual basis covering the period from November 1 throughOctober 31. If payments received by any one of our hospice provider numbers exceeds either of these caps, we are required to reimburse Medicare for paymentsreceived in excess of the caps, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cashflows. During the year ended December 31, 2016 , we recorded $1.3 million of hospice cap expense.We are subject to extensive and complex federal and state government laws and regulations which could change at any time and increase our cost of doingbusiness and subject us to enforcement actions.We, along with other companies in the healthcare industry, are required to comply with extensive and complex laws and regulations at the federal, state andlocal government levels relating to, among other things:•facility and professional licensure, certificates of need, permits and other government approvals;•adequacy and quality of healthcare services;39Table of Contents•qualifications of healthcare and support personnel;•quality of medical equipment;•confidentiality, maintenance and security issues associated with medical records and claims processing;•relationships with physicians and other referral sources and recipients;•constraints on protective contractual provisions with patients and third-party payors;•operating policies and procedures;•certification of additional facilities by the Medicare program; and•payment for services.The laws and regulations governing our operations, along with the terms of participation in various government programs, regulate how we do business, theservices we offer, and our interactions with patients and other healthcare providers. These laws and regulations are subject to frequent change. We believe that suchregulations may increase in the future and we cannot predict the ultimate content, timing or impact on us of any healthcare reform legislation. Changes in existinglaws or regulations, or the enactment of new laws or regulations, could negatively impact our business. If we fail to comply with these applicable laws andregulations, we could suffer civil or criminal penalties and other detrimental consequences, including denial of reimbursement, imposition of fines, temporarysuspension of admission of new patients, suspension or decertification from the Medicaid and Medicare programs, restrictions on our ability to acquire newfacilities or expand or operate existing facilities, the loss of our licenses to operate and the loss of our ability to participate in federal and state reimbursementprograms.We are subject to federal and state laws, such as the federal False Claims Act, state false claims acts, the illegal remuneration provisions of the SocialSecurity Act, the federal anti-kickback laws, state anti-kickback laws, and the federal “Stark” laws, that govern financial and other arrangements among healthcareproviders, their owners, vendors and referral sources, and that are intended to prevent healthcare fraud and abuse. Among other things, these laws prohibitkickbacks, bribes and rebates, as well as other direct and indirect payments or fee-splitting arrangements that are designed to induce the referral of patients to aparticular provider for medical products or services payable by any federal healthcare program, and prohibit presenting a false or misleading claim for paymentunder a federal or state program. They also prohibit some physician self-referrals. Possible sanctions for violation of any of these restrictions or prohibitionsinclude loss of eligibility to participate in federal and state reimbursement programs and civil and criminal penalties. Changes in these laws could increase our costof doing business. If we fail to comply, even inadvertently, with any of these requirements, we could be required to alter our operations, refund payments to thegovernment, enter into a corporate integrity agreement, deferred prosecution or similar agreements with state or federal government agencies, and become subjectto significant civil and criminal penalties. For example, in April 2013, we announced that we reached a tentative settlement with the Department of Justice (DOJ)regarding their investigation related to claims submitted to the Medicare program for rehabilitation services provided at skilled nursing facilities in SouthernCalifornia. As part of the settlement, we entered into a Corporate Integrity Agreement with the Office of Inspector General-HHS. Failure to comply with the termsof the Corporate Integrity Agreement could result in substantial civil or criminal penalties and being excluded from government health care programs, which couldadversely affect our financial condition and results of operations.In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) of 2009 which made significant changes to the federal False Claims Act(FCA), expanding the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significantpenalties for known retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly andimproperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. Thegovernment can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. TheACA supplements FERA by imposing an affirmative obligation on health care providers to return an overpayment to CMS within 60 days of “identification” or thedate any corresponding cost report is due, whichever is later. On August 3, 2015, the U.S. District Court for the Southern District of New York held that the 60 dayclock following “identification” of an overpayment begins to run when a provider is put on notice of a potential overpayment, rather than the moment when anoverpayment is conclusively ascertained. On February 12, 2016, CMS published a final rule with respect to Medicare Parts A and B clarifying that providers havean obligation to proactively exercise “reasonable diligence,” and that the 60 day clock begins to run after the reasonable diligence period has concluded, which maytake at most 6 months from the from receipt of credible information, absent extraordinary circumstances. Retention of any overpayment beyond this period mayresult in FCA liability. In addition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but alsocontractors and agents. Thus, there is no need for an employment relationship in order to qualify for protection against retaliation for whistleblowing.40Table of ContentsWe are also required to comply with state and federal laws governing the transmission, privacy and security of health information. The Health InsurancePortability and Accountability Act of 1996 (HIPAA) requires us to comply with certain standards for the use of individually identifiable health information withinour company, and the disclosure and electronic transmission of such information to third parties, such as payors, business associates and patients. These includestandards for common electronic healthcare transactions and information, such as claim submission, plan eligibility determination, payment informationsubmission and the use of electronic signatures; unique identifiers for providers, employers and health plans; and the security and privacy of individuallyidentifiable health information. In addition, some states have enacted comparable or, in some cases, more stringent privacy and security laws. If we fail to complywith these state and federal laws, we could be subject to criminal penalties and civil sanctions and be forced to modify our policies and procedures.On January 25, 2013, HHS promulgated new HIPAA privacy, security, and enforcement regulations, which increase significantly the penalties andenforcement practices of the Department regarding HIPAA violations. In addition, any breach of individually identifiable health information can result inobligations under HIPAA and state laws to notify patients, federal and state agencies, and in some cases media outlets, regarding the breach incident. Breachincidents and violations of HIPAA or state privacy and security laws could subject us to significant penalties, and could have a significant impact on our business.The new HIPAA regulations are effective as of March 26, 2013, and compliance was required by September 23, 2013.Our failure to obtain or renew required regulatory approvals or licenses or to comply with applicable regulatory requirements, the suspension or revocation ofour licenses or our disqualification from participation in federal and state reimbursement programs, or the imposition of other harsh enforcement sanctions couldincrease our cost of doing business and expose us to potential sanctions. Furthermore, if we were to lose licenses or certifications for any of our affiliated facilitiesas a result of regulatory action or otherwise, we could be deemed to be in default under some of our agreements, including agreements governing outstandingindebtedness and lease obligations.Increased civil and criminal enforcement efforts of government agencies against skilled nursing facilities could harm our business, and could preclude us fromparticipating in federal healthcare programs.Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoinginvestigations of healthcare companies and, in particular, skilled nursing facilities. The focus of these investigations includes, among other things:•cost reporting and billing practices;•quality of care;•financial relationships with referral sources; and•medical necessity of services provided.If any of our affiliated facilities is decertified or loses its licenses, our revenue, financial condition or results of operations would be adversely affected. Inaddition, the report of such issues at any of our affiliated facilities could harm our reputation for quality care and lead to a reduction in the patient referrals of ouroperating subsidiaries and ultimately a reduction in occupancy at these facilities. Also, responding to enforcement efforts would divert material time, resources andattention from our management team and our staff, and could have a materially detrimental impact on our results of operations during and after any suchinvestigation or proceedings, regardless of whether we prevail on the underlying claim.Federal law provides that practitioners, providers and related persons may not participate in most federal healthcare programs, including the Medicaid andMedicare programs, if the individual or entity has been convicted of a criminal offense related to the delivery of a product or service under these programs or if theindividual or entity has been convicted under state or federal law of a criminal offense relating to neglect or abuse of patients in connection with the delivery of ahealthcare product or service. Other individuals or entities may be, but are not required to be, excluded from such programs under certain circumstances, including,but not limited to, the following:•medical necessity of services provided;•conviction related to fraud;•conviction relating to obstruction of an investigation;41Table of Contents•conviction relating to a controlled substance;•licensure revocation or suspension;•exclusion or suspension from state or other federal healthcare programs;•filing claims for excessive charges or unnecessary services or failure to furnish medically necessary services;•ownership or control of an entity by an individual who has been excluded from the Medicaid or Medicare programs, against whom a civil monetarypenalty related to the Medicaid or Medicare programs has been assessed or who has been convicted of a criminal offense under federal healthcareprograms; and•the transfer of ownership or control interest in an entity to an immediate family or household member in anticipation of, or following, a conviction,assessment or exclusion from the Medicare or Medicaid programs.The OIG, among other priorities, is responsible for identifying and eliminating fraud, abuse and waste in certain federal healthcare programs. The OIG hasimplemented a nationwide program of audits, inspections and investigations and from time to time issues “fraud alerts” to segments of the healthcare industry onparticular practices that are vulnerable to abuse. The fraud alerts inform healthcare providers of potentially abusive practices or transactions that are subject tocriminal activity and reportable to the OIG. An increasing level of resources has been devoted to the investigation of allegations of fraud and abuse in the Medicaidand Medicare programs, and federal and state regulatory authorities are taking an increasingly strict view of the requirements imposed on healthcare providers bythe Social Security Act and Medicaid and Medicare programs. Although we have created a corporate compliance program that we believe is consistent with theOIG guidelines, the OIG may modify its guidelines or interpret its guidelines in a manner inconsistent with our interpretation or the OIG may ultimately determinethat our corporate compliance program is insufficient.In some circumstances, if one facility is convicted of abusive or fraudulent behavior, then other facilities under common control or ownership may bedecertified from participating in Medicaid or Medicare programs. Federal regulations prohibit any corporation or facility from participating in federal contracts if itor its principals have been barred, suspended or declared ineligible from participating in federal contracts. In addition, some state regulations provide that allfacilities under common control or ownership licensed within a state may be de-licensed if one or more of the facilities are de-licensed. If any of our operatingsubsidiaries were decertified or excluded from participating in Medicaid or Medicare programs, our revenue would be adversely affected.The Office of the Inspector General or other regulatory authorities may choose to more closely scrutinize billing practices in areas where we operate orpropose to expand, which could result in an increase in regulatory monitoring and oversight, decreased reimbursement rates, or otherwise adversely affect ourbusiness, financial condition and results of operations.In March 2016, the OIG released a report entitled “Hospices Inappropriately Billed Medicare Over $250 Million for General Inpatient Care.” The reportanalyzed the results of a medical record review of 2012 hospice general inpatient care stays to estimate the percentage of such stays that were billedinappropriately, and found that hospices billed one-third of general inpatient stays inappropriately, costing Medicare $268 million in 2012. Consequently, the OIGrecommended, and CMS concurred with such recommendations, that CMS (1) increase its oversight of hospice general inpatient stay claims and review Part Dpayments for drugs for hospice beneficiaries; (2) ensure that a physician is involved in the decision to use general inpatient care; (3) conduct prepayment reviewsfor lengthy general inpatient care stays; (4) increase surveyor efforts to ensure that hospices meet care planning requirements; (5) establish additional enforcementremedies for poor hospice performance; and (6) follow up on inappropriate general inpatient care stays.In September 2015, the OIG released a report entitled “The Medicare Payment System for Skilled Nursing Facilities Needs to Be Reevaluated.” Among otherthings, the report used Medicare cost reports to compare Medicare payments to skilled nursing facilities’ costs for therapy over a ten year period, and found thatMedicare payments for therapy greatly exceeded skilled nursing facilities’ costs for therapy. The OIG recommended, and CMS concurred with suchrecommendations, that CMS evaluate the extent to which Medicare payment rates for therapy should be reduced, change the method for paying for therapy, adjustMedicare payments to eliminate any increases that are unrelated to beneficiary characteristics, and strengthen oversight of Skilled Nursing Facility billing.In January 2015, the OIG released a report entitled “Medicare Hospices Have Financial Incentives to Provide Care in Assisted Living Facilities.” The reportanalyzed all Medicare hospices claims from 2007 through 2012, and raised concerns about the financial incentives created by the current payment system and thepotential for hospices-especially for-profit hospices-to target42Table of Contentsbeneficiaries in assisted living facilities because they may offer the hospices the greatest financial gain. Accordingly, the report recommended that CMS reformpayments to reduce the incentive for hospices to target beneficiaries with certain diagnoses and those likely to have long stays, target certain hospices for review,develop and adopt claims-based measures of quality, make hospice data publicly available for the beneficiaries, and provide additional information to hospices toeducate them about how they compare to their peers. CMS concurred with all five recommendations.In August 2012, the OIG released a report entitled “Inappropriate and Questionable Billing for Medicare Home Health Agencies.” The report analyzed datafrom home health, inpatient hospital, and skilled nursing facilities claims from 2010 to identify inappropriate home health payments. The report found that in 2010,Medicare made overpayments largely in connection with three specific errors: overlapping with claims for inpatient hospital stays, overlapping with claims forskilled nursing facility stays, or billing for services on dates after beneficiaries’ deaths. The report also concluded that home health agencies with questionablebilling were located mostly in Texas, Florida, California, and Michigan. The report recommended that CMS implement claims processing edits or improve existingedits to prevent inappropriate payments for the three specific errors referenced above, increase monitoring of billing for home health services, enforce and considerlowering the ten percent cap on the total outlier payments a home health agency may receive annually, consider imposing a temporary moratorium on new homehealth agency enrollments in Florida and Texas, and take appropriate action regarding the inappropriate payments identified and home health agencies withquestionable billing. CMS concurred with all five recommendations. Moratoria were subsequently put in place, and effective January 29, 2016, and extended onJuly 29, 2016, moratoria on new home health agencies and home health agency sub-units were extended in various counties in Florida, Michigan, Texas andIllinois. Additionally, following recommendations made by the OIG in an April 2014 report entitled “Limited Compliance with Medicare’s Home Health Face-to-Face Documentation Requirements,” CMS committed to implement a plan for oversight of home health agencies through Supplemental Medical ReviewContractor audits of every home health agency in the country.In December 2010, the OIG released a report entitled “Questionable Billing by Skilled Nursing Facilities.” The report examined the billing practices ofskilled nursing facilities based on Medicare Part A claims from 2006 to 2008 and found, among other things, that for-profit skilled nursing facilities were morelikely to bill for higher paying therapy RUGs, particularly in the ultra high therapy categories, than government and not-for-profit operators. It also found that for-profit skilled nursing facilities showed a higher incidence of patients using RUGs with higher activities of daily living (ADL) scores, and had a “long” averagelength of stay among Part A beneficiaries, compared to their government and not-for-profit counterparts. The OIG recommended that CMS vigilantly monitoroverall payments to skilled nursing facilities, adjust RUG rates annually, change the method for determining how much therapy is needed to ensure appropriatepayments and conduct additional reviews for skilled nursing operators that exceed certain thresholds for higher paying therapy RUGs. CMS concurred with andagreed to take action on three of the four recommendations, declining only to change the methodology for assessing a patient's therapy needs. The OIG issued aseparate memorandum to CMS listing 384 specific facilities that the OIG had identified as being in the top one percent for use of ultra high therapy, RUGs withhigh ADL scores, or “long” average lengths of stay, and CMS agreed to forward the list to the appropriate fiscal intermediaries or other contractors for follow up.Although we believe our therapy assessment and billing practices are consistent with applicable law and CMS requirements, we cannot predict the extent to whichthe OIG's recommendations to CMS will be implemented and, what effect, if any, such proposals would have on us. Two of our affiliated facilities have been listedon the report. Our business model, like those of some other for-profit operators, is based in part on seeking out higher-acuity patients whom we believe aregenerally more profitable, and over time our overall patient mix has consistently shifted to higher-acuity and higher-RUGs patients in most facilities we operate.We also use specialized care-delivery software that assists our caregivers in more accurately capturing and recording ADL services in order to, among other things,increase reimbursement to levels appropriate for the care actually delivered. These efforts may place us under greater scrutiny with the OIG, CMS, our fiscalintermediaries, recovery audit contractors and others, as well as other government agencies, unions, advocacy groups and others who seek to pursue their ownmandates and agendas. In its fiscal year 2014 work plan, OIG specifically stated that it will continue to study and report on questionable Part A and Part B billingpractices amongst skilled nursing facilities.In addition, in its 2016 Work Plan, the OIG indicated that it will review compliance with various aspects of the skilled nursing facility prospective paymentsystem, including the documentation requirement in support of the claims paid by Medicare. According to the 2016 Work Plan, prior OIG reviews found thatMedicare payments for therapy greatly exceeded skilled nursing facilities’ cost for therapy, and the OIG found that skilled nursing facilities have increasinglybilled for the highest level of therapy even though key beneficiary characteristics remained largely the same. The OIG’s 2016 Work Plan provides that the OIG willreview Medicare payments for portable x-ray equipment and services to determine whether payments were correct and were supported by documentation.Efforts by officials and others to make or advocate for any increase in regulatory monitoring and oversight, adversely change RUG rates, reduce paymentrates, revise methodologies for assessing and treating patients, conduct more frequent or intense reviews of our treatment and billing practices, or implementmoratoria in areas where we operate or propose to expand, could43Table of Contentsreduce our reimbursement, increase our costs of doing business and otherwise adversely affect our business, financial condition and results of operations.State efforts to regulate or deregulate the healthcare services industry or the construction or expansion of healthcare facilities could impair our ability toexpand our operations, or could result in increased competition.Some states require healthcare providers, including skilled nursing facilities, to obtain prior approval, known as a certificate of need, for:•the purchase, construction or expansion of healthcare facilities;•capital expenditures exceeding a prescribed amount; or•changes in services or bed capacity.In addition, other states that do not require certificates of need have effectively barred the expansion of existing facilities and the development of new ones byplacing partial or complete moratoria on the number of new Medicaid beds they will certify in certain areas or in the entire state. Other states have established suchstringent development standards and approval procedures for constructing new healthcare facilities that the construction of new facilities, or the expansion orrenovation of existing facilities, may become cost-prohibitive or extremely time-consuming. In addition, some states the acquisition of a facility being operated bya non-profit organization requires the approval of the state Attorney General.Our ability to acquire or construct new facilities or expand or provide new services at existing facilities would be adversely affected if we are unable to obtainthe necessary approvals, if there are changes in the standards applicable to those approvals, or if we experience delays and increased expenses associated withobtaining those approvals. We may not be able to obtain licensure, certificate of need approval, Medicaid certification, Attorney General approval or othernecessary approvals for future expansion projects. Conversely, the elimination or reduction of state regulations that limit the construction, expansion or renovationof new or existing facilities could result in increased competition to us or result in overbuilding of facilities in some of our markets. If overbuilding in the skillednursing industry in the markets in which we operate were to occur, it could reduce the occupancy rates of existing facilities and, in some cases, might reduce theprivate rates that we charge for our services.Changes in federal and state employment-related laws and regulations could increase our cost of doing business.Our operating subsidiaries are subject to a variety of federal and state employment-related laws and regulations, including, but not limited to, the U.S. FairLabor Standards Act which governs such matters as minimum wages, overtime and other working conditions, the Americans with Disabilities Act (ADA) andsimilar state laws that provide civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, theNational Labor Relations Act, regulations of the Equal Employment Opportunity Commission (EEOC), regulations of the Office of Civil Rights, regulations ofstate Attorneys General, family leave mandates and a variety of similar laws enacted by the federal and state governments that govern these and other employmentlaw matters. Because labor represents such a large portion of our operating costs, changes in federal and state employment-related laws and regulations couldincrease our cost of doing business.The compliance costs associated with these laws and evolving regulations could be substantial. For example, all of our affiliated facilities are required tocomply with the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial properties,” but generally requires thatbuildings be made accessible to people with disabilities. Compliance with ADA requirements could require removal of access barriers and non-compliance couldresult in imposition of government fines or an award of damages to private litigants. Further legislation may impose additional burdens or restrictions with respectto access by disabled persons. In addition, federal proposals to introduce a system of mandated health insurance and flexible work time and other similar initiativescould, if implemented, adversely affect our operations. We also may be subject to employee-related claims such as wrongful discharge, discrimination or violationof equal employment law. While we are insured for these types of claims, we could experience damages that are not covered by our insurance policies or thatexceed our insurance limits, and we may be required to pay such damages directly, which would negatively impact our cash flow from operations. Compliance with federal and state fair housing, fire, safety and other regulations may require us to make unanticipated expenditures, which could be costly tous.We must comply with the federal Fair Housing Act and similar state laws, which prohibit us from discriminating against individuals if it would cause suchindividuals to face barriers in gaining residency in any of our affiliated facilities. Additionally,44Table of Contentsthe Fair Housing Act and other similar state laws require that we advertise our services in such a way that we promote diversity and not limit it. We may berequired, among other things, to change our marketing techniques to comply with these requirements.In addition, we are required to operate our affiliated facilities in compliance with applicable fire and safety regulations, building codes and other land useregulations and food licensing or certification requirements as they may be adopted by governmental agencies and bodies from time to time. Like other healthcarefacilities, our affiliated skilled nursing facilities are subject to periodic surveys or inspections by governmental authorities to assess and assure compliance withregulatory requirements. Surveys occur on a regular (often annual or biannual) schedule, and special surveys may result from a specific complaint filed by apatient, a family member or one of our competitors. We may be required to make substantial capital expenditures to comply with these requirements.We depend largely upon reimbursement from third-party payors, and our revenue, financial condition and results of operations could be negatively impactedby any changes in the acuity mix of patients in our affiliated facilities as well as payor mix and payment methodologies.Our revenue is affected by the percentage of the patients of our operating subsidiaries who require a high level of skilled nursing and rehabilitative care,whom we refer to as high acuity patients, and by our mix of payment sources. Changes in the acuity level of patients we attract, as well as our payor mix amongMedicaid, Medicare, private payors and managed care companies, significantly affect our profitability because we generally receive higher reimbursement rates forhigh acuity patients and because the payors reimburse us at different rates. For the year ended December 31, 2016 , 67.8% of our revenue was provided bygovernment payors that reimburse us at predetermined rates. If our labor or other operating costs increase, we will be unable to recover such increased costs fromgovernment payors. Accordingly, if we fail to maintain our proportion of high acuity patients or if there is any significant increase in the percentage of the patientsof our operating subsidiaries for whom we receive Medicaid reimbursement, our results of operations may be adversely affected.Initiatives undertaken by major insurers and managed care companies to contain healthcare costs may adversely affect our business. Among other initiatives,these payors attempt to control healthcare costs by contracting with healthcare providers to obtain services on a discounted basis. We believe that this trend willcontinue and may limit reimbursements for healthcare services. If insurers or managed care companies from whom we receive substantial payments were to reducethe amounts they pay for services, we may lose patients if we choose not to renew our contracts with these insurers at lower rates.Compliance with state and federal employment, immigration, licensing and other laws could increase our cost of doing business.We have hired personnel, including skilled nurses and therapists, from outside the United States. If immigration laws are changed, or if new and morerestrictive government regulations proposed by the Department of Homeland Security are enacted, our access to qualified and skilled personnel may be limited.We operate in at least one state that requires us to verify employment eligibility using procedures and standards that exceed those required under federal FormI-9 and the statutes and regulations related thereto. Proposed federal regulations would extend similar requirements to all of the states in which our affiliatedfacilities operate. To the extent that such proposed regulations or similar measures become effective, and we are required by state or federal authorities to verifywork authorization or legal residence for current and prospective employees beyond existing Form I-9 requirements and other statutes and regulations currently ineffect, it may make it more difficult for us to recruit, hire and/or retain qualified employees, may increase our risk of non-compliance with state and federalemployment, immigration, licensing and other laws and regulations and could increase our cost of doing business.We are subject to litigation that could result in significant legal costs and large settlement amounts or damage awards.The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents of our operating subsidiaries and theservices we provide. We and others in our industry are subject to a large and increasing number of claims and lawsuits, including professional liability claims,alleging that our services have resulted in personal injury, elder abuse, wrongful death or other related claims. The defense of these lawsuits has in the past, andmay in the future, result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. Plaintiffs tend to sueevery healthcare provider who may have been involved in the patient's care and, accordingly, we respond to multiple lawsuits and claims every year.In addition, plaintiffs' attorneys have become increasingly more aggressive in their pursuit of claims against healthcare providers, including skilled nursingproviders and other long-term care companies, and have employed a wide variety of advertising and publicity strategies. Among other things, these strategiesinclude establishing their own Internet websites, paying for premium45Table of Contentsadvertising space on other websites, paying Internet search engines to optimize their plaintiff solicitation advertising so that it appears in advantageous positions onInternet search results, including results from searches for our company and affiliated facilities, using newspaper, magazine and television ads targeted at customersof the healthcare industry generally, as well as at customers of specific providers, including us. From time to time, law firms claiming to specialize in long-termcare litigation have named us, our affiliated facilities and other specific healthcare providers and facilities in their advertising and solicitation materials. Theseadvertising and solicitation activities could result in more claims and litigation, which could increase our liability exposure and legal expenses, divert the time andattention of the personnel of our operating subsidiaries from day-to-day business operations, and materially and adversely affect our financial condition and resultsof operations. Furthermore, to the extent the frequency and/or severity of losses from such claims and suits increases, our liability insurance premiums couldincrease and/or available insurance coverage levels could decline, which could materially and adversely affect our financial condition and results of operations.Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and we are routinelysubjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skillednursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain stateand federal healthcare programs; it may also subject the facility to a notice of deficiency, a citation, civil monetary penalty, or litigation. These class-action“staffing” suits have the potential to result in large jury verdicts and settlements, and have become more prevalent in the wake of a previous substantial jury awardagainst one of our competitors. We expect the plaintiff's bar to continue to be aggressive in their pursuit of these staffing and similar claims.We have in the past been subject to class action litigation involving claims of violations of various regulatory requirements. While we have been able to settlethese claims without a material ongoing adverse effect on our business, future claims could be brought that may materially affect our business, financial conditionand results of operations. Other claims and suits, including class actions, continue to be filed against us and other companies in our industry. For example, there hasbeen an increase in the number of wage and hour class action claims filed in several of the jurisdictions where we are present. Allegations typically include claimedfailures to permit or properly compensate for meal and rest periods, or failure to pay for time worked. If there were a significant increase in the number of theseclaims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could have a material adverse effect to our business,financial condition, results of operations and cash flows. In addition, we contract with a variety of landlords, lenders, vendors, suppliers, consultants and otherindividuals and businesses. These contracts typically contain covenants and default provisions. If the other party to one or more of our contracts were to allege thatwe have violated the contract terms, we could be subject to civil liabilities which could have a material adverse effect on our financial condition and results ofoperations.Were litigation to be instituted against one or more of our subsidiaries, a successful plaintiff might attempt to hold us or another subsidiary liable for thealleged wrongdoing of the subsidiary principally targeted by the litigation. If a court in such litigation decided to disregard the corporate form, the resultingjudgment could increase our liability and adversely affect our financial condition and results of operations.On February 26, 2009, Congress reintroduced the Fairness in Nursing Home Arbitration Act of 2009. After failing to be enacted into law in the 110thCongress in 2008, the Fairness in Nursing Home Arbitration Act of 2009 was introduced in the 111th Congress and referred to the House and Senate judiciarycommittees in March 2009. The 111th Congress did not pass the bill and therefore has been cleared from the present agenda. This bill was reintroduced in the112th Congress as the Fairness in Nursing Home Arbitration Act of 2012, and was referred to the House Judiciary committee. If enacted, this bill would require,among other things, that agreements to arbitrate nursing home disputes be made after the dispute has arisen rather than before prospective patients move in, toprevent nursing home operators and prospective patients from mutually entering into a pre-admission pre-dispute arbitration agreement. We use arbitrationagreements, which have generally been favored by the courts, to streamline the dispute resolution process and reduce our exposure to legal fees and excessive juryawards. If we are not able to secure pre-admission arbitration agreements, our litigation exposure and costs of defense in patient liability actions could increase, ourliability insurance premiums could increase, and our business may be adversely affected.The U.S. Department of Justice has conducted an investigation into the billing and reimbursement processes of some of our operating subsidiaries, whichcould adversely affect our operations and financial condition.In October 2013, we entered into the Settlement Agreement with the DOJ pertaining to an investigation of certain of our operating subsidiaries. Pursuant tothe Settlement Agreement, we made a single lump-sum remittance to the government in the amount of $48.0 million in October 2013. We have denied engaging inany illegal conduct, and have agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and to avoid the uncertaintyand expense of protracted litigation.46Table of ContentsIn connection with the settlement and effective as of October 1, 2013, we entered into a five-year corporate integrity agreement (the CIA) with the Office ofInspector General-HHS. The CIA acknowledges the existence of our current compliance program, which is in accord with the Office of the Inspector General(OIG)’s guidance related to an effective compliance program, and requires that we continue during the term of the CIA to maintain said compliance programdesigned to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs. We arealso required to notify the Office of Inspector General-HHS in writing, of, among other things: (i) any ongoing government investigation or legal proceedinginvolving an allegation that we have committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider aprobable violation of applicable criminal, civil, or administrative laws related to compliance with federal healthcare programs; and (iii) any change in location, sale,closing, purchase, or establishment of a new business unit or location related to items or services that may be reimbursed by Federal health care programs. We arealso required to retain an Independent Review Organization (IRO) to review certain clinical documentation annually for the term of the CIA. Our participation in federal healthcare programs is not currently affected by the Settlement Agreement or the CIA. In the event of an uncured material breachof the CIA, we could be excluded from participation in federal healthcare programs and/or subject to prosecution.If any additional litigation were to proceed in the future, and we are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligationsunder federal Medicare statutes, the federal False Claims Act, or similar state and federal statutes and related regulations, our business, financial condition andresults of operations and cash flows could be materially and adversely affected and our stock price could be adversely impacted. Among other things, anysettlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include our assumption of specificprocedural and financial obligations going forward under a corporate integrity agreement and/or other arrangement with the government.We conduct regular internal investigations into the care delivery, recordkeeping and billing processes of our operating subsidiaries. These reviews sometimesdetect instances of noncompliance which we attempt to correct, which can decrease our revenue.As an operator of healthcare facilities, we have a program to help us comply with various requirements of federal and private healthcare programs. Ourcompliance program includes, among other things, (1) policies and procedures modeled after applicable laws, regulations, government manuals and industrypractices and customs that govern the clinical, reimbursement and operational aspects of our subsidiaries, (2) training about our compliance process for all of theemployees of our operating subsidiaries, our directors and officers, and training about Medicare and Medicaid laws, fraud and abuse prevention, clinical standardsand practices, and claim submission and reimbursement policies and procedures for appropriate employees, and (3) internal controls that monitor, for example, theaccuracy of claims, reimbursement submissions, cost reports and source documents, provision of patient care, services, and supplies as required by applicablestandards and laws, accuracy of clinical assessment and treatment documentation, and implementation of judicial and regulatory requirements (i.e., backgroundchecks, licensing and training).From time to time our systems and controls highlight potential compliance issues, which we investigate as they arise. Historically, we have, and wouldcontinue to do so in the future, initiated internal inquiries into possible recordkeeping and related irregularities at our affiliated skilled nursing facilities, which weredetected by our internal compliance team in the course of its ongoing reviews.Through these internal inquiries, we have identified potential deficiencies in the assessment of and recordkeeping for small subsets of patients. We have alsoidentified and, at the conclusion of such investigations, assisted in implementing, targeted improvements in the assessment and recordkeeping practices to makethem consistent with the existing standards and policies applicable to our affiliated skilled nursing facilities in these areas. We continue to monitor the measuresimplemented for effectiveness, and perform follow-up reviews to ensure compliance. Consistent with healthcare industry accounting practices, we record anycharge for refunded payments against revenue in the period in which the claim adjustment becomes known.If additional reviews result in identification and quantification of additional amounts to be refunded, we would accrue additional liabilities for claim costs andinterest, and repay any amounts due in normal course. Furthermore, failure to refund overpayments within required time frames (as described in greater detailabove) could result in Federal False Claims Act (FCA) liability. If future investigations ultimately result in findings of significant billing and reimbursementnoncompliance which could require us to record significant additional provisions or remit payments, our business, financial condition and results of operationscould be materially and adversely affected and our stock price could decline.47Table of ContentsWe may be unable to complete future facility or business acquisitions at attractive prices or at all, which may adversely affect our revenue; we may also elect todispose of underperforming or non-strategic operating subsidiaries, which would also decrease our revenue.To date, our revenue growth has been significantly impacted by our acquisition of new facilities and businesses. Subject to general market conditions and theavailability of essential resources and leadership within our company, we continue to seek both single-and multi-facility acquisition and business acquisitionopportunities that are consistent with our geographic, financial and operating objectives.We face competition for the acquisition of facilities and businesses and expect this competition to increase. Based upon factors such as our ability to identifysuitable acquisition candidates, the purchase price of the facilities, prevailing market conditions, the availability of leadership to manage new facilities and our ownwillingness to take on new operations, the rate at which we have historically acquired facilities has fluctuated significantly. In the future, we anticipate the rate atwhich we may acquire facilities will continue to fluctuate, which may affect our revenue.We have also historically acquired a few facilities, either because they were included in larger, indivisible groups of facilities or under other circumstances,which were or have proven to be non-strategic or less desirable, and we may consider disposing of such facilities or exchanging them for facilities which are moredesirable. To the extent we dispose of such a facility without simultaneously acquiring a facility in exchange, our revenues might decrease.We may not be able to successfully integrate acquired facilities and businesses into our operations, and we may not achieve the benefits we expect from any ofour facility acquisitions.We may not be able to successfully or efficiently integrate new acquisitions with our existing operating subsidiaries, culture and systems. The process ofintegrating acquisitions into our existing operations may result in unforeseen operating difficulties, divert management's attention from existing operations, orrequire an unexpected commitment of staff and financial resources, and may ultimately be unsuccessful. Existing operations available for acquisition frequentlyserve or target different markets than those that we currently serve. We also may determine that renovations of acquired facilities and changes in staff and operatingmanagement personnel are necessary to successfully integrate those acquisitions into our existing operations. We may not be able to recover the costs incurred toreposition or renovate newly operating subsidiaries. The financial benefits we expect to realize from many of our acquisitions are largely dependent upon ourability to improve clinical performance, overcome regulatory deficiencies, rehabilitate or improve the reputation of the operations in the community, increase andmaintain occupancy, control costs, and in some cases change the patient acuity mix. If we are unable to accomplish any of these objectives at the operatingsubsidiaries we acquire, we will not realize the anticipated benefits and we may experience lower than anticipated profits, or even losses.During the year ended December 31, 2016 , we continued to expand our operations with the addition of 18 stand-alone skilled nursing operations, one post-acute care campus, six newly constructed post-acute care campuses, two home health agencies and five hospice agencies with a total of 2,799 operational skillednursing beds and 152 assisted living units. During the year ended December 31, 2015, we expanded our operations with the addition of 50 stand-alone skillednursing and assisted living operations, seven home health, hospice and home care operations and three urgent care centers with a total of 2,580 operational skillednursing beds and 2,013 assisted living units. This growth has placed and will continue to place significant demands on our current management resources. Ourability to manage our growth effectively and to successfully integrate new acquisitions into our existing business will require us to continue to expand ouroperational, financial and management information systems and to continue to retain, attract, train, motivate and manage key employees, including facility-levelleaders and our local directors of nursing. We may not be successful in attracting qualified individuals necessary for future acquisitions to be successful, and ourmanagement team may expend significant time and energy working to attract qualified personnel to manage facilities we may acquire in the future. Also, the newlyacquired facilities may require us to spend significant time improving services that have historically been substandard, and if we are unable to improve suchfacilities quickly enough, we may be subject to litigation and/or loss of licensure or certification. If we are not able to successfully overcome these and otherintegration challenges, we may not achieve the benefits we expect from any of our facility acquisitions, and our business may suffer.In undertaking acquisitions, we may be adversely impacted by costs, liabilities and regulatory issues that may adversely affect our operations.In undertaking acquisitions, we also may be adversely impacted by unforeseen liabilities attributable to the prior providers who operated those facilities,against whom we may have little or no recourse. Many facilities we have historically acquired were underperforming financially and had clinical and regulatoryissues prior to and at the time of acquisition. Even where we have improved operating subsidiaries and patient care at affiliated facilities that we have acquired, westill may face post-acquisition48Table of Contentsregulatory issues related to pre-acquisition events. These may include, without limitation, payment recoupment related to our predecessors' prior noncompliance,the imposition of fines, penalties, operational restrictions or special regulatory status. Further, we may incur post-acquisition compliance risk due to the difficultyor impossibility of immediately or quickly bringing non-compliant facilities into full compliance. Diligence materials pertaining to acquisition targets, especiallythe underperforming facilities that often represent the greatest opportunity for return, are often inadequate, inaccurate or impossible to obtain, sometimes requiringus to make acquisition decisions with incomplete information. Despite our due diligence procedures, facilities that we have acquired or may acquire in the futuremay generate unexpectedly low returns, may cause us to incur substantial losses, may require unexpected levels of management time, expenditures or otherresources, or may otherwise not meet a risk profile that our investors find acceptable. For example, in July of 2006 we acquired a facility that had a history ofintermittent noncompliance. Although the affiliated facility had already been surveyed once by the local state survey agency after being acquired by us, and thatsurvey would have met the heightened requirements of the special focus facility program, based upon the facility's compliance history prior to our acquisition, inJanuary 2008, state officials nevertheless recommended to CMS that the facility be placed on special focus facility status. In addition, in October of 2006, weacquired a facility which had a history of intermittent non-compliance. This affiliated facility was surveyed by the local state survey agency during the third quarterof 2008 and passed the heightened survey requirements of the special focus facility program. Both affiliated facilities have successfully graduated from the Centersfor Medicare and Medicaid Services' Special Focus program. We've had other affiliated facilities that have successfully graduated from the program. Otheraffiliated facilities may be identified for special focus status in the future.In addition, we might encounter unanticipated difficulties and expenditures relating to any of the acquired facilities, including contingent liabilities. Forexample, when we acquire a facility, we generally assume the facility's existing Medicare provider number for purposes of billing Medicare for services. If CMSlater determined that the prior owner of the facility had received overpayments from Medicare for the period of time during which it operated the facility, or hadincurred fines in connection with the operation of the facility, CMS could hold us liable for repayment of the overpayments or fines. If the prior operator is defunctor otherwise unable to reimburse us, we may be unable to recover these funds. We may be unable to improve every facility that we acquire. In addition, operationof these facilities may divert management time and attention from other operations and priorities, negatively impact cash flows, result in adverse or unanticipatedaccounting charges, or otherwise damage other areas of our company if they are not timely and adequately improved.We also incur regulatory risk in acquiring certain facilities due to the licensing, certification and other regulatory requirements affecting our right to operatethe acquired facilities. For example, in order to acquire facilities on a predictable schedule, or to acquire declining operations quickly to prevent further pre-acquisition declines, we frequently acquire such facilities prior to receiving license approval or provider certification. We operate such facilities as the interimmanager for the outgoing licensee, assuming financial responsibility, among other obligations for the facility. To the extent that we may be unable or delayed inobtaining a license, we may need to operate the facility under a management agreement from the prior operator. Any inability in obtaining consent from the prioroperator of a target acquisition to utilizing its license in this manner could impact our ability to acquire additional facilities. If we were subsequently deniedlicensure or certification for any reason, we might not realize the expected benefits of the acquisition and would likely incur unanticipated costs and otherchallenges which could cause our business to suffer.Termination of our patient admission agreements and the resulting vacancies in our affiliated facilities could cause revenue at our affiliated facilities todecline.Most state regulations governing skilled nursing and assisted living facilities require written patient admission agreements with each patient. Several of theseregulations also require that each patient have the right to terminate the patient agreement for any reason and without prior notice. Consistent with theseregulations, all of our skilled nursing patient agreements allow patients to terminate their agreements without notice, and all of our assisted living residentagreements allow patients to terminate their agreements upon thirty days' notice. Patients and residents terminate their agreements from time to time for a variety ofreasons, causing some fluctuations in our overall occupancy as patients and residents are admitted and discharged in normal course. If an unusual number ofpatients or residents elected to terminate their agreements within a short time, occupancy levels at our affiliated facilities could decline. As a result, beds may beunoccupied for a period of time, which would have a negative impact on our revenue, financial condition and results of operations.We face significant competition from other healthcare providers and may not be successful in attracting patients and residents to our affiliated facilities.The post-acute care industry is highly competitive, and we expect that our industry may become increasingly competitive in the future. Our affiliated skillednursing facilities compete primarily on a local and regional basis with many long-term care providers, from national and regional multi-facility providers that havesubstantially greater financial resources to small providers who operate a single nursing facility. We also compete with other skilled nursing and assisted livingfacilities, and with inpatient49Table of Contentsrehabilitation facilities, long-term acute care hospitals, home healthcare and other similar services and care alternatives. Increased competition could limit ourability to attract and retain patients, attract and retain skilled personnel, maintain or increase private pay and managed care rates or expand our business.We may not be successful in attracting patients to our operating subsidiaries, particularly Medicare, managed care, and private pay patients who generallycome to us at higher reimbursement rates. Some of our competitors have greater financial and other resources than us, may have greater brand recognition and maybe more established in their respective communities than we are. Competing companies may also offer newer facilities or different programs or services than we doand may thereby attract current or potential patients. Other competitors may have lower expenses or other competitive advantages, and, therefore, presentsignificant price competition for managed care and private pay patients. In addition, some of our competitors operate on a not-for-profit basis or as charitableorganizations and have the ability to finance capital expenditures on a tax-exempt basis or through the receipt of charitable contributions, neither of which areavailable to us.If we do not achieve and maintain competitive quality of care ratings from CMS and private organizations engaged in similar monitoring activities, or if thefrequency of CMS surveys and enforcement sanctions increases, our business may be negatively affected.CMS, as well as certain private organizations engaged in similar monitoring activities, provides comparative data available to the public on its web site, ratingevery skilled nursing facility operating in each state based upon quality-of-care indicators. These quality-of-care indicators include such measures as percentages ofpatients with infections, bedsores and unplanned weight loss. In addition, CMS has undertaken an initiative to increase Medicaid and Medicare survey andenforcement activities, to focus more survey and enforcement efforts on facilities with findings of substandard care or repeat violations of Medicaid and Medicarestandards, and to require state agencies to use enforcement sanctions and remedies more promptly when substandard care or repeat violations are identified. Wehave found a correlation between negative Medicaid and Medicare surveys and the incidence of professional liability litigation. From time to time, we experience ahigher than normal number of negative survey findings in some of our affiliated facilities.In December 2008, CMS introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare nursing homes moreeasily. The Five-Star Quality Rating System gives each nursing home a rating of between one and five stars in various categories. In cases of acquisitions, theprevious operator's clinical ratings are included in our overall Five-Star Quality Rating. The prior operator's results will impact our rating until we have sufficientclinical measurements subsequent to the acquisition date. If we are unable to achieve quality of care ratings that are comparable or superior to those of ourcompetitors, our ability to attract and retain patients could be adversely affected.On February 20, 2015, CMS modified the Five Star Quality Rating System for nursing homes to include the use of antipsychotics in calculating the starratings, modified calculations for staffing levels and reflect higher standards for nursing homes to achieve a high rating on the quality measure dimension. OnAugust 10, 2016, CMS modified the Five Star Quality Rating System for nursing homes to include five of the six new quality measures added April 27, 2016 to itsconsumer-based Nursing Home Compare website as part of an initiative to broaden the quality of information available on that site. They include the rate ofrehospitalization, emergency room use, community discharge, improvements in function, and independently worsened ability to move. Since the standards forperformance on quality measures are increasing, the number of our 4 and 5 star facilities could be reduced. In addition, CMS announced proposals to adopt newstandards that home health agencies must comply with in order to participate in the Medicare program, including the strengthening of patient rights andcommunication requirements that focus on patient well-being.If we are unable to obtain insurance, or if insurance becomes more costly for us to obtain, our business may be adversely affected.It may become more difficult and costly for us to obtain coverage for resident care liabilities and other risks, including property and casualty insurance. Forexample, the following circumstances may adversely affect our ability to obtain insurance at favorable rates:•we experience higher-than-expected professional liability, property and casualty, or other types of claims or losses;•we receive survey deficiencies or citations of higher-than-normal scope or severity;•we acquire especially troubled operations or facilities that present unattractive risks to current or prospective insurers;•insurers tighten underwriting standards applicable to us or our industry; or50Table of Contents•insurers or reinsurers are unable or unwilling to insure us or the industry at historical premiums and coverage levels.If any of these potential circumstances were to occur, our insurance carriers may require us to significantly increase our self-insured retention levels or paysubstantially higher premiums for the same or reduced coverage for insurance, including workers compensation, property and casualty, automobile, employmentpractices liability, directors and officers liability, employee healthcare and general and professional liability coverages. In some states, the law prohibits or limits insurance coverage for the risk of punitive damages arising from professional liability and general liability claims orlitigation. Coverage for punitive damages is also excluded under some insurance policies. As a result, we may be liable for punitive damage awards in these statesthat either are not covered or are in excess of our insurance policy limits. Claims against us, regardless of their merit or eventual outcome, also could inhibit ourability to attract patients or expand our business, and could require our management to devote time to matters unrelated to the day-to-day operation of our business.With few exceptions, workers' compensation and employee health insurance costs have also increased markedly in recent years. To partially offset theseincreases, we have increased the amounts of our self-insured retention (SIR) and deductibles in connection with general and professional liability claims. We alsohave implemented a self-insurance program for workers compensation in all states, except Washington and Texas, and elected non-subscriber status for workers'compensation in Texas. In Washington, the insurance coverage is financed through premiums paid by the employers and employees. If we are unable to obtaininsurance, or if insurance becomes more costly for us to obtain, or if the coverage levels we can economically obtain decline, our business may be adverselyaffected.Our self-insurance programs may expose us to significant and unexpected costs and losses.We have maintained general and professional liability insurance since 2002 and workers' compensation insurance since 2005 through a wholly-ownedsubsidiary insurance company, Standardbearer Insurance Company, Ltd. (Standardbearer), to insure our self-insurance reimbursements (SIR) and deductibles aspart of a continually evolving overall risk management strategy. We establish the insurance loss reserves based on an estimation process that uses informationobtained from both company-specific and industry data. The estimation process requires us to continuously monitor and evaluate the life cycle of the claims. Usingdata obtained from this monitoring and our assumptions about emerging trends, we, along with an independent actuary, develop information about the size ofultimate claims based on our historical experience and other available industry information. The most significant assumptions used in the estimation processinclude determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damages with respect to unpaidclaims. It is possible, however, that the actual liabilities may exceed our estimates of loss. We may also experience an unexpectedly large number of successfulclaims or claims that result in costs or liability significantly in excess of our projections. For these and other reasons, our self-insurance reserves could prove to beinadequate, resulting in liabilities in excess of our available insurance and self-insurance. If a successful claim is made against us and it is not covered by ourinsurance or exceeds the insurance policy limits, our business may be negatively and materially impacted.Further, because our SIR under our general and professional liability and workers compensation programs applies on a per claim basis, there is no limit to themaximum number of claims or the total amount for which we could incur liability in any policy period.In May 2006, we began self-insuring our employee health benefits. With respect to our health benefits self-insurance, our reserves and premiums arecomputed based on a mix of company specific and general industry data that is not specific to our own company. Even with a combination of limited company-specific loss data and general industry data, our loss reserves are based on actuarial estimates that may not correlate to actual loss experience in the future.Therefore, our reserves may prove to be insufficient and we may be exposed to significant and unexpected losses.The geographic concentration of our affiliated facilities could leave us vulnerable to an economic downturn, regulatory changes or acts of nature in thoseareas.Our affiliated facilities located in Arizona, California, and Texas account for the majority of our total revenue. As a result of this concentration, the conditionsof local economies, changes in governmental rules, regulations and reimbursement rates or criteria, changes in demographics, state funding, acts of nature andother factors that may result in a decrease in demand and/or reimbursement for skilled nursing services in these states could have a disproportionately adverseeffect on our revenue, costs and results of operations. Moreover, since 22.9% of our affiliated facilities are located in California, we are particularly susceptible torevenue loss, cost increase or damage caused by natural disasters such as fires, earthquakes or mudslides.51Table of ContentsIn addition, our affiliated facilities in Iowa, Nebraska, Kansas, South Carolina, Washington and Texas are more susceptible to revenue loss, cost increases ordamage caused by natural disasters including hurricanes, tornadoes and flooding. These acts of nature may cause disruption to us, the employees of our operatingsubsidiaries and our affiliated facilities, which could have an adverse impact on the patients of our operating subsidiaries and our business. In order to provide carefor the patients of our operating subsidiaries, we are dependent on consistent and reliable delivery of food, pharmaceuticals, utilities and other goods to ouraffiliated facilities, and the availability of employees to provide services at our affiliated facilities. If the delivery of goods or the ability of employees to reach ouraffiliated facilities were interrupted in any material respect due to a natural disaster or other reasons, it would have a significant impact on our affiliated facilitiesand our business. Furthermore, the impact, or impending threat, of a natural disaster may require that we evacuate one or more facilities, which would be costly andwould involve risks, including potentially fatal risks, for the patients. The impact of disasters and similar events is inherently uncertain. Such events could harm thepatients and employees of our operating subsidiaries, severely damage or destroy one or more of our affiliated facilities, harm our business, reputation and financialperformance, or otherwise cause our business to suffer in ways that we currently cannot predict.The actions of a national labor union that has pursued a negative publicity campaign criticizing our business in the past may adversely affect our revenue andour profitability.We continue to maintain our right to inform the employees of our operating subsidiaries about our views of the potential impact of unionization upon theworkplace generally and upon individual employees. With one exception, to our knowledge the staffs at our affiliated facilities that have been approached tounionize have uniformly rejected union organizing efforts. If employees decide to unionize, our cost of doing business could increase, and we could experiencecontract delays, difficulty in adapting to a changing regulatory and economic environment, cultural conflicts between unionized and non-unionized employees,strikes and work stoppages, and we may conclude that affected facilities or operations would be uneconomical to continue operating.The unwillingness on the part of both our management and staff to accede to union demands for “neutrality” and other concessions has resulted in a negativelabor campaign by at least one labor union, the Service Employees International Union. From 2002 to 2007, this union, and individuals and organizations alliedwith or sympathetic to this union actively prosecuted a negative retaliatory publicity action, also known as a “corporate campaign,” against us and filed, promotedor participated in multiple legal actions against us. The union's campaign asserted, among other allegations, poor treatment of patients, inferior clinical servicesprovided by the employees of our operating subsidiaries, poor treatment of the employees of our operating subsidiaries, and health code violations by our operatingsubsidiaries. In addition, the union has publicly mischaracterized actions taken by the DHS against us and our affiliated facilities. In numerous cases, the union'sallegations created the false impression that violations and other events that occurred at facilities prior to our acquisition of those facilities were caused by us. Sincea large component of our business involves acquiring underperforming and distressed facilities, and improving the quality of operations at these facilities, we mayhave been associated with the past poor performance of these facilities. To the extent this union or another elects to directly or indirectly prosecute a corporatecampaign against us or any of our affiliated facilities, our business could be negatively affected.The Service Employees International Union has issued in the past, and may again issue in the future, public statements alleging that we or other for-profitskilled nursing operators have engaged in unfair, questionable or illegal practices in various areas, including staffing, patient care, patient evaluation and treatment,billing and other areas and activities related to the industry and our operating subsidiaries. We continue to anticipate similar criticisms, charges and other negativepublicity from such sources on a regular basis, particularly in the current political environment and following the December 2010 OIG report entitled“Questionable Billing by Skilled Nursing Facilities," described above in " The Office of the Inspector General or other organizations may choose to more closelyscrutinize the billing practices of for-profit skilled nursing facilities, which could result in an increase in regulatory monitoring and oversight, decreasedreimbursement rates, or otherwise adversely affect our business, financial condition and results of operations ." Two of our affiliated facilities have been listed onthe report. Such reports provide unions and their allies with additional opportunities to make negative statements about, and to encourage regulators to seekinvestigatory and enforcement actions against, the industry in general and non-union operators like us specifically. Although we believe that our operations andbusiness practices substantially conform to applicable laws and regulations, we cannot predict the extent to which we might be subject to adverse publicity or callsfor increased regulatory scrutiny from union and union ally sources, or what effect, if any, such negative publicity would have on us, but to the extent they aresuccessful, our revenue may be reduced, our costs may be increased and our profitability and business could be adversely affected.This union has also in the past attempted to pressure hospitals, doctors, insurers and other healthcare providers and professionals to cease doing business withor referring patients to us. If this union or another union is successful in convincing the patients of our operating subsidiaries, their families or our referral sourcesto reduce or cease doing business with us, our revenue may be reduced and our profitability could be adversely affected. Additionally, if we are unable to attractand retain52Table of Contentsqualified staff due to negative public relations efforts by this or other union organizations, our quality of service and our revenue and profits could decline. Ourstrategy for responding to union allegations involves clear public disclosure of the union's identity, activities and agenda, and rebuttals to its negative campaign.Our ability to respond to unions, however, may be limited by some state laws, which purport to make it illegal for any recipient of state funds to promote ordeter union organizing. For example, such a state law passed by the California Legislature was successfully challenged on the grounds that it was preempted by theNational Labor Relations Act, only to have the challenge overturned by the Ninth Circuit in 2006 before being ultimately upheld by the United States SupremeCourt in 2008. In addition, proposed legislation making it more difficult for employees and their supervisors to educate co-workers and oppose unionization, suchas the proposed Employee Free Choice Act which would allow organizing on a single “card check” and without a secret ballot and similar changes to federal law,regulation and labor practice being advocated by unions and considered by Congress and the National Labor Relations Board, could make it more difficult tomaintain union-free workplaces in our affiliated facilities. Further, the expedited election rules adopted by the National Labor Relations Board took effect on April14, 2015 and make it far easier for unions to organize employees. These and similar laws have the potential to facilitate unionization procedures or hinderemployer responses thereto, which may hinder our ability to oppose unionization efforts and negatively affect our business.Because we lease substantially all of our affiliated facilities, we could experience risks associated with leased property, including risks relating to leasetermination, lease extensions and special charges, which could adversely affect our business, financial position or results of operations.As of December 31, 2016 , we leased 160 of our 210 affiliated facilities. Most of our leases are triple-net leases, which means that, in addition to rent, we arerequired to pay for the costs related to the property (including property taxes, insurance, and maintenance and repair costs). We are responsible for paying thesecosts notwithstanding the fact that some of the benefits associated with paying these costs accrue to the landlords as owners of the associated facilities.Each lease provides that the landlord may terminate the lease for a number of reasons, including, subject to applicable cure periods, the default in anypayment of rent, taxes or other payment obligations or the breach of any other covenant or agreement in the lease. Termination of a lease could result in a defaultunder our debt agreements and could adversely affect our business, financial position or results of operations. There can be no assurance that we will be able tocomply with all of our obligations under the leases in the future.In addition, if some of our leased affiliated facilities should prove to be unprofitable, we could remain obligated for lease payments and other obligationsunder the leases even if we decided to withdraw from those locations. We could incur special charges relating to the closing of such facilities including leasetermination costs, impairment charges and other special charges that would reduce our net income and could adversely affect our business, financial condition andresults of operations.Failure to generate sufficient cash flow to cover required payments or meet operating covenants under our long-term debt, mortgages and long-term operatingleases could result in defaults under such agreements and cross-defaults under other debt, mortgage or operating lease arrangements, which could harm ouroperating subsidiaries and cause us to lose facilities or experience foreclosures.We maintain a revolving credit facility with a lending consortium. As of December 31, 2016 , our operating subsidiaries had $270.1 million outstandingunder our credit facility. On February 5, 2016, we amended our existing revolving credit facility to increase our aggregate principal amount available to $250.0million. On July 19, 2016, we entered into the Second Amended Credit Facility to increase the aggregate principal amount up to $450.0 million comprised of a$300.0 million revolving credit facility and a $150.0 million term loan. We also had other outstanding indebtedness of approximately $14.0 million as ofDecember 31, 2016 under HUD-insured loans and promissory note issued in connection with various acquisitions with maturity dates ranging from 2027 through2045.In addition, we had $1.8 billion of future operating lease obligations as of December 31, 2016 . We intend to continue financing our operating subsidiariesthrough mortgage financing, long-term operating leases and other types of financing, including borrowings under our lines of credit and future credit facilities wemay obtain.We may not generate sufficient cash flow from operations to cover required interest, principal and lease payments. In addition, our outstanding creditfacilities and mortgage loans contain restrictive covenants and require us to maintain or satisfy specified coverage tests on a consolidated basis and on a facility orfacilities basis. These restrictions and operating covenants include, among other things, requirements with respect to occupancy, debt service coverage, projectyield, net leverage ratios, minimum interest coverage ratios and minimum asset coverage ratios. These restrictions may interfere with our ability to obtainadditional53Table of Contentsadvances under existing credit facilities or to obtain new financing or to engage in other business activities, which may inhibit our ability to grow our business andincrease revenue.From time to time, the financial performance of one or more of our mortgaged facilities may not comply with the required operating covenants under theterms of the mortgage. Any non-payment, noncompliance or other default under our financing arrangements could, subject to cure provisions, cause the lender toforeclose upon the facility or facilities securing such indebtedness or, in the case of a lease, cause the lessor to terminate the lease, each with a consequent loss ofrevenue and asset value to us or a loss of property. Furthermore, in many cases, indebtedness is secured by both a mortgage on one or more facilities, and aguaranty by us. In the event of a default under one of these scenarios, the lender could avoid judicial procedures required to foreclose on real property by declaringall amounts outstanding under the guaranty immediately due and payable, and requiring us to fulfill our obligations to make such payments. If any of thesescenarios were to occur, our financial condition would be adversely affected. For tax purposes, a foreclosure on any of our properties would be treated as a sale ofthe property for a price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgageexceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which would negatively impactour earnings and cash position. Further, because our mortgages and operating leases generally contain cross-default and cross-collateralization provisions, a defaultby us related to one facility could affect a significant number of other facilities and their corresponding financing arrangements and operating leases.Because our term loans, promissory notes, bonds, mortgages and lease obligations are fixed expenses and secured by specific assets, and because ourrevolving loan obligations are secured by virtually all of our assets, if reimbursement rates, patient acuity mix or occupancy levels decline, or if for any reason weare unable to meet our loan or lease obligations, we may not be able to cover our costs and some or all of our assets may become at risk. Our ability to makepayments of principal and interest on our indebtedness and to make lease payments on our operating leases depends upon our future performance, which will besubject to general economic conditions, industry cycles and financial, business and other factors affecting our operating subsidiaries, many of which are beyond ourcontrol. If we are unable to generate sufficient cash flow from operations in the future to service our debt or to make lease payments on our operating leases, wemay be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sellselected assets, reduce or delay planned capital expenditures or delay or abandon desirable acquisitions. Such measures might not be sufficient to enable us toservice our debt or to make lease payments on our operating leases. The failure to make required payments on our debt or operating leases or the delay orabandonment of our planned growth strategy could result in an adverse effect on our future ability to generate revenue and sustain profitability. In addition, anysuch financing, refinancing or sale of assets might not be available on terms that are economically favorable to us, or at all.If we decide to expand our presence in the assisted living, home health or hospice industries, we would become subject to risks in a market in which we havelimited experience.The majority of our affiliated facilities have historically been skilled nursing facilities. If we decide to expand our presence in the assisted living, home healthand hospice industries or other relevant healthcare service, our existing overall business model would change and we would become subject to risks in a market inwhich we have limited experience. Although assisted living operating subsidiaries generally have lower costs and higher margins than skilled nursing, theytypically generate lower overall revenue than skilled nursing operating subsidiaries. In addition, assisted living revenue is derived primarily from private payors asopposed to government reimbursement. In most states, skilled nursing, assisted living, home health and hospice care are regulated by different agencies, and wehave less experience with the agencies that regulate assisted living, home health and hospice care. In general, we believe that assisted living is a more competitiveindustry than skilled nursing. If we decided to expand our presence in the assisted living, home health and hospice and urgent care, we might have to adjust part ofour existing business model, which could have an adverse effect on our business.If our referral sources fail to view us as an attractive skilled nursing provider, or if our referral sources otherwise refer fewer patients, our patient base maydecrease.We rely significantly on appropriate referrals from physicians, hospitals and other healthcare providers in the communities in which we deliver our services toattract appropriate residents and patients to our affiliated facilities. Our referral sources are not obligated to refer business to us and may refer business to otherhealthcare providers. We believe many of our referral sources refer business to us as a result of the quality of our patient care and our efforts to establish and builda relationship with our referral sources. If we lose, or fail to maintain, existing relationships with our referral resources, fail to develop new relationships, or if weare perceived by our referral sources as not providing high quality patient care, our occupancy rate and the quality of our patient mix could suffer. In addition, ifany of our referral sources have a reduction in patients whom they can refer due to a decrease in their business, our occupancy rate and the quality of our patientmix could suffer.54Table of ContentsOur systems are subject to security breaches and other cybersecurity incidents.Our business is dependent on the proper functioning and availability of our computer systems and networks. While we have taken steps to protect the safetyand security of our information systems and the patient health information and other data maintained within those systems, we cannot assure you that our safetyand security measures and disaster recovery plan will prevent damage, interruption or breach of our information systems and operations. Because the techniquesused to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect, we may be unable toanticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third partiesmay contain defects in design or manufacture or other problems that could unexpectedly compromise the security of our information systems. Unauthorized partiesmay attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud or other forms of deceiving ouremployees or contractors.On occasion, we have acquired additional information systems through our business acquisitions. We have upgraded and expanded our information systemcapabilities and have committed significant resources to maintain, protect, enhance existing systems and develop new systems to keep pace with continuingchanges in technology, evolving industry and regulatory standards, and changing customer preferences.We license certain third party software to support our operations and information systems. Our inability, or the inability of third party software providers, tocontinue to maintain and upgrade our information systems and software could disrupt or reduce the efficiency of our operations. In addition, costs and potentialproblems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existingsystems also could disrupt or reduce the efficiency of our operations.A cyber security attack or other incident that bypasses our information systems security could cause a security breach which may lead to a material disruptionto our information systems infrastructure or business and may involve a significant loss of business or patient health information. If a cyber security attack or otherunauthorized attempt to access our systems or facilities were to be successful, it could result in the theft, destructions, loss, misappropriation or release ofconfidential information or intellectual property, and could cause operational or business delays that may materially impact our ability to provide various healthcareservices. Any successful cyber security attack or other unauthorized attempt to access our systems or facilities also could result in negative publicity which coulddamage our reputation or brand with our patients, referral sources, payors or other third parties and could subject us to substantial penalties under HIPAA and otherfederal and state privacy laws, in addition to private litigation with those affected.Failure to maintain the security and functionality of our information systems and related software, or a failure to defend a cyber security attack or otherattempt to gain unauthorized access to our systems, facilities or patient health information could expose us to a number of adverse consequences, the vast majorityof which are not insurable, including but not limited to disruptions in our operations, regulatory and other civil and criminal penalties, fines, investigations andenforcement actions (including, but not limited to, those arising from the SEC, Federal Trade Commission, the OIG or state attorneys general), fines, privatelitigation with those affected by the data breach, loss of customers, disputes with payors and increased operating expense, which either individually or in theaggregate could have a material adverse effect on our business, financial position, results of operations and liquidity.We may need additional capital to fund our operating subsidiaries and finance our growth, and we may not be able to obtain it on terms acceptable to us, or atall, which may limit our ability to grow.Our ability to maintain and enhance our operating subsidiaries and equipment in a suitable condition to meet regulatory standards, operate efficiently andremain competitive in our markets requires us to commit substantial resources to continued investment in our affiliated facilities and equipment. We are sometimesmore aggressive than our competitors in capital spending to address issues that arise in connection with aging and obsolete facilities and equipment. In addition,continued expansion of our business through the acquisition of existing facilities, expansion of our existing facilities and construction of new facilities may requireadditional capital, particularly if we were to accelerate our acquisition and expansion plans. Financing may not be available to us or may be available to us only onterms that are not favorable. In addition, some of our outstanding indebtedness and long-term leases restrict, among other things, our ability to incur additionaldebt. If we are unable to raise additional funds or obtain additional funds on terms acceptable to us, we may have to delay or abandon some or all of our growthstrategies. Further, if additional funds are raised through the issuance of additional equity securities, the percentage ownership of our stockholders would bediluted. Any newly issued equity securities may have rights, preferences or privileges senior to those of our common stock.55Table of ContentsThe condition of the financial markets, including volatility and deterioration in the capital and credit markets, could limit the availability of debt and equityfinancing sources to fund the capital and liquidity requirements of our business, as well as, negatively impact or impair the value of our current portfolio ofcash, cash equivalents and investments, including U.S. Treasury securities and U.S.-backed investments.Financial markets experienced significant disruptions from 2008 through 2010. These disruptions impacted liquidity in the debt markets, making financingterms for borrowers less attractive and, in certain cases, significantly reducing the availability of certain types of debt financing. As a result of these marketconditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern aboutthe stability of the markets has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to borrowers.Further, our cash, cash equivalents and investments are held in a variety of interest-bearing instruments, including U.S. treasury securities. As a result of theuncertain domestic and global political, credit and financial market conditions, investments in these types of financial instruments pose risks arising from liquidityand credit concerns. Given that future deterioration in the U.S. and global credit and financial markets is a possibility, no assurance can be made that losses orsignificant deterioration in the fair value of our cash, cash equivalents, or investments will not occur. Uncertainty surrounding the trading market for U.S.government securities or impairment of the U.S. government's ability to satisfy its obligations under such treasury securities could impact the liquidity or valuationof our current portfolio of cash, cash equivalents, and investments, a substantial portion of which were invested in U.S. treasury securities. Further, unless and untilthe current U.S. and global political, credit and financial market crisis has been sufficiently resolved, it may be difficult for us to liquidate our investments prior totheir maturity without incurring a loss, which would have a material adverse effect on our consolidated financial position, results of operations or cash flows.Though we anticipate that the cash amounts generated internally, together with amounts available under the revolving credit facility portion of the CreditFacility, will be sufficient to implement our business plan for the foreseeable future, we may need additional capital if a substantial acquisition or other growthopportunity becomes available or if unexpected events occur or opportunities arise. We cannot assure you that additional capital will be available or available onterms favorable to us. If capital is not available, we may not be able to fund internal or external business expansion or respond to competitive pressures or othermarket conditions.Delays in reimbursement may cause liquidity problems.If we experience problems with our billing information systems or if issues arise with Medicare, Medicaid or other payors, we may encounter delays in ourpayment cycle. From time to time, we have experienced such delays as a result of government payors instituting planned reimbursement delays for budgetbalancing purposes or as a result of prepayment reviews. For example, in January 2009, the State of California announced expected cash shortages in Februarywhich impacted payments to Medi-Cal providers from late March through April. Medi-Cal had also delayed the release of the reimbursement rates which wereannounced in January 2010. These rate increases were put in place on a retrospective basis, effective August 1, 2009.Further, on March 24, 2011, the governor of California signed Assembly Bill 97 (AB 97), the budget trailer bill on health, into law. AB 97 outlinessignificant cuts to state health and human services programs. Specifically, the law reduced provider payments by 10% for physicians, pharmacies, clinics, medicaltransportation, certain hospitals, home health, and nursing facilities. AB X1 19 Long Term Care was subsequently approved by the governor on June 28, 2011.Federal approval was obtained on October 27, 2011. AB X1 19 limited the 10% payment reduction to skilled-nursing providers to 14 months for the servicesprovided on June 1, 2011 through July 31, 2012. The 10% reduction in provider payments was repaid by December 31, 2012. There can be no assurance thatsimilar delays or reductions in our payment cycle of provider payments will not lead to material adverse consequences in the future.Compliance with the regulations of the Department of Housing and Urban Development may require us to make unanticipated expenditures which couldincrease our costs.Two of our affiliated facilities are currently subject to regulatory agreements with the Department of Housing and Urban Development (HUD) that give theCommissioner of HUD broad authority to require us to be replaced as the operator of those facilities in the event that the Commissioner determines there areoperational deficiencies at such facilities under HUD regulations. In 2006, one of our HUD-insured mortgaged facilities did not pass its HUD inspection. Followingan unsuccessful appeal of the decision, we requested a re-inspection. The re-inspection occurred in the fourth quarter of 2009 and the facility passed its HUD re-inspection. Compliance with HUD's requirements can often be difficult because these requirements are not always consistent with the requirements of other federaland state agencies. Appealing a failed inspection can be costly and time-consuming and, if we do not successfully remediate the failed inspection, we could beprecluded from obtaining HUD financing in the future or we56Table of Contentsmay encounter limitations or prohibitions on our operation of HUD-insured facilities. This facility was transferred to CareTrust as part of the Spin-Off.Failure to comply with existing environmental laws could result in increased expenditures, litigation and potential loss to our business and in our asset value.Our operating subsidiaries are subject to regulations under various federal, state and local environmental laws, primarily those relating to the handling,storage, transportation, treatment and disposal of medical waste; the identification and warning of the presence of asbestos-containing materials in buildings, aswell as the encapsulation or removal of such materials; and the presence of other substances in the indoor environment.Our affiliated facilities generate infectious or other hazardous medical waste due to the illness or physical condition of the patients. Each of our affiliatedfacilities has an agreement with a waste management company for the proper disposal of all infectious medical waste, but the use of a waste management companydoes not immunize us from alleged violations of such laws for operating subsidiaries for which we are responsible even if carried out by a third party, nor does itimmunize us from third-party claims for the cost to cleanup disposal sites at which such wastes have been disposed.Some of the affiliated facilities we lease, own or may acquire may have asbestos-containing materials. Federal regulations require building owners and thoseexercising control over a building's management to identify and warn their employees and other employers operating in the building of potential hazards posed byworkplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. Significant fines can be assessed forviolation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injurylawsuits. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and disposal of asbestos-containing materialsand potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of abuilding. Such laws may impose liability for improper handling or a release into the environment of asbestos containing materials and potential asbestos-containingmaterials and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper workexposure associated with asbestos-containing materials and potential asbestos-containing materials. The presence of asbestos-containing materials, or the failure toproperly dispose of or remediate such materials, also may adversely affect our ability to attract and retain patients and staff, to borrow when using such property ascollateral or to make improvements to such property.The presence of mold, lead-based paint, underground storage tanks, contaminants in drinking water, radon and/or other substances at any of the affiliatedfacilities we lease, own or may acquire may lead to the incurrence of costs for remediation, mitigation or the implementation of an operations and maintenance planand may result in third party litigation for personal injury or property damage. Furthermore, in some circumstances, areas affected by mold may be unusable forperiods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a facility toretain or attract patients and staff and could adversely affect a facility's market value and ultimately could lead to the temporary or permanent closure of the facility.If we fail to comply with applicable environmental laws, we would face increased expenditures in terms of fines and remediation of the underlying problems,potential litigation relating to exposure to such materials, and a potential decrease in value to our business and in the value of our underlying assets.In addition, because environmental laws vary from state to state, expansion of our operating subsidiaries to states where we do not currently operate maysubject us to additional restrictions in the manner in which we operate our affiliated facilities.If we fail to safeguard the monies held in our patient trust funds, we will be required to reimburse such monies, and we may be subject to citations, fines andpenalties.Each of our affiliated facilities is required by federal law to maintain a patient trust fund to safeguard certain assets of their residents and patients. If anymoney held in a patient trust fund is misappropriated, we are required to reimburse the patient trust fund for the amount of money that was misappropriated. If anymonies held in our patient trust funds are misappropriated in the future and are unrecoverable, we will be required to reimburse such monies, and we may besubject to citations, fines and penalties pursuant to federal and state laws.We are a holding company with no operations and rely upon our multiple independent operating subsidiaries to provide us with the funds necessary to meetour financial obligations. Liabilities of any one or more of our subsidiaries could be imposed upon us or our other subsidiaries.57Table of ContentsWe are a holding company with no direct operating assets, employees or revenues. Each of our affiliated facilities is operated through a separate, wholly-owned, independent subsidiary, which has its own management, employees and assets. Our principal assets are the equity interests we directly or indirectly hold inour multiple operating and real estate holding subsidiaries. As a result, we are dependent upon distributions from our subsidiaries to generate the funds necessary tomeet our financial obligations and pay dividends. Our subsidiaries are legally distinct from us and have no obligation to make funds available to us. The ability ofour subsidiaries to make distributions to us will depend substantially on their respective operating results and will be subject to restrictions under, among otherthings, the laws of their jurisdiction of organization, which may limit the amount of funds available for distribution to investors or shareholders, agreements ofthose subsidiaries, the terms of our financing arrangements and the terms of any future financing arrangements of our subsidiaries.Changes in federal and state income tax laws and regulations could adversely affect our provision for income taxes and estimated income tax liabilities.We are subject to both state and federal income taxes. Our effective tax rate could be adversely affected by changes in the mix of earnings in states withdifferent statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations, changes in our interpretations of taxlaws, including pending tax law changes. In addition, in certain cases more than one state in which we operate has indicated an intent to attempt to tax the sameassets and activities, which could result in double taxation if successful. Unanticipated changes in our tax rates or exposure to additional income tax liabilities couldaffect our profitability.We are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other local, state and foreign tax authorities. Weregularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our estimated income tax liabilities. The outcomes fromthese continuous examinations could adversely affect our provision for income taxes and estimated income tax liabilities.If the Spin-Off were to fail to qualify as a tax-free transaction for U.S. federal income tax purposes, we could be subject to significant tax liabilities and, incertain circumstances, we could be required to indemnify CareTrust for material taxes pursuant to indemnification obligations under the Tax MattersAgreement that we entered into with CareTrust.We received a private letter ruling from the Internal Revenue Services (IRS), which provides substantially to the effect that, on the basis of certain factspresented and representations and assumptions set forth in the request submitted to the IRS, the Spin-Off will qualify as tax-free under Sections 368(a)(1)(D) and355 of the Internal Revenue Code (the IRS Ruling). The IRS Ruling does not address certain requirements for tax-free treatment of the Spin-Off under Section 355of the Code, and we received tax opinions from our tax advisor and counsel, substantially to the effect that, with respect to such requirements on which the IRS willnot rule, such requirements have been satisfied. The IRS Ruling, and the tax opinions that we received from our tax advisor and counsel, rely on, among otherthings, certain facts, representations, assumptions and undertakings, including those relating to the past and future conduct of our and CareTrust’s businesses, andthe IRS Ruling and the tax opinions would not be valid if such facts, representations, assumptions and undertakings were incorrect in any material respect.Notwithstanding the IRS Ruling and the tax opinions, the IRS could determine the Spin-Off should be treated as a taxable transaction for U.S. federal income taxpurposes if it determines any of the facts, representations, assumptions or undertakings that were included in the request for the IRS Ruling are false or have beenviolated or if it disagrees with the conclusions in the opinions that are not covered by the IRS Ruling.If the Spin-Off ultimately is determined to be taxable, we would recognize taxable gain in an amount equal to the excess, if any, of the fair market value ofthe shares of CareTrust common stock held by us on the distribution date over our tax basis in such shares. Such taxable gain and resulting tax liability would besubstantial.In addition, under the terms of the Tax Matters Agreement that we entered into with CareTrust in connection with the Spin-Off, we generally are responsiblefor any taxes imposed on CareTrust that arise from the failure of the Spin-Off to qualify as tax-free for U.S. federal income tax purposes, within the meaning ofSections 368(a)(1)(D) and 355 of the Code, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, assetsor business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS inconnection with the request for the IRS Ruling or the representation letter provided in connection with the tax opinion relating to the Spin-Off. Our indemnificationobligations to CareTrust and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify CareTrust under thecircumstance set forth in the Tax Matters Agreement, we may be subject to substantial tax liabilities.In connection with the Spin-Off, CareTrust will indemnify us and we will indemnify CareTrust for certain liabilities. There can be no assurance that theindemnities from CareTrust will be sufficient to insure us against the full amount of such liabilities, or that CareTrust’s ability to satisfy its indemnificationobligation will not be impaired in the future.58Table of ContentsPursuant to the Separation and Distribution Agreement that we entered into with CareTrust in connection with the Spin-Off, the Tax Matters Agreement andother agreements we entered into in connection with the Spin-Off, CareTrust agreed to indemnify us for certain liabilities, and we agreed to indemnify CareTrustfor certain liabilities. However, third parties might seek to hold us responsible for liabilities that CareTrust agreed to retain under these agreements, and there canbe no assurance that CareTrust will be able to fully satisfy its indemnification obligations under these agreements. Moreover, even if we ultimately succeed inrecovering from CareTrust any amounts for which we are held liable to a third party, we may be temporarily required to bear these losses while seeking recoveryfrom CareTrust. In addition, indemnities that we may be required to provide to CareTrust could be significant and could adversely affect our business.Risks Related to Ownership of our Common StockWe may not be able to pay or maintain dividends and the failure to do so would adversely affect our stock price.Our ability to pay and maintain cash dividends is based on many factors, including our ability to make and finance acquisitions, our ability to negotiatefavorable lease and other contractual terms, anticipated operating cost levels, the level of demand for our beds, the rates we charge and actual results that may varysubstantially from estimates. Some of the factors are beyond our control and a change in any such factor could affect our ability to pay or maintain dividends. Inaddition, the revolving credit facility portion of the Credit Facility restricts our ability to pay dividends to stockholders if we receive notice that we are in defaultunder this agreement. The failure to pay or maintain dividends could adversely affect our stock price.The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stockmay fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our common stock will not fluctuate or declinesignificantly in the future. On some occasions in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities classaction litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us due to volatility in the market price of ourcommon stock, we could incur substantial costs defending or settling the lawsuit. Such a lawsuit could also divert the time and attention of our management fromour business.Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.In February 2015, we completed a common stock offering, issuing approximately 5.5 million shares at approximately $20.50 per share and used a portion ofthe net proceeds of the offering to pay off outstanding amounts under our credit facility.In the future, we may attempt to increase our capital resources by offering debt or additional equity securities, including commercial paper, medium-termnotes, senior or subordinated notes, preferred shares or shares of our common stock. Upon liquidation, holders of our debt securities and preferred shares, andlenders with respect to other borrowings, would receive a distribution of our available assets prior to any distribution to the holders of our common stock.Additional equity offerings may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock, or both.Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimatethe amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of ourcommon stock and diluting their shareholdings in us. We also intend to continue to actively pursue acquisitions of facilities and may issue shares of stock inconnection with these acquisitions.Any shares issued in connection with our acquisitions, the exercise of outstanding stock options or otherwise would dilute the holdings of the investors whopurchase our shares.Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could result in a restatement of our financialstatements, cause investors to lose confidence in our financial statements and our company and have a material adverse effect on our business and stock price.We produce our consolidated financial statements in accordance with the requirements of GAAP. Effective internal controls are necessary for us to providereliable financial reports to help mitigate the risk of fraud and to operate successfully as a publicly traded company. As a public company, we are required todocument and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, whichrequires annual management assessments of the effectiveness of our internal controls over financial reporting.59Table of ContentsTesting and maintaining internal controls can divert our management's attention from other matters that are important to our business. We may not be able toconclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 or our independent registered publicaccounting firm may not be able or willing to issue an unqualified report if we conclude that our internal controls over financial reporting are not effective. If eitherwe are unable to conclude that we have effective internal controls over financial reporting or our independent registered public accounting firm is unable to provideus with an unqualified report as required by Section 404, investors could lose confidence in our reported financial information and our company, which could resultin a decline in the market price of our common stock, and cause us to fail to meet our reporting obligations in the future, which in turn could impact our ability toraise additional financing if needed in the future.Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that could discourage transactionsresulting in a change in control, which may negatively affect the market price of our common stock.Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may enable our Board of Directors toresist a change in control. These provisions may discourage, delay or prevent a change in the ownership of our company or a change in our management, even ifdoing so might be beneficial to our stockholders. In addition, these provisions could limit the price that investors would be willing to pay in the future for shares ofour common stock. Such provisions set forth in our amended and restated certificate of incorporation or our amended and restated bylaws include:•our Board of Directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check”preferred stock, with rights senior to those of common stock;•advance notice requirements for stockholders to nominate individuals to serve on our Board of Directors or to submit proposals that can be acted upon atstockholder meetings;•our Board of Directors is classified so not all members of our board are elected at one time, which may make it more difficult for a person who acquirescontrol of a majority of our outstanding voting stock to replace our directors;•stockholder action by written consent is limited;•special meetings of the stockholders are permitted to be called only by the chairman of our Board of Directors, our chief executive officer or by a majorityof our Board of Directors;•stockholders are not permitted to cumulate their votes for the election of directors;•newly created directorships resulting from an increase in the authorized number of directors or vacancies on our Board of Directors are filled only bymajority vote of the remaining directors;•our Board of Directors is expressly authorized to make, alter or repeal our bylaws; and•stockholders are permitted to amend our bylaws only upon receiving the affirmative vote of at least a majority of our outstanding common stock.We are also subject to the anti-takeover provisions of Section 203 of the General Corporation Law of the State of Delaware. Under these provisions, ifanyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, whichcould discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, “interested stockholder”means, generally, someone owning more than 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstandingvoting stock during the past three years, subject to certain exceptions as described in Section 203.These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could discourageacquisition proposals and make it more difficult or expensive for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actionsthat are opposed by our then-current Board of Directors, including delaying or impeding a merger, tender offer or proxy contest involving us. Any delay orprevention of a change of control transaction or changes in our Board of Directors could cause the market price of our common stock to decline.60Table of ContentsItem 1B. Unresolved Staff CommentsNone.Item 2. PropertiesService Center. We currently lease 29,829 square feet of office space in Mission Viejo, California for our Service Center pursuant to a lease that expires inAugust 2019. We have two options to extend our lease term at this location for an additional five-year term for each option. In 2015, we expanded our informationtechnology department and entered into a lease of an office space of 4,972 square feet in Rancho Santa Margarita, California. The lease expires in July 31, 2019.We have two options to extend our lease term at this location for an additional five-year term for each option.Facilities. As of December 31, 2016 , we operated 210 affiliated facilities in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada,Oregon, South Carolina, Texas, Utah, Washington and Wisconsin, with the operational capacity to serve approximately 22,465 patients. As of December 31, 2016 ,we owned 50 of its 210 affiliated facilities and leased an additional 160 facilities through long-term lease arrangements, and had options to purchase nine of those160 facilities. We currently do not manage any facilities for third parties, except on a short-term basis pending receipt of new operating licenses by our operatingsubsidiaries.The following table provides summary information regarding the number of operational beds at our skilled nursing and assisted and independent livingfacilities at December 31, 2016 : CA TX AZ WI UT CO WA ID NE KS IA SC NV TotalNumber ofoperationalbeds/units Operationalskilled nursingbed4,1525,3063,0131381,50357284143241354229442692 17,724Assisted andindependentliving units7353341,2506801062829827330114831—212 4,450Leased without aPurchaseAgreement3,823 5,001 3,702 — 1,248 570 735 453 367 140 325 — 304 16,668PurchaseAgreement orLeased with aPurchase Option318 216 — — 60 125 — — — 379 — — — 1,098Owned746 423 561 818 301 159 204 252 347 171 — 426 — 4,40861Table of ContentsHome health and hospice agencies. As of December 31, 2016, we had 39 home health, and home care hospice agencies in Arizona, California, Colorado,Idaho, Iowa, Oregon, Texas, Utah and Washington.The following table provides summary information regarding the locations of our home health, home care and hospice agencies at December 31, 2016:State Home Health andHome Care Services Hospice Services Arizona 2 3 California (1) 5 3 Colorado 1 1 Idaho (1) 3 3 Iowa 1 1 Texas 2 3 Oregon 1 1 Utah (1) 3 3 Washington (1) 2 1 Total 20 19 (1)Including a home health and a hospice agency that are located in the same locationIn 2016, we completed the sale of our urgent care centers for an aggregate sale price of $41.5 million . As a result of the sale, we recognized a pretax gain of$19.2 million , which is included in operating income. As of December 31, 2016, we no longer owned or operated urgent care centers.Item 3. Legal ProceedingsRegulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject tointerpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation and failure to comply can result insignificant regulatory action including fines, penalties, and exclusion from certain governmental programs. We believe that we are in compliance in all materialrespects with all applicable laws and regulations.Cost-Containment Measures — Both government and private pay sources have instituted cost-containment measures designed to limit payments made toproviders of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect us.Indemnities — From time to time, we enter into certain types of contracts that contingently require us to indemnify parties against third-party claims. Thesecontracts primarily include (i) certain real estate leases, under which we may be required to indemnify property owners or prior facility operators for post-transferenvironmental or other liabilities and other claims arising from our use of the applicable premises, (ii) operations transfer agreements, in which we agree toindemnify past operators of facilities we acquire against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer,(iii) certain lending agreements, under which we may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with ourofficers, directors and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationships. Theterms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts underthese contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have beenrecorded for these obligations on our balance sheets for any of the periods presented.Litigation — We are party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of business,including claims that services provided to patients have resulted in injury or death and claims related to employment and commercial matters. Although we intendto vigorously defend ourselves in response to these claims, there can be no assurance that the outcomes of these matters will not have a material adverse effect onour results of operations and financial condition. In certain states in which we have or have had operations, insurance coverage for the risk of punitive damagesarising from general and professional liability litigation may not be available due to state law public policy prohibitions. There can be no assurance that we will notbe liable for punitive damages awarded in litigation arising in states for which punitive damage insurance coverage is not available.62Table of ContentsThe skilled nursing and post-acute care industry is extremely regulated. As such, in the ordinary course of business, we are continuously subject to state andfederal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys,some of which are non-routine. In addition to being subject to direct regulatory oversight of state and federal regulatory agencies, the skilled nursing and post-acutecare industry is also subject to regulatory requirements, which could subject us to civil, administrative or criminal fines, penalties or restitutionary relief, andreimbursement authorities could also seek the suspension or exclusion of the provider or individual from participation in their program. We believe that there hasbeen, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, aswell as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations,whether currently asserted or arising in the future, could have a material adverse effect on our financial position, results of operations and cash flows.In addition to the potential lawsuits and claims described above, we are also subject to potential lawsuits under the Federal False Claims Act and comparablestate laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis forexclusion from federally-funded healthcare programs. Such exclusions could have a correlative negative impact on our financial performance. Some states,including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, we could face increased scrutiny, potential liabilityand legal expenses and costs based on claims under state false claims acts in markets in which it does business.In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) of 2009 which made significant changes to the Federal False Claims Act(FCA), expanding the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significantpenalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly andimproperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. Thegovernment can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. Inaddition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus,there is generally no need for an employment relationship in order to qualify for protection against retaliation for whistleblowing.Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and we are routinelysubjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skillednursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain stateand federal healthcare programs; it may also subject the facility to a notice of deficiency, a citation, a civil money penalty, or litigation. These class-action“staffing” suits have the potential to result in large jury verdicts and settlements, and have become more prevalent in the wake of a previous substantial jury awardagainst one of our competitors. We expect the plaintiffs' bar to continue to be aggressive in their pursuit of these staffing and similar claims.A class action staffing suit was previously filed against us and certain of our California subsidiaries in the State of California, alleging, among other things,violations of certain Health and Safety Code provisions and a violation of the Consumer Legal Remedies Act at certain of our California affiliated facilities. In2007, we settled this class action suit, and the settlement was approved by the affected class and the Court. A second such class action staffing suit was filed in LosAngeles in 2010 and was resolved in a settlement and Court approval in 2012. Neither of the referenced lawsuits or settlement had a material ongoing adverseeffect on our business, financial condition or results of operations.Other claims and suits, including class actions, continue to be filed against us and other companies in the industry. For example, we have been subjected to,and is currently involved in, class action litigation alleging violations of state and federal wage and hour law. If there were a significant increase in the number ofthese claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could materially adversely affect our business,financial condition, results of operations and cash flows.We have in the past been subject to class action litigation involving claims of violations of various regulatory requirements. While we have been able to settlethese claims without a material ongoing adverse effect on our business, future claims could be brought that may materially affect our business, financial conditionand results of operations. Other claims and suits, including class actions, continue to be filed against us and other companies in the industry. By way of recentexample, we defended a general/premise liability claim in San Luis Obispo, California, on behalf of an affiliated facility, involving an injury to a non-employee/contractor. We estimate that the settlement relative to this case will be approximately $2.1 million , which was recorded in the consolidated financialstatements during the year ended December 31, 2016 . Further, another one of the our independent operating63Table of Contentsentities was sued on allegations of professional negligence, which the claim was recently settled. We estimated that the costs associated with the settlement of thissecond matter will be approximately $2.8 million , which was recorded in the consolidated financial statements during the year ended December 31, 2016 . We donot expect that there will be any material ongoing adverse effect on our business, financial condition or results of operations in connection with the resolution ofthese matters.Medicare Revenue Recoupments — We are subject to reviews relating to Medicare services, billings and potential overpayments. During the year endedDecember 31, 2016 , eighteen of our operating subsidiaries have been subject to probe reviews, both pre- and post-payment. Twelve of these reviews havesuccessfully closed as of December 31, 2016. We anticipate that these probe reviews will increase in frequency in the future. If a facility fails a probe review andsubsequent re-probes, the facility could then be subject to extended pre-pay review or extrapolation of the identified error rate to all billing in the same time period.None of our operating subsidiaries are currently on extended prepayment review or subject to extrapolation, although that may occur in the future. As ofDecember 31, 2016 , we had six operating subsidiaries under probe review.U.S. Government Inquiry — In late 2006, we learned that we might be the subject of an on-going criminal and civil investigation by the DOJ. This wasconfirmed in March 2007. The investigation was prompted by a whistleblower complaint, and related primarily to claims submitted to the Medicare program forrehabilitation services provided at certain skilled nursing facilities in Southern California. We resolved and settled the matter for $48.0 million in 2013.In October 2013, we executed a final settlement agreement with the Government and we remitted full payment of $48.0 million . In addition, we executed acorporate integrity agreement with the Office of Inspector General HHS as part of the resolution.See additional description of our contingencies in Notes 16, Debt , 18, Leases and 20, Commitments and Contingencies inNotes to Consolidated Financial Statements.Item 4. Mine Safety DisclosuresNone.PART II.Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesAll share and per share amounts presented reflect a two-for-one stock split effected in December 2015.Market InformationOur common stock has been traded under the symbol “ENSG” on the NASDAQ Global Select Market since our initial public offering on November 8, 2007.Prior to that time, there was no public market for our common stock. The following table shows the high and low sale prices for the common stock as reported bythe NASDAQ Global Select Market for the periods indicated: High LowFiscal 2015 First Quarter$24.00 $20.21Second Quarter$26.94 $20.25Third Quarter$27.04 $20.99Fourth Quarter$25.10 $22.00Fiscal 2016 First Quarter$23.20 $17.60Second Quarter$23.86 $19.13Third Quarter$22.10 $17.87Fourth Quarter$23.18 $17.6064Table of ContentsDuring fiscal 2016, we declared aggregate cash dividends of $0.1625 per share of common stock, for a total of approximately $8.3 million . As ofFebruary 3, 2017 , there were approximately 224 holders of record of our common stock.Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act or the Exchange Act that might incorporate future filings,including this Annual Report on Form 10-K, in whole or in part, the Stock Performance Graph and supporting data which follows shall not be deemed to beincorporated by reference into any such filings except to the extent that we specifically incorporate any such information into any such future filings.The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31,2011 in (i) our common stock, (ii) the Skilled Nursing Facilities Peer Group 1 and (iii) the NASDAQ Market Index. Our stock price performance shown in thegraph below is not indicative of future stock price performance.COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*Among Ensign Group, the NASDAQ Composite Indexand a Peer Group*$100 invested on 12/31/11 in stock in index, including reinvestment of dividends.Fiscal year ending December 31. December 31, 201120122013201420152016The Ensign Group, Inc. $100.00$111.81$183.52$321.31$329.77$326.07NASDAQ Market Index$100.00$117.45$164.57$188.84$201.98$219.89Peer Group$100.00$119.99$149.19$211.16$190.53$211.67The current composition of the Skilled Nursing Facilities Peer Group 1, SIC Code 8051 is as follows:AdCare Health Systems, Inc., Diversicare Healthcare Services, Five Star Quality Care, Inc., National Healthcare Corporation, Genesis Healthcare, Inc., and TheEnsign Group, Inc.Dividend PolicyThe following table summarizes common stock dividends declared to shareholders during the two most recent fiscal years:65Table of Contents Dividend perShare AggregateDividend Declared (in thousands)2015 First Quarter$0.0375 $1,920Second Quarter$0.0375 $1,928Third Quarter$0.0375 $1,935Fourth Quarter$0.0400 $2,0712016 First Quarter$0.0400 $2,026Second Quarter$0.0400 $2,034Third Quarter$0.0400 $2,042Fourth Quarter$0.0425 $2,180 We do not have a formal dividend policy but we currently intend to continue to pay regular quarterly dividends to the holders of our common stock. From2002 to 2016, we paid aggregate annual dividends equal to approximately 5% to 18% of our net income, after adjusting for the charge related to the U.S.Government inquiry settlement of $33.0 million and $15.0 million in fiscal years ended December 31, 2013 and 2012, respectively. However, future dividends willcontinue to be at the discretion of our board of directors, and we may or may not continue to pay dividends at such rate. We expect that the payment of dividendswill depend on many factors, including our results of operations, financial condition and capital requirements, earnings, general business conditions, legalrestrictions on the payment of dividends and other factors the Board of Directors deems relevant. A portion of the proceeds received from CareTrust in connectionwith the Spin-Off was used to pay dividend payments in 2015. See Note 23, Spin-Off of Real Estate Assets Through a Real Estate Investment Trust in the Notes toConsolidated Financial Statements for additional information.The Credit Facility restricts our subsidiaries' and our ability to pay dividends to stockholders in excess of 20% of consolidated net income, or at all if wereceive notice that we are in default under the facility. In addition, we are a holding company with no direct operating assets, employees or revenues. As a result,we are dependent upon distributions from our independent operating subsidiaries to generate the funds necessary to meet our financial obligations and paydividends. It is possible that in certain quarters, we may pay dividends that exceed our net income for such period as calculated in accordance with GAAP.Issuer Repurchases of Equity SecuritiesCommon Stock Repurchase Program. On November 4, 2015 and February 9, 2016, we announced that its Board of Directors authorized two stockrepurchase programs, under which we may repurchase up to $15.0 million of our common stock under each program for a period of 12 months. Under theseprograms, we are authorized to repurchase our issued and outstanding common shares from time to time in open-market and privately negotiated transactions andblock trades in accordance with federal securities laws. During the first quarter of 2016, we repurchased 1.5 million shares of our common stock for a total of $30.0million and the repurchase programs expired upon the repurchase of the full authorized amount under the plans.66Table of ContentsItem 6. Selected Financial DataThe financial data set forth below should be read in connection with Part II, Item 7. Management's Discussion and Analysis of Financial Condition andResults of Operations and with our consolidated financial statements and related notes thereto: Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands, except per share data)Revenue$1,654,864 $1,341,826 $1,027,406 $904,556 $823,155Expense: Cost of services1,341,814 1,067,694 822,669 725,989 656,424Charge related to U.S. Government inquiry— — — 33,000 15,000Gain related to divestitures(11,225) — — — —Rent - cost of services124,581 88,776 48,488 13,613 13,281General and administrative expense69,165 64,163 56,895 40,103 31,819Depreciation and amortization38,682 28,111 26,430 33,909 28,358Total expenses1,563,017 1,248,744 954,482 846,614 744,882Income from operations91,847 93,082 72,924 57,942 78,273Other income (expense): Interest expense(7,136) (2,828) (12,976) (12,787) (12,229)Interest income1,107 845 594 506 255Other expense, net(6,029) (1,983) (12,382) (12,281) (11,974)Income before provision for income taxes85,818 91,099 60,542 45,661 66,299Provision for income taxes32,975 35,182 26,801 20,003 25,134Income from continuing operations52,843 55,917 33,741 25,658 41,165Loss from discontinued operations— — — (1,804) (1,357)Net income$52,843 $55,917 $33,741 $23,854 $39,808Less: net income (loss) attributable to noncontrolling interests2,853 485 (2,209) (186) (783)Net income attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950 $24,040 $40,591Amounts attributable to The Ensign Group, Inc.: Income from continuing operations attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950 $25,844 $41,948Loss from discontinued operations, net of income tax— — — (1,804) (1,357)Net income attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950 $24,040 $40,591Net income per share : Basic: Income from continuing operations attributable to The Ensign Group,Inc.$0.99 $1.10 $0.80 $0.59 $0.98Loss from discontinued operations (1)— — — (0.04) (0.03)Net income attributable to The Ensign Group, Inc.$0.99 $1.10 $0.80 $0.55 $0.95Diluted: Income from continuing operations attributable to The Ensign Group,Inc.$0.96 $1.06 $0.78 $0.58 $0.96Loss from discontinued operations (1)— — — (0.04) (0.03)Net income attributable to The Ensign Group, Inc.$0.96 $1.06 $0.78 $0.54 $0.93Weighted average common shares outstanding Basic50,555 50,316 44,682 43,800 42,858Diluted52,133 52,210 46,190 44,728 43,884(1) On March 25, 2013, the Company agreed to terms to sell DRX, a national urgent care franchise system for approximately $8,000, adjusted for certain assets and liabilities. The asset sale waseffective on April 15, 2013. The sale resulted in a pre-tax loss of $2,837 for the year ended December 31, 2013. The assets acquired at the initial purchase of DRX, including noncontrollinginterest, were recorded at fair value. The initial fair value was greater than total cash paid to acquire all interests in DRX and the subsequent sale price. The sale of DRX has been accounted foras discontinued operations.67Table of Contents December 31, 2016 2015 2014 2013 2012 (In thousands, except per share data)Consolidated Balance Sheet Data: Cash and cash equivalents$57,706 $41,569 $50,408 $65,755 $40,685Working capital121,934 115,104 83,209 98,540 46,252Total assets1,001,025 747,759 493,916 716,315 690,862Long-term debt, less current maturities275,486 99,051 68,279 251,895 200,505Equity460,495 426,985 257,803 357,257 327,884Cash dividends declared per common share$0.1625 $0.1525 $0.1425 $0.1325 $0.1225 Year Ended December 31, 2016 2015 2014 (In thousands)Other Non-GAAP Financial Data: EBITDA (1)127,676 120,708 101,563Adjusted EBITDA (1)(2)150,098 135,248 112,829EBITDAR (1)252,257 209,484 150,051Adjusted EBITDAR (1)(2)262,194 221,278 159,376______________________(1)EBITDA, EBITDAR, Adjusted EBITDA and Adjusted EBITDAR are supplemental non-GAAP financial measures. Regulation G, Conditions for Use ofNon-GAAP Financial Measures , and other provisions of the Exchange Act define and prescribe the conditions for use of certain non-GAAP financialinformation. We calculate EBITDA as net income from continuing operations, adjusted for net losses attributable to noncontrolling interest, before(a) interest expense, net, (b) provision for income taxes, and (c) depreciation and amortization. We calculate EBITDAR by adjusting EBITDA to excluderent—cost of services. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP.These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures. These non-GAAP financial measures reflectan additional way of viewing aspects of our operations that, when viewed with our GAAP results and the accompanying reconciliations to correspondingGAAP financial measures, provide a more complete understanding of factors and trends affecting our business.We believe EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR are useful to investors and other external users of our financial statements inevaluating our operating performance because:•they are widely used by investors and analysts in our industry as a supplemental measure to evaluate the overall operating performance of companies inour industry without regard to items such as interest expense, net and depreciation and amortization, which can vary substantially from company tocompany depending on the book value of assets, capital structure and the method by which assets were acquired; and•they help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure and asset basefrom our operating results.We use EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR:•as measurements of our operating performance to assist us in comparing our operating performance on a consistent basis;•to allocate resources to enhance the financial performance of our business;•to evaluate the effectiveness of our operational strategies; and•to compare our operating performance to that of our competitors.We typically use EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR to compare the operating performance of each operation. EBITDA andEBITDAR are useful in this regard because they do not include such costs as net interest expense, income taxes, depreciation and amortization expense, and, withrespect to EBITDAR, rent — cost of services, which may vary from period-to-period depending upon various factors, including the method used to financeoperations, the amount of debt that we have incurred, whether an operation is owned or leased, the date of acquisition of a facility or business, and the tax law ofthe68Table of Contentsstate in which a business unit operates. As a result, we believe that the use of EBITDA and EBITDAR provide a meaningful and consistent comparison of ourbusiness between periods by eliminating certain items required by GAAP.We also establish compensation programs and bonuses for our leaders that are partially based upon the achievement of Adjusted EBITDAR targets.Despite the importance of these measures in analyzing our underlying business, designing incentive compensation and for our goal setting, EBITDA,Adjusted EBITDA, EBITDAR and Adjusted EBITDAR are non-GAAP financial measures that have no standardized meaning defined by GAAP. Therefore, ourEBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR measures have limitations as analytical tools, and they should not be considered in isolation, oras a substitute for analysis of our results as reported in accordance with GAAP. Some of these limitations are:•they do not reflect our current or future cash requirements for capital expenditures or contractual commitments;•they do not reflect changes in, or cash requirements for, our working capital needs;•they do not reflect the net interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;•they do not reflect any income tax payments we may be required to make;•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, andEBITDA and EBITDAR do not reflect any cash requirements for such replacements; and•other companies in our industry may calculate these measures differently than we do, which may limit their usefulness as comparative measures.We compensate for these limitations by using them only to supplement net income on a basis prepared in accordance with GAAP in order to provide a morecomplete understanding of the factors and trends affecting our business.Management strongly encourages investors to review our consolidated financial statements in their entirety and to not rely on any single financial measure.Because these non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAPfinancial measures having the same or similar names. For information about our financial results as reported in accordance with GAAP, see our consolidatedfinancial statements and related notes included elsewhere in this document.(2)Adjusted EBITDA is EBITDA adjusted for non-core business items, which for the reported periods includes, to the extent applicable:•legal costs and charges in connection with the DOJ settlement;•gain on the sale of urgent care centers;•results related to a closed facility and a facility not at full operation, including continued obligations and closing expenses;•share-based compensation expense;•Spin-Off charges including results at three independent living facilities transferred to CareTrust in connection with the Spin-Off transaction;•costs incurred for facilities currently being constructed and other start-up operations;•insurance reserves in connection with the settlement of claims;•settlement of a class action lawsuit regarding minimum staffing requirements in the State of California;•impairment charges;•results at our urgent care centers (including the portion related to non-controlling interest);•acquisition-related costs;•costs incurred related to new systems implementation;•professional service fees including costs incurred to recognize income tax credits; and•breakup fee, net of costs, received in connection with a public auction in which we were the priority bidderAdjusted EBITDAR is EBITDAR adjusted for the above noted non-core business items.69Table of ContentsThe table below reconciles net income to EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR for the periods presented: Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands)Consolidated statements of income data: Net income$52,843 $55,917 $33,741 $23,854 $39,808Less: net income (loss) attributable to noncontrolling interests2,853 485 (2,209) (186) (783)Loss from discontinued operations— — — 1,804 1,357Interest expense, net6,029 1,983 12,382 12,281 11,974Provision for income taxes32,975 35,182 26,801 20,003 25,134Depreciation and amortization38,682 28,111 26,430 33,909 28,358EBITDA$127,676$120,708$101,563 $92,037 $107,414Facility rent—cost of services124,581 88,776 48,488 13,613 13,281EBITDAR$252,257$209,484$150,051 $105,650 $120,695 EBITDA$127,676 $120,708 $101,563 $92,037 $107,414Legal costs and charges related to the U.S. Government inquiry(a)— — — 34,098 16,945Gain on sale of urgent care centers(b)(19,160) — — — —Results related to a closed facility and a facility not at full operation,including continued obligations and closing expenses(c)8,705 — — — —Share-based compensation expense(d)9,101 6,677 — — —Spin-Off charges including results at three independent living facilitiestransferred to CareTrust(e)— — 8,904 4,050 —Costs incurred for facilities currently being constructed and other start-upoperations(f)3,850 3,054 — 1,256 Insurance reserve in connection with the settlement of claims(g)4,924 — — — —Settlement of class action lawsuit(h)— — — 1,524 2,596Impairment of goodwill and other indefinite-lived intangibles(i)— — — 490 2,225Urgent care center losses (earnings)(j)267 (1,132) (389) 1,844 546Acquisition related costs(k)1,102 1,397 672 288 250Costs incurred related to new systems implementation and professionalservice fee(l)1,148 2,817 138 145 591Breakup fee, net of costs, received in connection with a public auction(m)— (1,019) — — —Rent related to items(c),(f) and (j) above12,485 2,746 1,941 1,009 860Adjusted EBITDA$150,098$135,248$112,829 $136,741 $131,427Rent—cost of services124,581 88,776 48,488 13,613 13,281Less: rent related to items(c),(f) and (j) above(12,485) (2,746) (1,941) (1,009) (860)Adjusted EBITDAR$262,194$221,278$159,376 $149,345 $143,848______________________(a)Legal costs and charges incurred in connection with the settlement of the investigation into the billing and reimbursement processes of some of our operating subsidiaries conductedby the DOJ.(b)Gain recognized related to the sale of urgent care centers during the year ended December 31, 2016.(c) Results related to a closed facility and a facility not at full operation during year ended December 31, 2016, including the fair value of a continued obligation liability under the leaseagreement and related closing expenses of $7.9 million for the year ended December 31, 2016.(d)Share-based compensation expense incurred during the years ended December 31, 2016 and 2015 . Adjusted EBITDA and EBITDAR for the years ended December 31, 2014, 2013,and 2012 did not include a non-GAAP adjustment related to share-based compensation expense of $5.2 million, $4.4 million and $4.7 million, respectively. If adjusted for share-basedcompensation expense, Adjusted EBITDA for the years ended December 31, 2014, 2013, and 2012 would have been $118.0 million, $141.1 million and $136.2 million, respectively,and Adjusted EBITDAR for the years ended December 31, 2014, 2013, and 2012 would have been $164.6 million, $153.7 million and $148.6 million, respectively.(e)Spin-Off charges including results at three independent living facilities transferred to CareTrust in connection with the Spin-Off transaction. The Company completed the Spin-Off in2014; as such, these charges did not occur in 2012. In addition, the results during years ended December 31, 201370Table of Contentsand 2012 did not include rent expense from CareTrust subsequent to the Spin-Off. See Note 23, Spin-Off of Real Estate Assets through a Real Estate Investment Trust in the Notes toConsolidated Financial Statements.(f)Costs incurred for facilities currently being constructed and other start-up operations. This amount excludes rent, depreciation and interest expense.(g) Insurance reserves in connection with the settlement of claims.(h)Settlement of a class action lawsuit regarding minimum staffing requirements in the State of California.(i)Impairment charges to goodwill for a skilled nursing facility in Utah during the year ended December 31, 2013 and a decline in the estimated fair value of redeemable noncontrollinginterest of our urgent care franchising business during the year ended December 31, 2012.(j) Operating results at urgent care centers. This amount excludes rent, depreciation, interest expense and the net loss attributable to the variable interest entity associated with our urgentcare business.(k) Costs incurred to acquire operations which are not capitalizable.(l)Costs incurred related to new systems implementation; income tax credits which contributed to a decrease in the effective tax rate; and expenses incurred in connection with the stock-split effected in December 2015.(m) Breakup fee, net of costs, received in connection with a public auction in which we were the priority bidder.Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with the consolidated financial statements and accompanying notes, which appear elsewhere in thisAnnual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from thoseanticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report. See Part I.Item 1A. Risk Factors and Cautionary Note Regarding Forward-Looking Statements.OverviewWe are a provider of health care services across the post-acute care continuum, as well as other ancillary businesses located in Arizona, California, Colorado,Idaho, Iowa, Kansas, Nebraska, Nevada, Oregon, South Carolina, Texas, Utah, Washington and Wisconsin. Our operating subsidiaries, each of which strives to bethe service of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home health and hospice and other ancillary services.As of December 31, 2016 , we offered skilled nursing, assisted living and rehabilitative care services through 210 skilled nursing and assisted living facilitiesacross 13 states. Of the 210 facilities, we owned 50 and operated an additional 160 facilities under long-term lease arrangements, and had options to purchase nineof those 160 facilities. Our home health and hospice business provides home health, hospice and home care services from 39 agencies across nine states.The following table summarizes our affiliated facilities and operational skilled nursing, assisted living and independent living beds by ownership status as ofDecember 31, 2016 : Owned Leased (with aPurchase Option) Leased (withouta PurchaseOption) TotalNumber of facilities50 9 151 210Percentage of total23.8% 4.3% 71.9% 100.0%Operational skilled nursing beds2,857 830 14,037 17,724Percentage of total16.1% 4.7% 79.2% 100.0%Assisted and independent living units1,551 268 2,631 4,450Percentage of total34.9% 6.0% 59.1% 100.0%Key Performance IndicatorsWe manage the fiscal aspects of our business by monitoring key performance indicators that affect our financial performance. These indicators and theirdefinitions include the following:Transitional and Skilled Services•Routine revenue. Routine revenue is generated by the contracted daily rate charged for all contractually inclusive skilled nursing services. The inclusion oftherapy and other ancillary treatments varies by payor source and by contract. Services provided outside of the routine contractual agreement are recordedseparately as ancillary revenue, including Medicare Part B therapy services, and are not included in the routine revenue definition.•Skilled revenue. The amount of routine revenue generated from patients in the skilled nursing facilities who are receiving higher levels of care underMedicare, managed care, Medicaid, or other skilled reimbursement programs. The other skilled patients that are included in this population represent veryhigh acuity patients who are receiving high levels of nursing71Table of Contentsand ancillary services which are reimbursed by payors other than Medicare or managed care. Skilled revenue excludes any revenue generated from ourassisted living services.•Skilled mix. The amount of our skilled revenue as a percentage of our total routine revenue. Skilled mix (in days) represents the number of days ourMedicare, managed care, or other skilled patients are receiving services at the skilled nursing facilities divided by the total number of days patients (lessdays from assisted living services) from all payor sources are receiving services at the skilled nursing facilities for any given period (less days fromassisted living services).•Quality mix. The amount of routine non-Medicaid revenue as a percentage of our total routine revenue. Quality mix (in days) represents the number ofdays our non-Medicaid patients are receiving services at the skilled nursing facilities divided by the total number of days patients from all payor sourcesare receiving services at the skilled nursing facilities for any given period (less days from assisted living services).•Average daily rates. The routine revenue by payor source for a period at the skilled nursing facilities divided by actual patient days for that revenue sourcefor that given period.•Occupancy percentage (operational beds). The total number of patients occupying a bed in a skilled nursing facility as a percentage of the beds in afacility which are available for occupancy during the measurement period.•Number of facilities and operational beds. The total number of skilled nursing facilities that we own or operate and the total number of operational bedsassociated with these facilities.Skilled and Quality Mix. Like most skilled nursing providers, we measure both patient days and revenue by payor. Medicare, managed care and other skilledpatients, whom we refer to as high acuity patients, typically require a higher level of skilled nursing and rehabilitative care. Accordingly, Medicare and managedcare reimbursement rates are typically higher than from other payors. In most states, Medicaid reimbursement rates are generally the lowest of all payor types.Changes in the payor mix can significantly affect our revenue and profitability.The following table summarizes our overall skilled mix and quality mix from our skilled nursing services for the periods indicated as a percentage of ourtotal routine revenue (less revenue from assisted living services) and as a percentage of total patient days (less days from assisted living services): Year Ended December 31, 2016 2015 2014Skilled Mix: Days30.9% 30.4% 27.6%Revenue52.5% 52.6% 50.8%Quality Mix: Days43.4% 42.5% 40.7%Revenue61.0% 60.8% 59.9%Occupancy. We define occupancy derived from our transitional and skilled services as the ratio of actual patient days (one patient day equals one patientoccupying one bed for one day) during any measurement period to the number of beds in facilities which are available for occupancy during the measurementperiod. The number of licensed beds in a skilled nursing facility that are actually operational and available for occupancy may be less than the total official licensedbed capacity. This sometimes occurs due to the permanent dedication of bed space to alternative purposes, such as enhanced therapy treatment space or otherdesirable uses calculated to improve service offerings and/or operational efficiencies in a facility. In some cases, three- and four-bed wards have been reduced totwo-bed rooms for resident comfort, and larger wards have been reduced to conform to changes in Medicare requirements. These beds are seldom expected to beplaced back into service. We believe that reporting occupancy based on operational beds is consistent with industry practices and provides a more useful measureof actual occupancy performance from period to period.The following table summarizes our overall occupancy statistics for the periods indicated:72Table of Contents Year Ended December 31, 2016 2015 2014Occupancy for transitional and skilled services: Operational beds at end of period17,724 14,925 12,379Available patient days6,125,902 4,991,886 4,275,558Actual patient days4,620,735 3,873,409 3,306,296Occupancy percentage (based on operational beds)75.4% 77.6% 77.3%Assisted and Independent Living Services• Occupancy. We define occupancy derived from our assisted and independent living services as the ratio of actual number of days our units are occupiedduring any measurement period to the number of units in facilities which are available for occupancy during the measurement period.• Average monthly revenue per unit . The revenue for a period at an assisted and independent living facility divided by actual occupied units for that revenuesource for that given period. Year Ended December 31, 2016 2015 2014Occupancy for assisted and independent living services: Occupancy percentage (units)76.0%75.3% 77.3%Average monthly revenue per unit$2,746 $2,644 $2,315Home Health and Hospice•Medicare episodic admissions. The total number of episodic admissions derived from patients who are receiving care under Medicare reimbursementprograms.•Average Medicare revenue per completed episode. The average amount of revenue for each completed 60-day episode generated from patients who arereceiving care under Medicare reimbursement programs.•Average daily census. The average number of patients who are receiving hospice care as a percentage of total number of patient days.The following table summarizes our overall home health and hospice statistics for the periods indicated: Year Ended December 31, 2016 2015 2014Home health services: Average Medicare Revenue per Completed Episode$2,986 $2,929 $2,840Hospice services: Average Daily Census905 679 420SegmentsBeginning in the fourth quarter of 2016, we realigned our operating segments to more closely correlate with our serviceofferings, which coincide with the way that we measure performance and allocate resources. We have three reportable segments: (1) transitional and skilledservices, which includes the operation of skilled nursing facilities; (2) assisted and independent living services, which includes the operation of assisted andindependent living facilities; and (3) home health and hospice services, which includes our home health, home care and hospice businesses. Our Chief ExecutiveOfficer, who is our chief operating decision maker, or CODM, reviews financial information at the operating segment level.We also report an “all other” category that includes revenue from our mobile diagnostics and other ancillary operations. Our mobile diagnostics and otherancillary operations businesses are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. Our reporting segmentsare business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of our assisted andindependent living services led us73Table of Contentsto separate our assisted and independent living services into distinct reportable segment in the fourth quarter of 2016. Previously, we had two reportable segments;transitional, skilled and assisted living services (TSA services), which includes the operation of skilled nursing facilities and assisted living facilities; and (2) homehealth and hospice services. We have presented 2015 and 2014 financial information in this Annual Report on a comparative basis to conform with the current yearsegment presentation.Revenue SourcesTransitional and Skilled ServicesWithin our skilled nursing operations, we generate our revenue from Medicaid, private pay, managed care and Medicare payors. We believe that our skilledmix, which we define as the number of days our Medicare, managed care and other skilled patients are receiving services at our skilled nursing operations dividedby the total number of days patients are receiving services at our skilled nursing operations, from all payor sources (less days from assisted living and independentliving services) for any given period, is an important indicator of our success in attracting high-acuity patients because it represents the percentage of our patientswho are reimbursed by Medicare, managed care and other skilled payors, for whom we receive higher reimbursement rates.We are participating in the established supplemental payment program in various states that provides supplemental Medicaid payments for skilled nursingfacilities that are licensed to non-state government-owned entities such as county hospital districts. Several of our operating subsidiaries entered into transactionswith several such hospital districts providing for the transfer of the licenses for those skilled nursing facilities to the hospital districts. Each affected operatingsubsidiary agreement between the hospital district and our subsidiary is terminable by either party to fully restore the prior license status.Assisted and Independent Living Services. Within our assisted and independent living operations, we generate revenue primarily from private pay sources, with aportion earned from Medicaid or other state-specific programs.Home Health and Hospice ServicesHome Health. We provided home health care in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington as of December 31, 2016 .We derive the majority of our revenue from our home health business from Medicare and managed care. The payment is adjusted for differences between estimatedand actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to creditrisk. The home health prospective payment system (PPS) provides home health agencies with payments for each 60-day episode of care for each beneficiary. If abeneficiary is still eligible for care after the end of the first episode, a second episode can begin. There are no limits to the number of episodes a beneficiary whoremains eligible for the home health benefit can receive. While payment for each episode is adjusted to reflect the beneficiary’s health condition and needs, aspecial outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicareprogram is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits was fewer than five; (b)a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the episode; (c) apayment adjustment based upon the level of therapy services required; (d) the number of episodes of care provided to a patient, regardless of whether the samehome health provider provided care for the entire series of episodes; (e) changes in the base episode payments established by the Medicare program; (f)adjustments to the base episode payments for case mix and geographic wages; and (g) recoveries of overpayments.Hospice . As of December 31, 2016 , we provided hospice care in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington. Wederive the majority of the revenue from our hospice business from Medicare reimbursement. The estimated payment rates are daily rates for each of the levels ofcare we deliver. The payment is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasonsunrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our providernumbers and estimate amounts due back to Medicare if a cap has been exceeded.Beginning January 1, 2016, the Centers for Medicare & Medicaid Services (CMS) provided for two separate payment rates for routine care: payments for thefirst 60 days of care and care beyond 60 days. In addition to the two routine rates, Medicare is also reimbursing for a service intensity add-on (SIA). The SIA isbased on visits made in the last seven days of life by a registered nurse (RN) or medical social worker (MSW) for patients in a routine level of care.Other74Table of ContentsWe have historically operated urgent care clinics in Colorado and Washington. Our urgent care centers provided daily access to healthcare for minor injuriesand illnesses, including x-ray and lab services, all from convenient neighborhood locations with no appointments. In 2016, we completed the sale of our urgent carecenters for an aggregate purchase price of $41.5 million . As of December 31, 2016 , we held majority membership interests in our other ancillary operations.Payment for these services varies and is based upon the service provided. The payment is adjusted for an inability to obtain appropriate billing documentation orauthorizations acceptable to the payor and other reasons unrelated to credit risk.Primary Components of ExpenseCost of Services (exclusive of rent and depreciation and amortization shown separately). Our cost of services represents the costs of operating our operatingsubsidiaries, which primarily consists of payroll and related benefits, supplies, purchased services, and ancillary expenses such as the cost of pharmacy and therapyservices provided to patients. Cost of services also includes the cost of general and professional liability insurance and other general cost of services with respect toour operations.Facility Rent - Cost of Services. Rent - cost of services consists solely of base minimum rent amounts payable under lease agreements to third-party ownersof the operating subsidiaries that we operate but do not own and does not include taxes, insurance, impounds, capital reserves or other charges payable under theapplicable lease agreements.General and Administrative Expense. General and administrative expense consists primarily of payroll and related benefits and travel expenses for ourService Center personnel, including training and other operational support. General and administrative expense also includes professional fees (includingaccounting and legal fees), costs relating to our information systems, stock-based compensation and rent for our Service Center offices. Depreciation and Amortization. Property and equipment are recorded at their original historical cost. Depreciation is computed using the straight-linemethod over the estimated useful lives of the depreciable assets. The following is a summary of the depreciable lives of our depreciable assets:Buildings and improvementsMinimum of three years to a maximum of 57 years, generally 45 yearsLeasehold improvementsShorter of the lease term or estimated useful life, generally 5 to 15 yearsFurniture and equipment3 to 10 yearsCritical Accounting PoliciesOur discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been preparedin accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of these financial statements and related disclosures requires us tomake judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis we review our judgments andestimates, including but not limited to those related to doubtful accounts, income taxes, stock compensation, intangible assets and loss contingencies. We base ourestimates and judgments upon our historical experience, knowledge of current conditions and our belief of what could occur in the future considering availableinformation, including assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and judgments are subject to aninherent degree of uncertainty, and actual results could differ materially from the amounts reported. The following summarizes our critical accounting policies,defined as those policies that we believe: (a) are the most important to the portrayal of our financial condition and results of operations; and (b) requiremanagement's most subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.Revenue RecognitionWe recognize revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery hasoccurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. Our revenue is derived primarily fromproviding healthcare services to patients and is recognized on the date services are provided at amounts billable to individual patients. For patients underreimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-uponamounts on a per patient basis.Revenue from Medicare and Medicaid programs account for 67.8% , 69.1% , and 71.4% of our consolidated total revenue for the years ended December 31,2016, 2015 and 2014, respectively. We record revenue from these governmental and managed75Table of Contentscare programs as services are performed at their expected net realizable amounts under these programs. Our revenue from governmental and managed careprograms is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, anychanges to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. We recordedadjustments upon settlement to revenue which were not material to our consolidated revenue for the years ended December 31, 2016, 2015 and 2014.Our service specific revenue recognition policies are as follows:Skilled Nursing RevenueOur revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amountsbillable to individual patients. For patients under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenueis recorded based on contractually agreed-upon amounts or rate on a per patient, daily basis or as services are performed.Assisted and Independent Living RevenueOur revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees for basichousing and assisted living care. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients underreimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rate on a per resident, daily basis or as services.Revenue for certain ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears.Home Health RevenueMedicare RevenueNet service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment basedon certain variables including, but not limited to: (a) an outlier payment if patient care was unusually costly; (b) a low utilization payment adjustment if the numberof visits was fewer than five; (c) a partial payment if the patient transferred to another provider or we received a patient from another provider before completingthe episode; (d) a payment adjustment based upon the level of therapy services required; (e) the number of episodes of care provided to a patient, regardless ofwhether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by the MedicareProgram; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.We make adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability toobtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, we believe that its reportednet service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.In addition to revenue recognized on completed episodes, we also recognize a portion of revenue associated with episodes in progress. Episodes in progressare 60-day episodes of care that begin during the reporting period, but were not completed as of the end of the period. As such, we estimate revenue and recognizeit on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicarerevenue per episode and our estimate of the average percentage complete based on visits performed.Non-Medicare RevenueEpisodic Based Revenue — We recognize revenue in a similar manner as we recognize Medicare revenue for episodic-based rates that are paid by otherinsurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms.Non-episodic Based Revenue — Revenue is recorded on an accrual basis based upon the date of service at amounts equal to its established or estimated per-visit rates, as applicable.Hospice RevenueRevenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates aredaily rates for each of the levels of care we deliver. We make adjustments to revenue for an inability to obtain appropriate billing documentation or authorizationsacceptable to the payor and other reasons unrelated to credit risk.76Table of ContentsAdditionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimated amountsdue back to Medicare if a cap has been exceeded. We record these adjustments as a reduction to revenue and increases to other accrued liabilities.Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans andprivate payor sources. Estimated provisions for doubtful accounts are recorded to the extent it is probable that a portion or all of a particular account will not becollected.In evaluating the collectability of accounts receivable, we consider a number of factors, including the age of the accounts, changes in collection patterns, thecomposition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentagesare reviewed by payor and by state and are updated to reflect our recent collection experience. In order to determine the appropriate reserve rate percentages whichultimately establish the allowance, we analyze historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances arebased on our historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. We periodically refine our estimates of theallowance for doubtful accounts based on experience with the estimation process and changes in circumstances.Self-InsuranceWe are partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-timedeductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregatebasis for the Company. For claims made after January 1, 2013, the combined self-insured retention was $0.5 million per claim, subject to an additional one-timedeductible of $1.0 million for California affiliated facilities and a separate, one-time, deductible of $0.8 million for non-California facilities. For all Californiaaffiliated facilities, the third-party coverage above these limits was $1.0 million per claim, $3.0 million per facility, with a $5.0 million blanket aggregate limit. Forall facilities outside of California, except those located in Colorado, the third-party coverage above these limits was $1.0 million per claim, $3.0 million per facility,with a $5.0 million blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above theselimits was $1.0 million per claim and $3.0 million per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limitsthat apply outside of Colorado. Starting January 1, 2017, the combined self-insured retention will be $0.5 million per claim, subject to an additional one-timedeductible of $0.8 million for California affiliated facilities and a separate, one-time, deductible of $1.0 million for non-California facilities.The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washingtonfor workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balancesheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutorycapital. Our policy is to accrue amounts equal to the actuarially estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claimsthat have been incurred but not reported. We develop information about the size of the ultimate claims based on historical experience, current industry informationand actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. Our operating subsidiaries are self-insured for workers’ compensation in California. To protect itself against loss exposure in California with this policy, wehave purchased individual specific excess insurance coverage that insures individual claims that exceed $0.5 million per occurrence. In Texas, the operatingsubsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, we have purchased individual stop-loss coveragethat insures individual claims that exceed $0.8 million per occurrence. As of July 1, 2014, our operating subsidiaries in all other states, with the exception ofWashington, are under a loss sensitive plan that insures individual claims that exceed $0.4 million per occurrence. In Washington, the operating subsidiaries'coverage is financed through premiums paid by the employers and employees. The claims and pay benefits are managed through a state insurance pool. Outside ofCalifornia, Texas and Washington, we have purchased insurance coverage that insures individual claims that exceed $0.4 million per accident. In all states exceptWashington, we accrue amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but notreported. We use actuarial valuations to estimate the liability based on historical experience and industry information.We self-fund medical (including prescription drugs) and dental healthcare benefits to the majority of our employees. We are fully liable for all financial andlegal aspects of these benefit plans. To protect ourselves against loss exposure with this policy, we have purchased individual stop-loss insurance coverage thatinsures individual claims that exceed $0.3 million for each covered77Table of Contentsperson with an additional one-time aggregate individual stop loss deductible of $0.1 million . Beginning 2016, our policy does not include the additional one-timeaggregate individual stop loss deductible of $0.1 million .We believe that adequate provision has been made in the Financial Statements for liabilities that may arise out of patient care, workers’ compensation,healthcare benefits and related services provided to date. The amount of our reserves was determined based on an estimation process that uses information obtainedfrom both company-specific and industry data. This estimation process requires us to continuously monitor and evaluate the life cycle of the claims. Using dataobtained from this monitoring and our assumptions about emerging trends, we, with the assistance of an independent actuary, develop information about the size ofultimate claims based on our historical experience and other available industry information. The most significant assumptions used in the estimation processinclude determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect tounpaid claims. The self-insured liabilities are based upon estimates, and while we believe that the estimates of loss are reasonable, the ultimate liability may be inexcess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that we couldexperience changes in estimated losses that could be material to net income. If our actual liability exceeds its estimates of loss, our future earnings, cash flows andfinancial condition would be adversely affected.Leases and Leasehold ImprovementsAt the inception of each lease, we perform an evaluation to determine whether the lease should be classified as an operating or capital lease. We record rentexpense for operating leases that contain scheduled rent increases on a straight-line basis over the term of the lease. The lease term used for straight-line rentexpense is calculated from the date we are given control of the leased premises through the end of the lease term. The lease term used for this evaluation alsoprovides the basis for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which we record straight-line rent expense.Business CombinationsOur acquisition strategy is to purchase or lease operating subsidiaries that are complementary to our current affiliated facilities, accretive to our business orotherwise advance our strategy. The results of all of our operating subsidiaries are included in the accompanying Financial Statements subsequent to the date ofacquisition. Acquisitions are typically paid for in cash and are accounted for using the acquisition method of accounting. We account for business combinationsusing the purchase method of accounting and, accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at theacquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangibleassets. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, the initial fair value might not be finalized at thetime of the reported period. Accordingly, it is not uncommon for the initial estimates to be subsequently revised.In accounting for business combinations, we are required to record the assets and liabilities of the acquired business at fair value. In developing estimates offair values for long-lived assets, we utilize a variety of factors including market data, cash flows, growth rates, and replacement costs. Determining the fair valuefor specifically identified intangible assets involves significant judgment, estimates and projections related to the valuation to be applied to intangible assets such asfavorable leases, customer relationships, Medicare licenses, and trade names. The subjective nature of management’s assumptions increases the risk associatedwith estimates surrounding the projected performance of the acquired entity. Additionally, as we amortize finite-lived acquired intangible assets over time, thepurchase accounting allocation directly impacts the amortization expense recorded on the financial statements.Income TaxesDeferred tax assets have been presented on the balance sheet as a non-current asset for all periods presented related to the early adoption of authoritativeguidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no effect onthe consolidated statements of income or consolidated statements of cash flow.Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of our assets and liabilitiesat tax rates in effect when such temporary differences are expected to reverse. We generally expect to fully utilize our deferred tax assets; however, whennecessary, we record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized.78Table of ContentsWhen we take uncertain income tax positions that do not meet the recognition criteria, we record a liability for underpayment of income taxes and relatedinterest and penalties, if any. In considering the need for and magnitude of a liability for such positions, we must consider the potential outcomes from a review ofthe positions by the taxing authorities.In determining the need for a valuation allowance, the annual income tax rate, or the need for and magnitude of liabilities for uncertain tax positions, wemake certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trendsand likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with ourestimates and assumptions, actual results could differ.Recent Accounting PronouncementsExcept for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FinancialAccounting Standards Board (FASB) Accounting Standards Codification™ (ASC) is the sole source of authoritative GAAP literature recognized by the FASB andapplicable to us. We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that haveeffectiveness dates during the periods reported and in future periods. For any new pronouncements announced, we consider whether the new pronouncements couldalter previous generally accepted accounting principles and determine whether any new or modified principles will have a material impact on our reported financialposition or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards areunder consideration.Recent Accounting Standards Adopted by the Company:In November 2015, the Financial Accounting Standards Board (FASB) issued updated guidance requiring all deferred tax assets and liabilities be presented asnon-current. We early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. We have classified deferred tax amounts as non-current assetsin the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See theConsolidated Balance Sheets.In April 2015, the FASB issued updated guidance requiring debt issuance costs related to a recognized debt liability to be presented in the consolidatedbalance sheet as a direct reduction from the carrying amount of the debt liability. We adopted this amendment during the first quarter of 2016. See Note 16, Debt tothe Notes to Consolidated Financial Statements.In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions and events that raise substantialdoubt about the entity’s ability to continue as a going concern and to provide disclosures in certain circumstances. We adopted the new standard in the first quarterof fiscal year 2016. The adoption of this standard did not have a material effect on our financial statements.Accounting Standards Recently Issued But Not Yet Adopted by the Company:In August 2016, the FASB issued amended authoritative guidance to reduce the diversity in practice related to the presentation and classification of certaincash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishmentcosts, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments madeafter a business combination, (iv) proceeds from settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance and bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions and (viii) separatelyidentifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, whichwill be our fiscal year 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financialstatements.In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes theaccounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will beeffective for annual periods beginning after December 15, 2016, which will be our fiscal year 2017, with early adoption permitted. The adoption of the guidancewill result in a decrease in income tax expense and an increase in diluted share counts and net cash provided by operating activities.In March 2016, the FASB issued its standard to amend the principal-versus-agent implementation guidance and illustrations in the Board’s new revenuestandard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agentguidance and (2) applying the indicators of whether an entity is a79Table of Contentsprincipal or an agent in accordance with the revenue standard’s control principle. The guidance will be effective for fiscal years beginning after December 15,2017, which will be our fiscal year 2018. The guidance has the same effective date as the new revenue standard and we are required to adopt the guidance by usingthe same transition method it would use to adopt the new revenue standard. Our evaluation of the adoption method and impact to the consolidated financialstatements is ongoing and being performed concurrently with the new revenue standard.In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leasesrecognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use theunderlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset based upon the lease liability.The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, butwith no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 monthsor less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense beingrecognized on a straight-line basis over the lease term. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2018,which will be our fiscal year 2019, with early adoption permitted. We are currently evaluating the impact this guidance will have on its consolidated financialstatements but expect this adoption will result in a significant increase in the assets and liabilities on its consolidated balance sheet.In January 2016, the FASB issued amended authoritative guidance which makes targeted improvements for financial instruments. The new provisions impactcertain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equityinvestments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments withoutreadily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instrumentsmeasured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective forannual and interim periods beginning after December 15, 2017, which will be our fiscal year 2018. Early adoption is not permitted. The adoption of this standard isnot expected to have a material impact on our consolidated financial statements.In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines asingle comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenuerecognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) orretrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, theFASB formally deferred for one year the effective date of the new revenue standard and decided to permit entities to early adopt the standard. The guidance will beeffective for fiscal years beginning after December 15, 2017, which will be our fiscal year 2018. We have initiated an adoption plan in fiscal year 2015, beginningwith preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting maychange under the new standard. The adoption plan, which also includes evaluation of the adoption method and the impact to the consolidated financial statements,is ongoing and will be completed by the end of fiscal year 2017. The new guidance requires enhanced disclosures, including revenue recognition policies toidentify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretiveguidance, which may impact our evaluation, however we currently anticipate adopting the standard as of January 1, 2018, using the modified retrospective method.80Table of ContentsResults of OperationsThe following table sets forth details of our revenue, expenses and earnings as a percentage of total revenue for the periods indicated: Year Ended December 31, 2016 2015 2014Revenue100.0 % 100.0 % 100.0 %Expenses: Cost of services81.1 79.6 80.1Gain related to divestitures(0.7) — —Rent—cost of services7.5 6.6 4.7General and administrative expense4.2 4.8 5.5Depreciation and amortization2.3 2.1 2.6Total expenses94.4 93.1 92.9Income from operations5.6 6.9 7.1Other income (expense): Interest expense(0.4) (0.2) (1.3)Interest income0.1 0.1 —Other expense, net(0.3) (0.1) (1.3)Income before provision for income taxes5.3 6.8 5.8Provision for income taxes2.0 2.6 2.6 Net income3.3 4.2 3.2Less: net income (loss) attributable to the noncontrolling interests0.2 — (0.2)Net income attributable to The Ensign Group, Inc.3.1 % 4.2 % 3.4 %Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015Revenue Year Ended December 31, 2016 2015 Revenue Dollars RevenuePercentage Revenue Dollars RevenuePercentage (Dollars in thousands)Transitional and skilled services $1,374,803 83.1% $1,126,38883.9%Assisted and independent living services 123,636 7.5% 88,1296.6%Home health and hospice services: Home health 60,326 3.6 47,9553.6Hospice 55,487 3.4 42,4013.2Total home health and hospice services 115,813 7.0 90,3566.8All other (1) 40,612 2.4 36,9532.7Total revenue $1,654,864 100.0% $1,341,826100.0%(1) Includes revenue from services provided at our urgent care clinics and other ancillary operations.Consolidated revenue increased $313.0 million , or 23.3% . Transitional and skilled services revenue increased by $248.4 million , or 22.1% , mainlyattributable to the increase in patient days, revenue per patient day and the impacts of acquisitions. Assisted and independent living services increased by $35.5million , or 40.3% , mainly due to the increase in occupancy and average monthly revenue per unit compared to the prior year period. Home health and hospiceservices revenue increased by $25.5 million , or 28.2% , mainly due to an increase in volume and average daily census in existing agencies combined withacquisitions. Revenue from acquisitions increased consolidated revenue by $271.4 million in 2016 when comparing to 2015.81Table of ContentsTransitional and Skilled Services Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeTotal Facility Results: Transitional and skilled revenue$1,374,803 $1,126,388 $248,415 22.1 %Number of facilities at period end149 131 18 13.7 %Number of campuses at period end*2115 6 40.0 %Actual patient days4,620,735 3,873,409 747,326 19.3 %Occupancy percentage — Operational beds75.4% 77.6% (2.2)%Skilled mix by nursing days30.9% 30.4% 0.5 %Skilled mix by nursing revenue52.5% 52.6% (0.1)% Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeSame Facility Results(1): Transitional and skilled revenue$898,385 $871,450 $26,935 3.1 %Number of facilities at period end85 85 — — %Number of campuses at period end*12 12 — — %Actual patient days2,930,232 2,964,185 (33,953) (1.1)%Occupancy percentage — Operational beds78.4% 79.9% (1.5)%Skilled mix by nursing days30.1% 30.2% (0.1)%Skilled mix by nursing revenue51.3% 52.5% (1.2)% Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeTransitioning Facility Results(2): Transitional and skilled revenue$173,559 $164,128 $9,431 5.7%Number of facilities at period end23 23 — —%Actual patient days578,178 569,801 8,377 1.5%Occupancy percentage — Operational beds72.9% 71.8% 1.1%Skilled mix by nursing days33.4% 32.2% 1.2%Skilled mix by nursing revenue55.4% 54.7% 0.7% Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeRecently Acquired Facility Results(3): Transitional and skilled revenue$302,237 $83,693 $218,544 NMNumber of facilities at period end41 22 19 NMNumber of campuses at period end*9 3 6 NMActual patient days1,109,081 303,686 805,395 NMOccupancy percentage — Operational beds69.7% 69.1% NMSkilled mix by nursing days31.7% 30.9% NMSkilled mix by nursing revenue54.4% 51.3% NM82Table of Contents Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeFacility Closed(4): Skilled nursing revenue$622 $7,117 $(6,495) NMActual patient days3,244 35,737 (32,493) NMOccupancy percentage — Operational beds70.7% 71.5% NMSkilled mix by nursing days9.6% 12.7% NMSkilled mix by nursing revenue14.9% 26.9% NM__________________* Campus represents a facility that offers both skilled nursing assisted and/or independently living services. Revenue and expenses related to skilled nursing and assisted and independent livingservices have been allocated and recorded in the respective reportable segment.(1)Same Facility results represent all facilities purchased prior to January 1, 2013.(2)Transitioning Facility results represents all facilities purchased from January 1, 2013 to December 31, 2014.(3)Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2015.(4)Facility Closed represent the result of one facility closed during the first quarter of 2016. These results were excluded from Same Facility results for the year ended December 31,2015 for comparison purposes.Transitional and skilled services revenue increased $248.4 million , or 22.1% . Of the $248.4 million increase, Medicare and managed care revenue increased$117.2 million , or 22.2% , Medicaid custodial revenue increased $90.7 million , or 21.1% , private and other revenue increased $24.9 million , or 25.7% , andMedicaid skilled revenue increased $15.6 million , or 21.7% .Transitional and skilled services revenue generated by Same Facilities increased $26.9 million , or 3.1% , compared to the same quarter in the prior year.This increase reflects the following:•Medicaid revenue, including Medicaid skilled revenue, increased by $24.5 million , or 6.2% , which was driven by a 6.6% increase in Medicaidrevenue per patient day driven by the quality improvement program, the add-on to the reimbursement rate in California and the supplementalprograms in Utah, partially offset by a 0.7% decrease in Medicaid days.•Managed care revenue increased by $8.2 million , or 5.9% , as a result of a 4.7% increase in managed care days as well as a 1.2% increase inmanaged care revenue per patient day.•Medicare revenue decreased by $11.6 million , or 4.4% , primarily due to a 9.8% decrease in Medicare days, partially offset by a 3.8% increase inMedicare revenue per patient day.Transitional and skilled services revenue generated by Transitioning Facilities increased $9.4 million , or 5.7% . This is due to increases in total patient daysof 1.5% , consisting of a 7.6% increase in managed care days, a 2.0% increase in Medicaid days and a 1.7% increase in Medicare days from the prior year.Revenue per patient day increased by 4.1% , consisting of a 2.0% increase in Medicare, a 5.5% increase in Medicaid and a 1.7% increase in managed care revenueper patient day.Transitional and skilled services revenue generated by Recently Acquired Facilities increased by approximately $218.5 million . Between January 1, 2015and December 31, 2016, we have acquired 50 facilities in eight states.Historically, we have generally experienced lower occupancy rates, lower skilled mix and quality mix at Recently Acquired Facilities and therefore, weanticipate generally lower overall occupancy during years of growth for our turnaround acquisitions. In the future, if we acquire additional turnaround operationsinto our overall portfolio, we expect this trend to continue. Accordingly, we anticipate our overall occupancy will vary from quarter to quarter based upon thematurity of the facilities within our portfolio. In 2016, our metrics for Recently Acquired Facilities include strategic acquisitions that have higher occupancy rates,higher skilled mix days and skilled mix revenue.83Table of ContentsThe following table reflects the change in the skilled nursing average daily revenue rates by payor source, excluding services that are not covered by the dailyrate: Year Ended December 31, Same Facility Transitioning Acquisitions Total 2016 2015 2016 2015 2016 2015 2016 2015Skilled Nursing Average DailyRevenue Rates: Medicare$586.51 $565.20 $566.32 $555.33 $491.49 $475.51 $556.89 $555.50Managed care424.70 419.83 468.01 460.21 409.95 414.14 428.53 427.16Other skilled469.31 456.62 351.10 330.83 386.66 431.42 441.86 436.41Total skilled revenue506.09 497.24 486.30 478.11 452.55 449.07 490.18 490.07Medicaid208.41 195.44 195.57 185.31 174.45 188.54 198.92 193.04Private and other payors204.33 190.12 198.11 199.83 182.50 198.94 197.87 192.04Total skilled nursing revenue$297.83 $285.92 $292.88 $281.25 $263.74 $270.38 $288.93 $283.31Medicare daily rates at Same Facilities increase d by 3.8% . The increase was attributable to a 2.4% net market basket increase, which went into effect inOctober 2016, compared to a net market basket increase of 1.2%, which went into effect in October 2015. In addition, the increase in Medicare daily rates wasimpacted by the continuous shift towards higher acuity patients.The average Medicaid rates increased 3.0% primarily due to increases in rates in various states, supplemental Medicaid payments received from thesupplemental payment programs in Utah and Texas, the quality improvement program and the add-on to the reimbursement rate in California.Payor Sources as a Percentage of Skilled Nursing Services. We use both our skilled mix and quality mix as measures of the quality of reimbursements wereceive at our affiliated skilled nursing facilities over various periods. The following tables set forth our percentage of skilled nursing patient revenue and days bypayor source: Year Ended December 31, Same Facility Transitioning Acquisitions Total 2016 2015 2016 2015 2016 2015 2016 2015Percentage of SkilledNursing Revenue: Medicare27.2% 29.6% 23.4% 23.9% 32.2% 29.1% 27.8% 28.6%Managed care16.1 15.7 26.1 25.6 18.5 16.5 17.9 17.2Other skilled8.0 7.2 5.9 5.2 3.7 5.7 6.8 6.8Skilled mix51.3 52.5 55.4 54.7 54.4 51.3 52.5 52.6Private and other payors8.3 8.0 7.2 8.3 9.7 9.8 8.5 8.2Quality mix59.6 60.5 62.6 63.0 64.1 61.1 61.0 60.8Medicaid40.4 39.5 37.4 37.0 35.9 38.9 39.0 39.2Total skilled nursing100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%84Table of Contents Year Ended December 31, Same Facility Transitioning Acquisitions Total 2016 2015 2016 2015 2016 2015 2016 2015Percentage of SkilledNursing Days: Medicare13.7% 14.9% 12.1% 12.1% 17.3% 16.6% 14.4% 14.6%Managed care11.3 10.7 16.3 15.6 11.9 10.7 12.0 11.4Other skilled5.1 4.6 5.0 4.5 2.5 3.6 4.5 4.4Skilled mix30.1 30.2 33.4 32.2 31.7 30.9 30.9 30.4Private and other payors12.3 12.0 10.6 11.7 14.0 13.3 12.5 12.1Quality mix42.4 42.2 44.0 43.9 45.7 44.2 43.4 42.5Medicaid57.6 57.8 56.0 56.1 54.3 55.8 56.6 57.5Total skilled nursing100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Assisted and Independent Living Services Year Ended December 31, 2016 2015 (Dollars in thousands) Change % ChangeRevenue123,636 88,129 $35,507 40.3%Number of facilities at period end40 40 — —%Number of campuses at period end21 15 6 40.0%Occupancy percentage (units)76.0% 75.3% 0.7%Average monthly revenue per unit$2,746 $2,644 $102 3.9%Assisted and independent living revenue increased $35.5 million , or 40.3% . The increase in revenue is primarily due to the increase in occupancy of 0.7% ,the increase in average monthly revenue per unit of 3.9% , and coupled with the addition of 14 assisted and independent living operations in four states betweenJanuary 1, 2015 and December 31, 2016.Home Health and Hospice Services Year Ended December 31, 2016 2015 Change % Change (Dollars in thousands) Home health and hospice revenue Home health services$60,326 $47,955 $12,371 25.8%Hospice services55,487 42,401 13,086 30.9Total home health and hospice revenue$115,813 $90,356 $25,457 28.2%Home health services: Average Medicare Revenue per Completed Episode$2,986 $2,929 $57 1.9%Hospice services: Average Daily Census905 679 226 33.3%Home health and hospice revenue increased $25.5 million , or 28.2% . Of the $25.5 million increase, Medicare and managed care revenue increased $23.1million , or 30.7% . The increase in revenue is primarily due to the increase in volume, average daily census and average Medicare revenue per completed episodein existing agencies, coupled with the addition of eight home health, hospice and home care operations in seven states between January 1, 2015 and December 31,2016.85Table of ContentsCost of ServicesThe following table sets forth our total cost of services by each of our reportable segments and our "All Other" category for the periods indicated (dollars inthousands): Year Ended December 31, 2016 2015 Transitional andSkilled Services Assisted andIndependent LivingServices Home Healthand Hospice All Other Total Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand Hospice All Other TotalCost ofservice $1,130,691 $78,872 $96,753 $35,498 $1,341,814 $902,352$57,396$74,557$33,389 $1,067,694Consolidated cost of services increased $274.1 million , or 25.7% , primarily due to acquisitions.Transitional and Skilled Services Year Ended December 31, % 2016 2015 Change Change (Dollars in thousands) Cost of service dollars $1,130,691 $902,352 $228,339 25.3%Revenue percentage 82.2% 80.1% 2.1%Cost of services related to our transitional and skilled services segment increased $228.3 million , or 25.3% , due to additional costs at Recently AcquiredFacilities of $188.8 million and organic operational growth. Cost of service as a percentage of revenue increased to 82.2% . The main components of the increaseare start-up costs related to newly constructed post-acute care campuses, additional costs related to our new labor management system roll-out and increases inhealth, general and professional liability costs of $21.0 million from the change in claims experience. In addition, our provision for doubtful accounts increased by$8.0 million . Same Facilities cost of services increased due to an increase in health, general and professional liability costs of $12.5 million , partially offset by thedecrease in worker compensation costs of $2.2 million .Assisted and Independent Living Services Year Ended December 31, % 2016 2015 Change Change (Dollars in thousands) Cost of service dollars $78,872 $57,396 $21,476 37.4 %Revenue percentage 63.8% 65.1% (1.3)%Cost of services related to our assisted and independent living services segment increased $21.5 million , or 37.4% , primarily due to organic operationalgrowth. The largest component of cost of services is labor expenses. Cost of services as a percentage of total revenue decreased by 1.3% as a result of reduction inlabor costs.Home Health and Hospice Services Year Ended December 31, % 2016 2015 Change Change (Dollars in thousands) Cost of service dollars $96,753 $74,557 $22,196 29.8%Revenue percentage 83.5% 82.5% 1.0%Cost of services related to our home health and hospice services segment increased $22.2 million , or 29.8% due to additional costs at agencies acquiredduring 2016 of $12.4 million and organic operational growth. Cost of services as a percentage of total revenue increased by 1.0% primarily due to costs related tostart-up and transitioning operations. We have generally experienced higher costs due to the addition of resources at our newly acquired and start-up agencies.86Table of ContentsGain related to divestitures . We recorded a gain of $19.2 million relate to the sale of our urgent care centers in 2016. The gain is partially offset by thecharges of $7.9 million related to the closure of one facility in February 2016. The charges represent the present value of rental payments of $6.5 million relatedto our continued obligation liability under the lease and related closing expenses. Similar charges and gains did not occur in 2015.Rent — Cost of Services . Rent — cost of services increased $35.8 million , or 40.3% , to $124.6 million . Rent - cost of service as a percentage of totalrevenue increased by 0.9% to 7.5% . The additional increase in rent was primarily due to new leases for newly opened and acquired operations.General and Administrative Expense. General and administrative expense increased by $5.0 million , or 7.8% , to $69.2 million . The increase was primarilydue to our operational growth during 2016, coupled with an increase in expenses incurred to acquire new operations and additional share-based compensationexpense related to the new management subsidiary equity plan that was implemented in the second quarter of 2016, offset by a reduction in incentives. In addition,general and administrative expense as a percentage of revenue decreased as a percentage of revenue by 0.6% to 4.2% .Depreciation and Amortization. Depreciation and amortization expense increased $10.6 million , or 37.6% , to $38.7 million . Depreciation and amortizationexpense increased as a percentage of total revenue by 0.2% to 2.3% . This increase was primarily related to the additional depreciation and amortization incurred asa result of our newly acquired operations of $6.2 million . Of the increase at Recently Acquired Facilities, $1.6 million represented amortization expense of patientbase intangible assets which are amortized over four to eight months.Other Expense, net. Other expense, net increased $4.0 million to $6.0 million . Other expense as a percentage of revenue increased by 0.2% to 0.3% . Theincrease is due to interest expense incurred related to additional borrowings under the credit facility.Provision for Income Taxes. The provision for income taxes is based upon our annual reported income for each respective accounting period and includesthe effect of certain non-taxable and non-deductible items. Our effective tax rate was 38.4% for the year ended December 31, 2016 compared to 38.6% for thesame period in 2015. The effective tax rate was consistent with the prior year.Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014Revenue Year Ended December 31, 2015 2014 Revenue Dollars RevenuePercentage Revenue Dollars Revenue Percentage (Dollars in thousands)Transitional and skilled services $1,126,388 83.9% $901,470 87.7%Assisted and independent living services 88,129 6.6% 48,848 4.8Home health and hospice services: Home health 47,955 3.6 29,577 2.9Hospice 42,401 3.2 24,939 2.4Total home health and hospice services 90,356 6.8 54,516 5.3All other (1) 36,953 2.7 22,572 2.2Total revenue $1,341,826 100.0% $1,027,406 100.0%(1) Includes revenue from services provided at our urgent care clinics and mobile ancillary operations.Consolidated revenue increased $314.4 million, or 30.6%. Transitional and skilled services revenue increased by $224.9 million , or 25.0% , mainlyattributable to the increase in operational level occupancy, revenue per patient day skilled mix and the impact of acquisitions. Assisted and independent livingrevenue increased by $39.3 million , or 80.4% , due to the increase in average monthly revenue per unit coupled with the addition of 31 assisted and independentliving operations in seven states between January 1, 2014 and December 31, 2015. Home health and hospice services revenue increased by $35.8 million , or 65.7%, mainly due to an increase in volume in existing agencies, revenue per episode, and census coupled with acquisitions. Revenue from acquisitions increasedconsolidated revenue by $233.8 million in 2015 compared to 2014.87Table of ContentsTransitional and Skilled Services Year Ended December 31, 2015 2014 (Dollars in thousands) Change % ChangeTotal Facility Results: Transitional and skilled revenue$1,126,388 $901,470 $224,918 25.0%Number of facilities at period end131 108 23 21.3%Number of campuses at period end*15 12 3 25.0%Actual patient days3,873,409 3,306,296 567,113 17.2%Occupancy percentage — Operational beds77.6% 77.3% 0.3%Skilled mix by nursing days30.4% 27.6% 2.8%Skilled mix by nursing revenue52.6% 50.8% 1.8% Year Ended December 31, 2015 2014 (Dollars in thousands) Change % ChangeSame Facility Results(1): Transitional and skilled revenue$856,276 $803,173 $53,103 6.6%Number of facilities at period end82 82 — —%Number of campuses at period end*11 11 — —%Actual patient days2,909,817 2,900,145 9,672 0.3%Occupancy percentage — Operational beds80.8% 80.0% 0.8%Skilled mix by nursing days30.3% 28.4% 1.9%Skilled mix by nursing revenue52.9% 51.7% 1.2% Year Ended December 31, 2015 2014 (Dollars in thousands) Change % ChangeTransitioning Facility Results(2): Transitional and skilled revenue$66,823 $61,955 $4,868 7.9%Number of facilities at period end12 12 — —%Number of campuses at period end*1 1 — —%Actual patient days271,918 271,629 289 0.1%Occupancy percentage — Operational beds64.1% 62.9% 1.2%Skilled mix by nursing days20.9% 19.1% 1.8%Skilled mix by nursing revenue42.5% 40.2% 2.3% Year Ended December 31, 2015 2014 (Dollars in thousands) Change % ChangeRecently Acquired Facility Results(3): Transitional and skilled revenue$203,289 $36,342 $166,947 NMNumber of facilities at period end37 15 22 NMNumber of campuses at period end*3 — 3 NMActual patient days691,674 134,522 557,152 NMOccupancy percentage — Operational beds71.7% 61.1% NMSkilled mix by nursing days34.2% 28.7% NMSkilled mix by nursing revenue54.9% 48.5% NM__________________* Campus represents a facility that offers both skilled nursing and assisted and/or independently living services. Revenue and expenses related to skilled nursing and assisted and independentliving services have been allocated and recorded in the respective reportable segment.(1)Same Facility results represent all facilities purchased prior to January 1, 2012.(2)Transitioning Facility results represents all facilities purchased from January 1, 2012 to December 31, 2013.(3)Recently Acquired Facility (Acquisitions) results represent all facilities purchased on or subsequent to January 1, 2014.88Table of ContentsTransitional and skilled services revenue increased $224.9 million , or 25.0% . Of the $224.9 million increase, Medicare and managed care revenue increased$114.2 million , or 27.7% , Medicaid custodial revenue increased $78.1 million , or 22.2% , private and other revenue increased $11.9 million , or 13.9% , andMedicaid skilled revenue increased $20.7 million , or 40.6% .Transitional and skilled services revenue generated by Same Facilities increased $53.1 million , or 6.6% . This increase reflects the following:•Managed care revenue increased by $15.6 million , or 12.8% , which was driven by a 10.4% increase in managed care days as well as a 1.7% increasein managed care revenue per patient day.•Medicare revenue increased by $10.3 million , or 4.1% , as a result of a 1.8% increase in Medicare days as well as a 2.2% increase in Medicarerevenue per patient day.•Medicaid revenue increased by $21.4 million , or 8.2% , primarily due to a 7.7% increase in Medicaid revenue per patient day.•In addition, Same Facilities patient days were also impacted by the flooding at one of our operating subsidiaries, which re-opened at the end of May2015 and resulted in a decrease in the facility's patient days by 13,781 days.Transitional and skilled services revenue generated by Transitioning Facilities increased $4.9 million , or 7.9% . This increase is due to increases in totalpatient days and revenue per patient day of 2.3% and 6.5% , respectively.Transitional and skilled services revenue generated by Recently Acquired Facilities increased by approximately $166.9 million . Since January 1, 2014, wehave acquired 40 facilities in ten states.Historically, we have generally experienced lower occupancy rates, lower skilled mix and quality mix at Recently Acquired Facilities and therefore, weanticipate generally lower overall occupancy during years of growth. In the future, if we acquire additional facilities into our overall portfolio, we expect this trendto continue. Accordingly, we anticipate our overall occupancy will vary from quarter to quarter based upon the maturity of the facilities within our portfolio.Included in our metrics at Recently Acquired Facilities are six facilities we acquired that are matured and have higher occupancy rates, higher skilled mix days andskilled mix revenue.The following table reflects the change in the skilled nursing average daily revenue rates by payor source, excluding services that are not covered by the dailyrate: Year Ended December 31, Same Facility Transitioning Acquisitions Total 2015 2014 2015 2014 2015 2014 2015 2014Skilled Nursing Average DailyRevenue Rates: Medicare$568.08 $556.11 $485.63 $462.51 $524.90 $542.66 $555.50 $549.12Managed care419.39 412.26 462.72 456.88 443.60 448.43 427.16 416.74Other skilled456.62 447.26 331.93 253.00 361.20 321.73 436.41 437.08Total skilled revenue497.93 491.22 476.58 460.42 463.92 446.07 490.07 487.55Medicaid194.26 180.40 176.59 166.35 195.14 187.52 193.04 179.45Private and other payors193.90 189.28 145.30 149.56 209.51 209.85 192.04 185.79Total skilled nursing revenue$286.65 $269.72 $234.36 $219.98 $288.53 $264.21 $283.31 $265.41Medicare daily rates at Same Facilities and Transitioning Facilities increased by 2.2% and 5.0%, respectively. The increases were impacted by a 1.2% netmarket basket increase, which went into effect in October 2015, compared to a net market basket increase of 2.0%, which went into effect in October 2014. Inaddition, the increase in Medicare daily rates was impacted by the continuous shift towards higher acuity patients.The average Medicaid rates increased 7.6% primarily due to increases in rates in various states, supplemental Medicaid payments received from thesupplemental payment program in the state of Texas, as well as quality improvement program from the states of Arizona and California.89Table of ContentsPayor Sources as a Percentage of Skilled Nursing Services. We use both our skilled mix and quality mix as measures of the quality of reimbursements wereceive at our affiliated skilled nursing facilities over various periods. The following tables set forth our percentage of skilled nursing patient revenue and days bypayor source: Year Ended December 31, Same Facility Transitioning Acquisitions Total 2015 2014 2015 2014 2015 2014 2015 2014Percentage of SkilledNursing Revenue: Medicare29.6% 30.2% 27.5% 25.8% 25.1% 18.7% 28.6% 29.4%Managed care15.9 15.1 14.8 14.4 23.3 20.9 17.2 15.3Other skilled7.4 6.4 0.2 — 6.5 8.9 6.8 6.1Skilled mix52.951.7 42.540.2 54.948.5 52.6 50.8Private and other payors8.1 9.0 9.7 11.4 8.0 8.6 8.2 9.1Quality mix61.0 60.7 52.2 51.6 62.9 57.1 60.8 59.9Medicaid39.0 39.3 47.8 48.4 37.1 42.9 39.2 40.1Total skilled nursing100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Year Ended December 31, Same Facility Transitioning Acquisitions Total 2015 2014 2015 2014 2015 2014 2015 2014Percentage of SkilledNursing Days: Medicare14.9% 14.6% 13.3% 12.2% 13.8% 9.1% 14.6% 14.2%Managed care10.8 9.9 7.5 6.9 15.2 12.3 11.4 9.7Other skilled4.6 3.9 0.1 — 5.2 7.3 4.4 3.7Skilled mix30.328.4 20.919.1 34.228.7 30.4 27.6Private and other payors12.1 12.8 15.6 16.8 11.0 10.9 12.1 13.1Quality mix42.4 41.2 36.5 35.9 45.2 39.6 42.5 40.7Medicaid57.6 58.8 63.5 64.1 54.8 60.4 57.5 59.3Total skilled nursing100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Assisted and Independent Living Services Year Ended December 31, 2015 2014 (Dollars in thousands) Change % ChangeRevenue88,129 48,848 $39,281 80.4 %Number of facilities at period end40 15 25 166.7 %Number of campuses at period end15 12 3 25.0 %Occupancy percentage (units)75.3% 77.3% (2.0)%Average monthly revenue per unit$2,644 $2,315 $329 14.2 %Assisted and independent living revenue increased $39.3 million , or 80.4% . The increase in revenue is primarily due to the increase in average monthlyrevenue per unit coupled with the addition of 31 assisted and independent living operations in seven states between January 1, 2014 and December 31, 2015. Thedecrease in occupancy is due to acquisitions of assisted and living facilities with lower occupancy rates.Home Health and Hospice Services90Table of Contents Year Ended December 31, 2015 2014 Change % Change (Dollars in thousands) Home health and hospice revenue Home health services$47,955 $29,577 $18,378 62.1%Hospice services42,401 24,939 17,462 70.0Total home health and hospice revenue$90,356 $54,516 $35,840 65.7%Home health services: Average Medicare Revenue per Completed Episode$2,929 $2,840 $89 3.1%Hospice services: Average Daily Census679 420 259 61.7%Home health and hospice revenue increased $35.8 million , or 65.7% . Of the $35.8 million increase, Medicare and managed care revenue increased $29.1million, or 63.3%, and Medicaid revenue increased $3.7 million, or 70.5%. The increase in revenue is primarily due to the increase in volume in existing agencies,revenue per episode and census, coupled with the addition of 16 home health, hospice and home care operations in seven states between January 1, 2014 andDecember 31, 2015.Cost of ServicesThe following table sets forth our total cost of services by each of our reportable segments and our "All Other" category for the periods indicated (dollars inthousands): Year Ended December 31, 2015 2014 Transitional andSkilled Services Assisted andIndependent LivingServices Home Healthand Hospice All Other Total Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand Hospice All Other TotalCost ofservice $902,352$57,396$74,557$33,389 $1,067,694 $723,998 $32,684 $43,497 $22,490 $822,669Consolidated cost of services increased $245.0 million, or 29.8%, primarily due to acquisitions for all segments, including the All Other category.Transitional and Skilled Services Year Ended December 31, % 2015 2014 Change Change (Dollars in thousands) Cost of service dollars $902,352 $723,998 $178,354 24.6 %Revenue percentage 80.1% 80.3% (0.2)%Cost of services related to our transitional and skilled services segment increased $178.4 million , or 24.6% due to additional costs at Recently AcquiredFacilities of $142.2 million and organic operational growth. Cost of revenue decreased slightly as a percentage of revenue. The largest component of cost ofservices is labor expenses. Same Facility cost of services as a percentage of revenue decreased by 0.2% as a result of reduction in labor costs and insuranceexpenses.Assisted and Independent Living Services Year Ended December 31, % 2015 2014 Change Change (Dollars in thousands) Cost of service dollars $57,396 $32,684 $24,712 75.6 %Revenue percentage 65.1% 66.9% (1.8)%91Table of ContentsCost of services related to our assisted and independent living services segment increased $24.7 million , or 75.6% , primarily due newly acquired facilities.The largest component of costs of services is labor expenses. Cost of services as a percentage of total revenue decreased by 1.8% as a result of reduction in laborcosts.Home Health and Hospice Services Year Ended December 31, % 2015 2014 Change Change (Dollars in thousands) Cost of service dollars $74,557 $43,497 $31,060 71.4%Revenue percentage 82.5% 79.8% 2.7%Cost of services related to our home health and hospice services segment increased $31.1 million, or 71.4%, due to additional costs at agencies acquiredduring 2015 of $14.8 million and organic operational growth. Cost of services as a percentage of total revenue increased by 2.7% primarily due to costs related tostart-up and transitioning operations. We have generally experienced higher costs due to the addition of resources at our newly acquired and start-up agencies.Rent — Cost of Services . Rent — cost of services increased $40.3 million, or 83.1%, to $88.8 million. Rent - cost of service as a percentage of total revenueincreased by 1.9% to 6.6%. The increase in rent was primarily due to lease agreements under the Master Leases entered into with CareTrust in connection with theSpin-Off and new leases for newly opened and acquired operations. Rent expense under the Master Leases was $56.0 million for 2015, which included a full 12months of rent under the Master Leases, compared to $32.7 million, which included rent under the Master Leases for the seven month period from the date of theSpin-Off in June 2014.General and Administrative Expense. General and administrative expense increased $7.3 million, or 12.8%, to $64.2 million. General and administrativeexpense decreased as a percentage of revenue by 0.7% to 4.8%. General and administrative expense in 2014 included costs of approximately $9.0 million incurredin connection with the Spin-Off. Excluding these costs, general and administrative expense as a percentage of revenue was 4.7% in 2014. The increase wasprimarily due to the operational growth during 2015 and the addition of resources in our post acute continuum team working on bundled payments, value-basedprograms for care improvement initiatives, managed care providers and other initiatives.Depreciation and Amortization. Depreciation and amortization expense decreased $1.7 million, or 6.4%, to $28.1 million. Depreciation and amortizationexpense decreased as a percentage of total revenue by 0.5% to 2.1%. This decrease was primarily related to the transfer of real properties to CareTrust inconnection with the Spin-Off, offset by additional depreciation incurred as a result of our newly acquired operations of $6.9 million. Included in the depreciationand amortization associated with our newly acquired operations is $1.0 million of amortization expense of patient base intangible assets which are amortized overfour to eight months.Other Expense, net. Other expense, net decreased $10.4 million to $2.0 million. Other expense as a percentage of revenue decreased by 1.2% to 0.1%.Interest expense in 2015 declined due to the payoff of debt in connection with the Spin-Off in 2014.Provision for Income Taxes. The provision for income taxes is based upon our annual reported income for each respective accounting period and includes theeffect of certain non-taxable and non-deductible items. Our effective tax rate was 38.6% in 2015 compared to 44.4% in 2014. The effective income tax rate for2014 was negatively impacted by charges of $14.8 million in connection with the Spin-Off, which included permanent non-deductible transaction costs. Thesecosts did not recur in 2015.92Table of ContentsLiquidity and Capital ResourcesOur primary sources of liquidity have historically been derived from our cash flows from operations and long-term debt secured by our real property and ourrevolving credit facilities.Historically, we have financed the majority of our acquisitions primarily through financing of our operating subsidiaries through mortgages, our revolvingcredit facility, and cash generated from operations. Cash paid for assets acquisition was $120.9 million , $17.8 million and $7.9 million for the years endedDecember 31, 2016, 2015 and 2014, respectively. Cash paid for business acquisitions was $64.3 million , $110.8 million and $92.7 million for 2016, 2015 and2014, respectively. Total capital expenditures for property and equipment were $65.7 million , $60.0 million and $53.7 million for the years ended December 31,2016, 2015 and 2014, respectively. We currently have approximately $55.0 million budgeted for renovation projects for 2017. We believe our current cashbalances, our cash flow from operations and the amounts available under our credit facility will be sufficient to cover our operating needs for at least the next 12months.We may in the future seek to raise additional capital to fund growth, capital renovations, operations and other business activities, but such additional capitalmay not be available on acceptable terms, on a timely basis, or at all.Our cash and cash equivalents as of December 31, 2016 consisted of bank term deposits, money market funds and U.S. Treasury bill related investments. Inaddition, as of December 31, 2016 , we held debt security investments of approximately $35.2 million , which were split between AA, A and BBB+ ratedsecurities. Our market risk exposure is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. The primary objective ofour investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasingrisk. Due to the low risk profile of our investment portfolio, an immediate 10% change in interest rates would not have a material effect on the fair market value ofour portfolio. Accordingly, we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change inmarket interest rates on our securities portfolio.The following table presents selected data from our consolidated statement of cash flows for the periods presented: Year Ended December 31, 2016 2015 2014 (In thousands)Net cash provided by operating activities$73,888 $33,369 $84,880Net cash used in investing activities(210,636) (168,538) (172,851)Net cash provided by financing activities152,885 126,330 72,624Net increase (decrease) in cash and cash equivalents16,137 (8,839) (15,347)Cash and cash equivalents at beginning of period41,569 50,408 65,755Cash and cash equivalents at end of period$57,706 $41,569 $50,408Year Ended December 31, 2016 Compared to Year Ended December 31, 2015Net cash provided by operating activities for the year ended December 31, 2016 increased by $40.5 million . The increase was primarily due to the timing inaccounts receivable collections and payments of the other operating assets and liabilities such as accounts payable and other accrued expenses. Operating activitiesfor the year ended December 31, 2016 include the gain on sale of urgent care centers of $19.2 million . Similar gains did not occur in 2015.Net cash used in investing activities for the year ended December 31, 2016 increased by $42.1 million . The increase was primarily the result of the increasein purchases of business and asset acquisitions of $73.6 million , partially offset by the cash received from the sale of the urgent care centers of $40.7 million . Inaddition, capital expenditures increased by $5.7 million . The increase in capital expenditures in 2016 resulted from our continued investments in connection withconstructing new facilities in existing and new markets and our continued investment in expanding and renovating our existing operations.Net cash provided by financing activities increased by $26.6 million . This increase was primarily due to the receipt of $510.0 million in borrowing proceedsfrom our amendment of the credit facilities during the year ended December 31, 2016 , partially offset by an increase in long-term debt repayments of $345.1million and by the repurchases of common stock of $30.0 million .Years Ended December 31, 2015 Compared to Years Ended December 31, 201493Table of ContentsNet cash provided by operating activities in 2015 decreased by $51.5 million. The decrease was primarily due to an increase in accounts receivable due toacquisitions which resulted in delayed timing of the receipt of payments for services provided to patients due to federal and state processing of licensure, offset bythe timing of the other operating assets and liabilities such as payment of accounts payable and other accrued expenses and improved operating results in 2015. Wealso increased our insurance subsidiary deposits and investments by $10.8 million in 2015 compared to $1.5 million in 2014.Net cash used in investing activities in 2015 decreased by $4.4 million. The decrease was due to the decrease in cash paid for business acquisitions and assetacquisitions, net of escrow deposits, of $3.0 million, offset by the increase in capital expenditures of $6.3 million and the increase in rent deposits for new leaseagreements of $2.7 million. The increase in capital expenditures in 2015 resulted from our continued investments to constructing new facilities in existing and newmarkets and expanding and renovating our existing operations.Net cash provided by financing activities increased by $53.7 million. This increase was primarily due to the net proceeds received from the common stockoffering of $106.1 million and net proceeds from our revolving credit facility of $19.6 million on the revolving credit facility and other debt in 2015 and other cashoutflows related to the Spin-Off during the year ended December 31, 2014 that did not recur in 2015.Principal Debt Obligations and Capital ExpendituresTotal long-term debt obligations, net of debt discount, outstanding as of the end of each fiscal year were as follows: December 31, 2012 2013 2014 2015 2016 (In thousands)Credit facilities and term loans$139,447 $193,189 $65,000 $85,000 $270,125Mortgage loan and promissory notes68,245 66,117 3,390 14,671 14,032Total$207,692 $259,306 $68,390 $99,671 $284,157The following table represents our cumulative growth from 2009 to the present: December 31, 2009 2010 2011 2012 2013 2014 2015 2016Cumulative number of skilled nursing,assisted and independent living facilities77 82 102 108 119 136 186 210Cumulative number of home health, homecare and hospice agencies1 3 7 10 16 25 32 39Cumulative number of urgent care centers— — — 3 7 14 17 —Credit Facility with a Lending Consortium Arranged by SunTrustWe maintain a credit facility with a lending consortium arranged by SunTrust (as amended to date, the Credit Facility). On July 19, 2016, we entered into thesecond amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase the aggregate principalamount up to $450,000 . The Second Amended Credit Facility comprised of a $300,000 revolving credit facility and a $150,000 term loan. Borrowings under theterm loan portion of the Second Amended Credit Facility will mature on February 5, 2021 and amortize in equal quarterly installments, in an aggregate annualamount equal to 5.0% per annum of the original principal amount. The interest rates and commitment fee applicable to the Second Amended Credit Facility aresimilar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms and conditions of the AmendedCredit Facility remained in full force and effect as described below.On February 5, 2016, we amended our existing revolving credit facility to increase our aggregate principal amount available to $250.0 million (the AmendedCredit Facility). Under the Amended Credit Facility, we may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $150.0million . The interest rates applicable to loans under the Amended Credit Facility are, at our option, equal to either a base rate plus a margin ranging from 0.75% to1.75% per annum or LIBOR plus a margin ranging from 1.75% to 2.75% per annum, based on the Consolidated Total Net Debt to Consolidated EBITDA ratio (asdefined in the agreement). In addition, we will pay a commitment fee on the unused portion of the commitments under the Amended Credit Facility that will rangefrom 0.3% to 0.5% per annum, depending on the Consolidated Total Net Debt to94Table of ContentsConsolidated EBITDA ratio of the Company and our subsidiaries. We are permitted to prepay all or any portion of the loans under the Amended Credit Facilityprior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders.The Credit Facility is secured by a pledge of stock of our material operating subsidiaries as well as a first lien on substantially all of our personal property.The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and our operatingsubsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certainmaterial agreements and pay certain dividends and other restricted payments. Under the Credit Facility, we must comply with financial maintenance covenants tobe tested quarterly, consisting of a maximum Consolidated Total Net Debt to Consolidated EBITDA ratio (which shall be increased to 3.50:1.00 for the currentfiscal quarter and the immediate following three fiscal quarters), and a minimum interest/rent coverage ratio (which cannot be below 1.50:1.00). The majority oflenders can require that we and our operating subsidiaries mortgage certain of our real property assets to secure the credit facility if an event of default occurs, theConsolidated Total Net Debt to Consolidated EBITDA ratio is above 2.75:1.00 for two consecutive fiscal quarters, or our liquidity is equal or less than 10% of theAggregate Revolving Commitment Amount (as defined in the agreement) for ten consecutive business days, provided that such mortgages will no longer berequired if the event of default is cured, the Consolidated Total Net Debt to Consolidated EBITDA ratio is below 2.75:1.00 for two consecutive fiscal quarters, orour liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable. As ofDecember 31, 2016 , our operating subsidiaries had $270.1 million outstanding under the Credit Facility. The outstanding balance on the on the term loan was$148.1 million , of which $7.5 million is classified as short-term and the remaining $140.6 million is classified as long-term. The outstanding balance on therevolving Credit Facility was $122.0 million , which is classified as long-term. We were in compliance with all loan covenants as of December 31, 2016 .On May 30, 2014, we entered into the Credit Facility in an aggregate principal amount of $150,000 from a syndicate of banks and other financial institutions.Under the Credit Facility, we may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $75,000 . The interest rates applicableto loans under the Credit Facility are, at our option, equal to either a base rate plus a margin ranging from 1.25% to 2.25% per annum or LIBOR plus a marginranging from 2.25% to 3.25% per annum, based on the debt to Consolidated EBITDA ratio of the Company and our operating subsidiaries as defined in theagreement. In addition, the Company will pay a commitment fee on the unused portion of the commitments under the Credit Facility that will range from 0.30% to0.50% per annum, depending on the debt to Consolidated EBITDA ratio of the Company and our operating subsidiaries. Loans made under the Credit Facility arenot subject to interim amortization. We are not required to repay any loans under the Credit Facility prior to maturity, other than to the extent the outstandingborrowings exceed the aggregate commitments under the Credit Facility.The Credit Facility is guaranteed, jointly and severally, by certain of our wholly owned subsidiaries, and is secured by substantially all of our personalproperty. Under the Credit Facility, we must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to consolidatedEBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and our operating subsidiaries mortgage certainof their real property assets to secure the Credit Facility if an event of default occurs, the debt to consolidated EBITDA ratio is above 2.50 : 1.00 for twoconsecutive fiscal quarters, or our liquidity is equal or less than 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) for tenconsecutive business days, provided that such mortgages will no longer be required if the event of default is cured, the debt to consolidated EBITDA ratio is below2.50 : 1.00 for two consecutive fiscal quarters, or our liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) orninety consecutive days, as applicable.As of February 6, 2017 , there was approximately $300.0 million outstanding under the Credit Facility.Mortgage Loans and Promissory NoteWe have outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loans are insuredwith the U.S. Department of Housing and Urban Development (HUD), which subjects our operating subsidiaries to HUD oversight and periodic inspections. Themortgage loans and note bear fixed interest rates between 2.6% and 5.3% per annum. Amounts borrowed under the mortgage loans may be prepaid starting afterthe second anniversary of the notes subject to prepayment fees of the principal balance on the date of prepayment. These prepayment fees are reduced by 1.0% peryear for years three through eleven of the loan. There is no prepayment penalty after year eleven . The terms of the mortgage loans and note are between 12 and 33years. The mortgage loans and note are secured by the real property comprising the facilities and the rents, issues and profits thereof, as well as all personalproperty used in the operation of the facilities. As of December 31, 2016 , our operating subsidiaries had $14.0 million outstanding under the mortgage loans andnote, of which $0.6 million is classified as short-term and the remaining $13.4 million is classified as long-term.95Table of ContentsContractual Obligations, Commitments and ContingenciesThe following table sets forth our principal contractual obligations and commitments as of December 31, 2016, including the future periods in whichpayments are expected: 2017 2018 2019 2020 2021 Thereafter Total (In thousands) Operating lease obligations $137,247 $140,211 $139,851 $139,191 $138,498 $1,145,188 $1,840,186Long-term debt obligations $8,129 $8,178 $8,208 $8,241 $240,900 $10,501 $284,157Interest payments on long-term debt $523 $515 $485 $452 $418 $3,186 $5,579Total $145,899 $148,904 $148,544 $147,884 $379,816 $1,158,875 $2,129,922Not included in the table above are our actuarially determined self-insured general and professional malpractice liability, workers' compensation and medical(including prescription drugs) and dental healthcare obligations which are broken out between current and long-term liabilities in our financial statements includedin this Annual Report.We lease from CareTrust REIT, Inc. (CareTrust) real property associated with 93 affiliated skilled nursing, assisted living and independent living facilitiesused in our operations under the Master Leases as a result of the tax free spin-off (Spin-Off). The Master Leases consist of multiple leases, each with its own poolof properties, that have varying maturities and diversity in property geography. Under each master lease, our individual subsidiaries that operate those propertiesare the tenants and CareTrust's individual subsidiaries that own the properties subject to the Master Leases are the landlords. The rent structure under the MasterLeases includes a fixed component, subject to annual escalation equal to the lesser of the percentage change in the Consumer Price Index (but not less than zero) or2.5% .We do not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease isterminated prior to its expiration other than with CareTrust’s consent, we may be liable for damages and incur charges such as continued payment of rent throughthe end of the lease term and maintenance and repair costs for the leased property.The Master Leases arrangement is commonly known as a triple-net lease. Accordingly, in addition to rent, we are required to pay the following: (1) allimpositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor), (2) all utilities and other services necessary orappropriate for the leased properties and the business conducted on the leased properties, (3) all insurance required in connection with the leased properties and thebusiness conducted on the leased properties, (4) all facility maintenance and repair costs and (5) all fees in connection with any licenses or authorizations necessaryor appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases was approximately $56.3million , $56.0 million and $32.7 million for the years ended December 31, 2016, 2015 and 2014 , respectively.At our option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. If weelect to renew the term of a Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease.Among other things, under the Master Leases, we must maintain compliance with specified financial covenants measured on a quarterly basis, including aportfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. As ofDecember 31, 2016 , we were in compliance with the Master Leases' covenants.During the first quarter of 2016, we voluntarily discontinued operations in one of our skilled nursing facilities in order to preserve the overall ability to servethe residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, we entered into an agreement withour landlord allowing for the closure of the property as well as other provisions to allow our landlord to transfer the property and the licenses free and clear of theapplicable master lease. This arrangement will not impact the rent expense to be paid in 2016, or expected to be paid in future periods, and will have no materialimpact on our lease coverage ratios under the Master Leases.We also lease certain affiliated facilities and our administrative offices under non-cancelable operating leases, most of which have initial lease terms rangingfrom five to 20 years . We have entered into multiple lease agreements with various landlords to operate newly constructed state-of-the-art, full-service healthcareresorts upon completion of construction. The term of each lease is 15 years with two five -year renewal options and is subject to annual escalation equal to thepercentage change in the Consumer96Table of ContentsPrice Index with a stated cap percentage. In addition, we lease certain of our equipment under non-cancelable operating leases with initial terms ranging from threeto five years . Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense, inclusive of straight-line rent adjustmentsand rent associated with the Master Leases noted above, was $125.2 million , $89.3 million and $48.9 million for the years ended December 31, 2016, 2015 and2014 , respectively.Twenty-two of our affiliated facilities, excluding the facilities that are operated under the Master Leases from CareTrust, are operated under five separatemaster lease arrangements. Under these master leases, a breach at a single facility could subject one or more of the other affiliated facilities covered by the samemaster lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of our leases, master leaseagreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master leaseportfolio and could trigger cross-default provisions in our outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure thecomposition of the portfolio or economic terms of the lease without the consent of the landlord.In November 2016, we entered into an agreement with our landlord to terminate the lease effective as of November 16, 2016. The lease of the facility wasscheduled to expire on May 31, 2031. The lease terminates effective as of November 16, 2016. In addition, a number of our individual facility leases are held bythe same or related landlords, and some of these leases include cross-default provisions that could cause a default at one facility to trigger a technical default withrespect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. Weare not aware of any defaults as of December 31, 2016 .U.S. Government InquiryIn late 2006, we learned that we might be the subject of an on-going criminal and civil investigation by the DOJ. This was confirmed in March 2007. Theinvestigation was prompted by a whistleblower complaint, and related primarily to claims submitted to the Medicare program for rehabilitation services provided atskilled nursing facilities in Southern California. We resolved and settled the matter for $48.0 million in 2013.In October 2013, we and the government executed a final settlement agreement in accordance with the April agreement and we remitted full payment of$48.0 million . In addition, we executed a five-year corporate integrity agreement with the Office of Inspector General HHS as part of the resolution.See additional description of our contingencies in Notes 16, Debt, 18, Leases and 20, Commitments and Contingencies in Notes to Consolidated FinancialStatements.InflationWe have historically derived a substantial portion of our revenue from the Medicare program. We also derive revenue from state Medicaid and similarreimbursement programs. Payments under these programs generally provide for reimbursement levels that are adjusted for inflation annually based upon the state’sfiscal year for the Medicaid programs and in each October for the Medicare program. These adjustments may not continue in the future, and even if received, suchadjustments may not reflect the actual increase in our costs for providing healthcare services.Labor and supply expenses make up a substantial portion of our cost of services. Those expenses can be subject to increase in periods of rising inflation andwhen labor shortages occur in the marketplace. To date, we have generally been able to implement cost control measures or obtain increases in reimbursementsufficient to offset increases in these expenses. We may not be successful in offsetting future cost increases.Off-Balance Sheet ArrangementsAs of December 31, 2016 , we had approximately $2.3 million on our credit facility of borrowing capacity pledged as collateral to secure outstanding lettersof credit.97Table of ContentsItem 7A. Quantitative and Qualitative Disclosures about Market RiskInterest Rate Risk. We are exposed to risks associated with market changes in interest rates. Our credit facility exposes us to variability in interest paymentsdue to changes in LIBOR interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our mortgages and promissorynotes require principal and interest payments through maturity pursuant to amortization schedules.Our mortgages generally contain provisions that allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed tomake early repayment prior to a cutoff date. Where prepayment is permitted, we are generally allowed to make prepayments only at a premium which is oftendesigned to preserve a stated yield to the note holder. These prepayment rights may afford us opportunities to mitigate the risk of refinancing our debts at maturityat higher rates by refinancing prior to maturity.At December 31, 2016 , our subsidiaries had $270.1 million outstanding under the credit facility. On July 19, 2016, we entered into the Second AmendedCredit Facility with a lending consortium arranged by SunTrust to make available a credit facility consisting of a $300.0 million revolving line of credit and a$150.0 million term loan component. Borrowings under the term loan portion of the credit facility mature on February 5, 2021 and amortize in equal quarterlyinstallments, in an aggregate annual amount equal to 5.0% per annum of the original principal amount. The interest rates, at our option, are equal to either a baserate plus a premium or LIBOR plus a premium. In addition, we are subject to pay a commitment fee on the unused portion of the commitments under the creditfacility discussed in Item 7 of this Annual Report under the heading “Liquidity and Capital Resources.” Our exposure to fluctuations in interest rates may increaseor decrease in the future with increases or decreases in the outstanding amount under the credit facility. As of December 31, 2016 , our operating subsidiaries had$270.1 million outstanding under the credit facility. The outstanding balance on the on the term loan was $148.1 million , of which $7.5 million is classified asshort-term and the remaining $140.6 million is classified as long-term. The outstanding balance on the revolving credit facility was $122.0 million , which isclassified as long-term.Our cash and cash equivalents as of December 31, 2016 consisted of bank term deposits, money market funds and U.S. Treasury bill related investments. Inaddition, as of December 31, 2016 , we held debt security investments of approximately $35.2 million , which were split between AA, A, and BBB+ ratedsecurities. Our market risk exposure is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. The primary objective ofour investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasingrisk. Due to the low risk profile of our investment portfolio, an immediate 10% change in interest rates would not have a material effect on the fair market value ofour portfolio. Accordingly, we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change inmarket interest rates on our securities portfolio.The above only incorporates those exposures that exist as of December 31, 2016 and does not consider those exposures or positions which could arise afterthat date. If we diversify our investment portfolio into securities and other investment alternatives, we may face increased risk and exposures as a result of interestrisk and the securities markets in general.Item 8. Financial Statements and Supplementary DataQuarterly Financial Data (Unaudited)The following table presents our unaudited quarterly consolidated results of operations for each of the eight quarters in the two-year period endedDecember 31, 2016. The unaudited quarterly consolidated information has been derived from our unaudited quarterly financial statements on Forms 10-Q, whichwere prepared on the same basis as our audited consolidated financial statements. You should read the following table presenting our quarterly consolidated resultsof operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Theoperating results for any quarter are not necessarily indicative of the operating results for any future period.98Table of Contents Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, 2016 2016 2016 2016 2015 2015 2015 2015 (In thousands, except per share data)Revenue$433,048 $428,065 $410,517 $383,234 $373,155 $351,086 $311,056 $306,529Cost of services355,997 348,971 330,538 306,308 297,401 280,545 248,292 241,456Total expenses397,365 408,025 390,708 366,919 348,818 329,498 289,072 281,355Income from operations35,683 20,040 19,809 16,315 24,337 21,588 21,984 25,174Net income$21,006 $11,184 $11,363 $9,290 $14,437 $13,159 $13,233 $15,088Income (loss) attributable to noncontrollinginterests2,669 29 37 118 836 (313) 45 (82)Net income attributable to The Ensign Group, Inc.$18,337 $11,155 $11,326 $9,172 $13,601 $13,472 $13,188 $15,170Net income per share attributable to The EnsignGroup, Inc. Basic$0.36 $0.22 $0.23 $0.18 $0.27 $0.26 $0.26 $0.32Diluted$0.35 $0.21 $0.22 $0.18 $0.26 $0.25 $0.25 $0.31Weighted average common shares outstanding (1) : Basic50,724 50,541 50,274 50,679 51,308 51,144 50,948 47,816Diluted52,231 52,045 51,931 52,334 53,193 53,070 52,866 49,652The additional information required by this Item 8 is incorporated herein by reference to the financial statements set forth in Item 15 of this report, Exhibits,Financial Statements and Schedules .Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresNone.Item 9A. Controls and Procedures(a) Conclusion Regarding the Effectiveness of Disclosure Controls and ProceduresThe Company maintains disclosure controls and procedures that are designed to ensure that information we are required to disclose in reports that we file orsubmit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rulesand forms. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matterhow well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and managementnecessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.In connection with the preparation of this Annual Report on Form 10-K our management evaluated, with the participation of our Chief Executive Officer andour Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under theExchange Act, and to ensure that information required to be disclosed is accumulated and communicated to our management, including our principal executive andfinancial officers, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our ChiefFinancial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.(b) Management's Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgatedunder the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to therisk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.99Table of ContentsOur management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our internal controlover financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - IntegratedFramework (2013). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the periodcovered by this Annual Report on Form 10-K.Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Reporton Form 10-K and, as part of their audit, has issued an audit report, included herein, on the effectiveness of our internal control over financial reporting. Theirreport is set forth below.(c) Changes in Internal Control over Financial ReportingThere were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, that occurredduring the fourth quarter of fiscal 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.(d) Report of Independent Registered Accounting FirmTo the Board of Directors and Stockholders of The Ensign Group, Inc.Mission Viejo, CaliforniaWe have audited the internal control over financial reporting of The Ensign Group, Inc. and subsidiaries (the “Company”) as of December 31, 2016, basedon criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is toexpress an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessaryin the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectivenessof the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on thecriteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.100Table of ContentsWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements and financial statement schedule as of and for the year ended December 31, 2016 of the Company and our report dated February 8, 2017 expressed anunqualified opinion on those financial statements and financial statement schedule./s/ DELOITTE & TOUCHE LLPCosta Mesa, California February 8, 2017Item 9B. Other InformationNone.PART III.Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2017 Annual Meeting of Stockholders.We have adopted a code of ethics and business conduct that applies to all employees, including employees of our subsidiaries, as well as each member of ourBoard of Directors. The code of ethics and business conduct is available at our website at www.ensigngroup.net under the Investor Relations section. We intend tosatisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting suchinformation on our website, at the address specified above.Item 11. Executive CompensationThe information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2017 Annual Meeting of Stockholders.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2017 Annual Meeting of Stockholders.Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2017 Annual Meeting of Stockholders.Item 14. Principal Accountant Fees and ServicesThe information required by this Item is hereby incorporated by reference to our definitive proxy statement for the 2017 Annual Meeting of Stockholders.PART IV.Item 15. Exhibits, Financial Statements and SchedulesThe following documents are filed as a part of this report:(a) (1) Financial Statements: 101Table of ContentsThe Financial Statements described in Part II. Item 8 and beginning on page 105 are filed as part of this report. (a) (2) Financial Statement Schedule: Schedule II: Valuation and Qualifying Accounts, immediately following the financial statements included in this Annual Report.(a) (3) Exhibits: An “Exhibit Index” has been filed as a part of this Annual Report on Form 10-K and is incorporated herein by reference.102Table of ContentsSIGNATURESPursuant 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 undersignedthereunto duly authorized. THE ENSIGN GROUP, INC. February 8, 2017BY: /s/ SUZANNE D. SNAPPER Suzanne D. Snapper Chief Financial Officer (Principal Financial Officer and DulyAuthorized Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrantin the capacities and on the dates indicated.Signature Title Date /s/ CHRISTOPHER R. CHRISTENSEN Chief Executive Officer, President and Director (principal executive officer) February 8, 2017Christopher R. Christensen /s/ SUZANNE D. SNAPPER Chief Financial Officer (principal financial and accounting officer) February 8, 2017Suzanne D. Snapper /s/ ROY E. CHRISTENSEN Chairman of the Board February 8, 2017Roy E. Christensen /s/ ANTOINETTE T. HUBENETTE Director February 8, 2017Antoinette T. Hubenette /s/ JOHN G. NACKEL Director February 8, 2017John G. Nackel /s/ DAREN J. SHAW Director February 8, 2017Daren J. Shaw /s/ LEE A. DANIELS Director February 8, 2017Lee A. Daniels /s/ BARRY M. SMITH Director February 8, 2017Barry M. Smith 103Table of ContentsTHE ENSIGN GROUP, INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULESReport of Independent Registered Public Accounting Firm105Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2016 and 2015106Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014107Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014108Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2016, 2015 and 2014109Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014110Notes to Consolidated Financial Statements112104Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ofThe Ensign Group, Inc.Mission Viejo, CaliforniaWe have audited the accompanying consolidated balance sheets of The Ensign Group, Inc. and subsidiaries (the “Company”) as of December 31, 2016 and2015, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the periodended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and the financialstatement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and the financialstatement schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide areasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Ensign Group, Inc. andsubsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule,when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forththerein.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal controlover financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission and our report dated February 8, 2017 expressed an unqualified opinion on the Company's internalcontrol over financial reporting. /s/ DELOITTE & TOUCHE LLPCosta Mesa, CaliforniaFebruary 8, 2017105THE ENSIGN GROUP, INC.CONSOLIDATED BALANCE SHEETS December 31, 2016 2015 (In thousands, except par values)Assets Current assets: Cash and cash equivalents$57,706 $41,569Accounts receivable—less allowance for doubtful accounts of $39,791 and $30,308 at December 31, 2016 andDecember 31, 2015, respectively244,433 209,026Investments—current11,550 2,004Prepaid income taxes302 8,141Prepaid expenses and other current assets19,871 18,827Total current assets333,862 279,567Property and equipment, net484,498 299,633Insurance subsidiary deposits and investments23,634 32,713Escrow deposits1,582 400Deferred tax asset23,073 20,852Restricted and other assets12,614 9,631Intangible assets, net35,076 45,431Goodwill67,100 40,886Other indefinite-lived intangibles19,586 18,646Total assets$1,001,025 $747,759Liabilities and equity Current liabilities: Accounts payable$38,991 $36,029Accrued wages and related liabilities84,686 78,890Accrued self-insurance liabilities—current21,359 18,122Other accrued liabilities58,763 46,205Current maturities of long-term debt8,129 620Total current liabilities211,928 179,866Long-term debt—less current maturities275,486 99,051Accrued self-insurance liabilities—less current portion43,992 37,881Deferred rent and other long-term liabilities9,124 3,976Total liabilities540,530 320,774 Commitments and contingencies (Notes 16, 18 and 20) Equity: Ensign Group, Inc. stockholders' equity: Common stock; $0.001 par value; 75,000 shares authorized; 52,787 and 50,838 shares issued and outstanding atDecember 31, 2016, respectively, and 51,918 and 51,370 shares issued and outstanding at December 31, 2015,respectively (Note 3)52 51Additional paid-in capital (Note 3)252,493 235,076Retained earnings235,021 193,420Common stock in treasury, at cost, 1,520 and 123 shares at December 31, 2016 and December 31, 2015,respectively (Note 3)(31,117) (1,223)Total Ensign Group, Inc. stockholders' equity456,449 427,324Non-controlling interest4,046 (339)Total equity460,495 426,985Total liabilities and equity$1,001,025 $747,759See accompanying notes to consolidated financial statements.106Table of ContentsTHE ENSIGN GROUP, INC.CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 20162015 2014 (In thousands, except per share data)Revenue$1,654,864 $1,341,826 $1,027,406Expense: Cost of services1,341,814 1,067,694 822,669Gain related to divestitures (Note 18 and 19)(11,225) — —Rent—cost of services (Note 18)124,581 88,776 48,488General and administrative expense69,165 64,163 56,895Depreciation and amortization38,682 28,111 26,430Total expenses1,563,017 1,248,744 954,482Income from operations91,847 93,082 72,924Other income (expense): Interest expense(7,136) (2,828) (12,976)Interest income1,107 845 594Other expense, net(6,029) (1,983) (12,382)Income before provision for income taxes85,818 91,099 60,542Provision for income taxes32,975 35,182 26,801Net income52,843 55,917 33,741Less: net income (loss) attributable to noncontrolling interests2,853485 (2,209)Net income attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950Net income per share attributable to The Ensign Group, Inc.: Basic$0.99 $1.10 $0.80Diluted$0.96 $1.06 $0.78Weighted average common shares outstanding: Basic50,555 50,316 44,682Diluted52,133 52,210 46,190 Dividends per share$0.1625 $0.1525 $0.1425See accompanying notes to consolidated financial statements.107Table of ContentsTHE ENSIGN GROUP, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2016 2015 2014 (In thousands)Net income52,843 55,917 33,741Other comprehensive income, net of tax: Unrealized gain on interest rate swap, net of income tax provision of $78 for the years ended December31, 2014.— — 89Reclassification of derivative loss to income, net of income tax benefit of $638 for the year endedDecember 31, 2014.— — 1,023Comprehensive income52,843 55,917 34,853Less: net income (loss) attributable to noncontrolling interests2,853 485 (2,209)Comprehensive income attributable to The Ensign Group, Inc.$49,990 $55,432 $37,062See accompanying notes to consolidated financial statements.108Table of ContentsTHE ENSIGN GROUP, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock AdditionalPaid-InCapital RetainedEarnings Treasury Stock Accumulated OtherComprehensive Loss Non-ControllingInterest Shares Amount Shares Amount Total Balance - January 1, 201422,113 22 101,364 257,502 237 (1,680) (1,112) 1,161 357,257Issuance of common stock to employeesand directors resulting from the exerciseof stock options and grant of stock awards415 — 3,475 — (87) 370 — — 3,845Issuance of restricted stock to employees63 — — — — — — — —Dividends declared— — — (6,441) — — — — (6,441)Employee stock award compensation— — 5,190 — — — — — 5,190Excess tax benefit from share-basedcompensation— — 4,264 — — — — — 4,264Net loss attributable to noncontrollinginterest— — — — — — — (2,209) (2,209)Distribution of net assets to CareTrust(Note 23)— — — (141,165) — — — — (141,165)Net Income attributable to the EnsignGroup, Inc.— — — 35,950 — — — — 35,950Termination of swap and othercomprehensive income— — — — — — 1,112 — 1,112Balance - December 31, 201422,591 $22 $114,293 $145,846 150 $(1,310) $— $(1,048) $257,803Issuance of common stock to employeesand directors resulting from the exerciseof stock options and grant of stock awards255 — 2,443 — (27) 87 — — 2,530Issuance of restricted stock to employees105 — 1,892 — — — — — 1,892Issuance of common stock through publicoffering, net of issuance costs2,734 3 106,117 — — — — — 106,120Dividends declared— — (7,858) — — — — (7,858)Employee stock award compensation— — 6,677 — — — — — 6,677Excess tax benefit from share-basedcompensation— — 3,680 — — — — — 3,680Stock issued to effect stock split25,685 26 (26) — — — — — —Noncontrolling interest assumed related toacquisition— — — — — — — 224 224Net income attributable to noncontrollinginterest— — — — — — — 485 485Net Income attributable to the EnsignGroup, Inc.— — — 55,432 — — — — 55,432Balance - December 31, 201551,370 $51 $235,076 $193,420 123 $(1,223) $— $(339) $426,985Issuance of common stock to employeesand directors resulting from the exerciseof stock options and grant of stock awards668 1 4,045 — (55) 106 — — 4,152Issuance of restricted stock to employees252 — 2,517 — — — — — 2,517Repurchase of common stock (Note 3)(1,452) 1,452 (30,000) — — (30,000)Dividends declared— — — (8,282) — — — — (8,282)Employee stock award compensation— — 7,776 — — — — — 7,776Excess tax benefit from share-basedcompensation— — 3,079 — — — — — 3,079Noncontrolling interest attributable tosubsidiary equity plan (Note 17)— — — (107) — — — 1,432 1,325Noncontrolling interest assumed related toacquisition— — — — — — — 100 100Net income attributable to noncontrollinginterest— — — — — — — 2,853 2,853Net Income attributable to the EnsignGroup, Inc.— — — 49,990 — — — — 49,990Balance - December 31, 201650,838 $52 $252,493 $235,021 1,520 $(31,117) $— $4,046 $460,495See accompanying notes to consolidated financial statements.109Table of ContentsTHE ENSIGN GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Year Ended December 31, 2016 2015 2014Cash flows from operating activities: Net income$52,843 $55,917 $33,741Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization38,682 28,111 26,430Amortization of deferred financing fees825 591 687Fixed assets impairment137 — —Write-off of deferred financing fees321 — —Deferred income taxes(2,208) 1,251 (3,110)Provision for doubtful accounts28,512 19,802 13,179Share-based compensation9,101 6,677 5,190Excess tax benefit from share-based compensation(3,079) (3,680) (4,264)Loss on extinguishment of debt— — 4,067Loss on termination of interest rate swap— — 1,661(Gain)/loss on disposition of property and equipment164 205 100Gain on sale of urgent care centers(19,160) — —Change in operating assets and liabilities Accounts receivable(63,617) (100,324) (31,867)Prepaid income taxes7,839 (5,149) 6,897Prepaid expenses and other assets(1,465) (10,340) 864Insurance subsidiary deposits and investments(467) (10,785) (1,533)Losses related to operational closures (Note 18)7,205 — —Accounts payable577 1,780 7,978Accrued wages and related liabilities(4,978) 22,178 16,644Income taxes payable987 — —Other accrued liabilities12,588 21,403 6,337Accrued self-insurance liabilities8,125 5,418 1,881Deferred rent liability956 314 (2)Net cash provided by operating activities73,888 33,369 84,880Cash flows from investing activities: Purchase of property and equipment(65,699) (60,018) (53,693)Cash payment for business acquisitions(64,310) (110,802) (92,669)Cash payment for asset acquisitions(120,935) (17,750) (7,938)Escrow deposits(1,582) (400) (16,153)Escrow deposits used to fund business acquisitions400 16,153 1,000Increase in restricted cash— — (8,219)Use of restricted cash— 5,082 3,137Cash received from sale of urgent care centers and franchising businesses, net of note receivable40,734 2,000 2,000Cash proceeds from the sale of property and equipment and insurance proceeds391 10 24Restricted and other assets365 (2,813) (340)Net cash used in investing activities(210,636) (168,538) (172,851)Cash flows from financing activities: Proceeds from revolving credit facility (Note 16)844,000 334,000 495,677Payments on revolving credit facility and other debt (Note 16 and Note 3)(659,514) (314,417) (331,198)Proceeds from common stock offering (Note 3)— 112,078 —Issuance costs in connection with common stock offering (Note 3)— (5,961) —Issuance of treasury stock upon exercise of options106 87 370Cash retained by CareTrust at separation (Note 23)— — (78,731)Issuance of common stock upon exercise of options6,563 4,337 3,475Repurchase of shares of common stock (Note 3)(30,000) — —Dividends paid(8,173) (7,494) (6,297)Excess tax benefit from share-based compensation3,181 3,700 4,280Prepayment penalty on early retirement of debt— — (2,069)Payments of deferred financing costs(3,278) — (12,883)Net cash provided by financing activities152,885 126,330 72,624Net increase (decrease) in cash and cash equivalents16,137 (8,839) (15,347)Cash and cash equivalents beginning of period41,569 50,408 65,755Cash and cash equivalents end of period$57,706 $41,569 $50,408See accompanying notes to consolidated financial statements.110Table of ContentsTHE ENSIGN GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) Year Ended December 31, 2016 2015 2014Supplemental disclosures of cash flow information: Cash paid during the period for: Interest$6,428 $2,773 $13,511Income taxes$23,163 $35,490 $22,029Non-cash financing and investing activity: Accrued capital expenditures$6,828 $4,171 $3,109Note receivable from sale of urgent care centers and franchising business$700 $— $2,000Favorable lease included in the fair value of assets acquisitions$7,190 $— $—Refundable deposits assumed as part of business acquisition$— $3,488 $—Debt assumed as part of asset acquisition$— $11,699 $3,417See accompanying notes to consolidated financial statements.111Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars and shares in thousands, except per share data)1. DESCRIPTION OF BUSINESSThe Company - The Ensign Group, Inc. (collectively, Ensign or the Company), is a holding company with no direct operating assets, employees or revenue.The Company, through its operating subsidiaries, is a provider of health care services across the post-acute care continuum, as well as, other ancillary businesses.As of December 31, 2016 , the Company operated 210 facilities, 39 home health, hospice and home care agencies and other ancillary operations located in Arizona,California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Oregon, South Carolina, Texas, Utah, Washington and Wisconsin. The Company historicallyoperated urgent care clinics in Colorado and Washington. The Company completed the sale of its urgent care centers in 2016. The Company's operatingsubsidiaries, each of which strives to be the operation of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, homehealth, home care, hospice, urgent care and other ancillary services. The Company's operating subsidiaries have a collective capacity of approximately 17,700operational skilled nursing beds and 4,450 assisted living and independent living units. As of December 31, 2016 , the Company owned 50 of its 210 affiliatedfacilities and leased an additional 160 facilities through long-term lease arrangements and had options to purchase 9 of those 160 facilities. As of December 31,2015 , the Company owned 32 of its 186 affiliated facilities and leased an additional 154 facilities through long-term lease arrangements, and had options topurchase 20 of those 154 facilities.Certain of the Company’s wholly-owned independent subsidiaries, collectively referred to as the Service Center, provide certain accounting, payroll, humanresources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships withsuch subsidiaries. The Company also has a wholly-owned captive insurance subsidiary (the Captive) that provides some claims-made coverage to the Company’soperating subsidiaries for general and professional liability, as well as coverage for certain workers’ compensation insurance liabilities.Each of the Company's affiliated operations are operated by separate, wholly-owned, independent subsidiaries that have their own management, employeesand assets. References herein to the consolidated “Company” and “its” assets and activities in this Annual Report is not meant to imply, nor should it be construedas meaning, that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries, are operated by The Ensign Group, Inc.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation — The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accountingprinciples generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies andcorporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent carecenters and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrollinginterest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The EnsignGroup, Inc. and the noncontrolling interest in its consolidated statements of income.The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest andthe accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive amajority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment ofpower and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has theobligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interestentities was not material during the year ended December 31, 2016 .The Company completed the sale of its urgent care centers for an aggregate purchase price of $41,492 . The sale transactions do not meet the criteria ofdiscontinued operations as they do not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.Reclassifications - Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for thepresentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, theseassets were classified as either current or non-current assets, as applicable.112Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Estimates and Assumptions — The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Financial Statements relate to revenue, allowancefor doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcareclaims included in accrued self-insurance liabilities and income taxes. Actual results could differ from those estimates.Fair Value of Financial Instruments — The Company’s financial instruments consist principally of cash and cash equivalents, debt security investments,accounts receivable, insurance subsidiary deposits, accounts payable and borrowings. The Company believes all of the financial instruments’ recorded valuesapproximate fair values because of their nature or respective short durations.Revenue Recognition — The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that anarrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. TheCompany's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to theindividual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractuallyagreed-upon amounts on a per patient basis.Revenue from the Medicare and Medicaid programs accounted for 67.8% , 69.1% and 71.4% of the Company's revenue for the years ended December 31,2016, 2015 and 2014 , respectively. The Company records revenue from these governmental and managed care programs as services are performed at theirexpected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactiveadjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenueestimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue whichwere not material to the Company's consolidated revenue for the years ended December 31, 2016, 2015 and 2014 .The Company’s service specific revenue recognition policies are as follows:Skilled Nursing RevenueThe Company’s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided atamounts billable to individual patients. For patients under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers,revenue is recorded based on contractually agreed-upon amounts or rate on a per patient, daily basis or as services are performed.Assisted and Independent Living RevenueThe Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists offees for basic housing and assisted living care. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patientsunder reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rate on a per resident, daily basis or asservices. Revenue for certain ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears.Home Health RevenueMedicare RevenueNet service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment basedon certain variables including, but not limited to: (a) an outlier payment if patient care was unusually costly; (b) a low utilization payment adjustment if the numberof visits was fewer than five; (c) a partial payment if the patient transferred to another provider or the Company received a patient from another provider beforecompleting the episode; (d) a payment adjustment based upon the level of therapy services required; (e) the number of episodes of care provided to a patient,regardless of whether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by theMedicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.The Company makes adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, aninability to obtain appropriate billing documentation or authorizations acceptable to the payor and113Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amountsto be realized from Medicare for services rendered.In addition to revenue recognized on completed episodes, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes inprogress are 60-day episodes of care that begin during the reporting period, but were not completed as of the end of the period. As such, the Company estimatesrevenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period,expected Medicare revenue per episode and its estimate of the average percentage complete based on visits performed.Non-Medicare RevenueEpisodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid byother insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms.Non-episodic Based Revenue - Revenue is recorded on an accrual basis based upon the date of service at amounts equal to its established or estimated per-visit rates, as applicable.Hospice RevenueRevenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates aredaily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billingdocumentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to aninpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has beenexceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities.Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs,other government programs, managed care health plans and private payor sources. Estimated provisions for doubtful accounts are recorded to the extent it isprobable that a portion or all of a particular account will not be collected.In evaluating the collectability of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collectionpatterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collectionpercentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriatereserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentagesapplied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and otherpayors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes incircumstances.Cash and Cash Equivalents — Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments withoriginal maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of money market funds is determined based on“Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. TheCompany places its cash and short-term investments with high credit quality financial institutions.Insurance Subsidiary Deposits and Investments — The Company's captive insurance subsidiary cash and cash equivalents, deposits and investments aredesignated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future paymentsof the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt securityinvestments and the remainder is held in a bank account with a high credit quality financial institution. See further discussion at Note 5, Fair Value Measurements.Property and Equipment — Property and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred.Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to 59 years). Leaseholdimprovements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operatingsubsidiaries for impairment whenever events or changes in circumstances indicate that the carrying114Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operatingsubsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value isdetermined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent thecarrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows ofthe asset. Management has evaluated its long-lived assets and recorded an impairment charge of $137 related to the closure of one facility during the first quarter of2016. The Company did not record impairment charges during the years ended December 31, 2015 and 2014 .Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility tradenames and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized overa period of four to eight months, depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. Tradenames at affiliated facilities are amortized over 30 years and customer relationships are amortized over a period of up to 20 years.The Company's indefinite-lived intangible assets consist of trade names and Medicare and Medicaid licenses. The Company tests indefinite-lived intangibleassets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may notbe recoverable.Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject toannual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reportingunit below its carrying amount. The Company performs its annual test for impairment during the fourth quarter of each year. See further discussion at Note 12,Goodwill and Other Indefinite-Lived Intangible Assets .Deferred Rent - Deferred rent represents rental expense, determined on a straight-line basis over the life of the related lease, in excess of actual rentpayments.Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) withan aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, perlocation and on an aggregate basis for the Company. For claims made after January 1, 2013, the combined self-insured retention was $500 per claim, subject to anadditional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For allCalifornia affiliated facilities, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a $5,000 blanket aggregate limit. For allfacilities outside of California, except those located in Colorado, the third-party coverage above these limits was $1,000 per claim, $3,000 per facility, with a$5,000 blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits was$1,000 per claim and $3,000 per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that apply outside ofColorado. Beginning on January 1, 2017, the combined self-insured retention will be $500 per claim, subject to an additional one-time deductible of $750 forCalifornia affiliated facilities and a separate, one-time, deductible of $1,000 for non-California facilities.The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washingtonfor workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balancesheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutorycapital. The Company’s policy is to accrue amounts equal to the actuarially estimated costs to settle open claims of insureds, as well as an estimate of the cost ofinsured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience,current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. The Company’s operating subsidiaries are self-insured for workers’ compensation in California. To protect itself against loss exposure in California with thispolicy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, theoperating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individualstop-loss coverage that insures individual claims that exceed $750 per occurrence. As of July 1, 2014, the Company’s operating subsidiaries in all other states, withthe exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 per occurrence. In Washington, the operatingsubsidiaries' coverage is financed through premiums paid by the employers and employees. The claims and pay benefits are managed through a state insurancepool. Outside of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. Inall states except115Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Washington, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurredbut not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information.In addition, the Company has recorded an asset and equal liability of $4,104 and $2,881 at December 31, 2016 and 2015 , respectively, in order to present theultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 13, Restricted and Other Assets.The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liablefor all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-lossinsurance coverage that insures individual claims that exceed $300 for each covered person with an additional one-time aggregate individual stop loss deductible of$75 . Beginning 2016, the Company's policy does not include the additional one-time aggregate individual stop loss deductible of $75 .The Company believes that adequate provision has been made in the Financial Statements for liabilities that may arise out of patient care, workers’compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation processthat uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluatethe life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance ofan independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industryinformation. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but notreported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and whilemanagement believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherentvolatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material tonet income. If the Company’s actual liability exceeds its estimates of loss, its future earnings, cash flows and financial condition would be adversely affected.Income Taxes — Deferred tax assets have been presented on the balance sheet as a non-current asset for all periods presented related to the early adoption ofauthoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There isno effect on the consolidated statements of income or consolidated statements of cash flow.Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assetsand liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets;however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certainestimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likelyfuture changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’sestimates and assumptions, actual results could differ.Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presentedwithin total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net incomeattributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to TheEnsign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownershipinterest.Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees anddirectors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as aresult of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grantsand other variables.Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should beclassified as an operating or capital lease. The Company records rent expense for operating leases116Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)that contain scheduled rent increases on a straight-line basis over the term of the lease. The lease term used for straight-line rent expense is calculated from the datethe Company is given control of the leased premises through the end of the lease term. The lease term used for this evaluation also provides the basis forestablishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rentexpense.Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority offederal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (FASB) Accounting Standards Codification(ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, theCompany considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modifiedprinciples will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to theformal review of the Company's financial management and certain standards are under consideration.Recent Accounting Standards Adopted by the Company:In November 2015, the FASB issued updated guidance requiring all deferred tax assets and liabilities be presented as non-current. The Company earlyadopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in theconsolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the ConsolidatedBalance Sheets.In April 2015, the FASB issued updated guidance requiring debt issuance costs related to a recognized debt liability to be presented in the consolidatedbalance sheet as a direct reduction from the carrying amount of the debt liability. The new standard was effective for the Company in the first quarter of fiscal year2016. The Company adopted this amendment during the first quarter of 2016. See Note 16, Debt to the Consolidated Financial Statements.In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions and events that raise substantialdoubt about the entity’s ability to continue as a going concern and to provide disclosures in certain circumstances. The new standard was effective for the Companyin the first quarter of fiscal year 2016. The adoption of this standard did not have a material effect on the Company's financial statements.Accounting Standards Recently Issued But Not Yet Adopted by the Company:In August 2016, the FASB issued amended authoritative guidance to reduce the diversity in practice related to the presentation and classification of certaincash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishmentcosts, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments madeafter a business combination, (iv) proceeds from settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance and bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions and (viii) separatelyidentifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, whichwill be the Company's fiscal year 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’sconsolidated financial statements.In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes theaccounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will beeffective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of theguidance will result in a decrease in income tax expense and an increase in diluted share counts and net cash provided by operating activities.In March 2016, the FASB issued its standard to amend the principal-versus-agent implementation guidance and illustrations in the Board’s new revenuestandard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agentguidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The guidancewill be effective for fiscal years beginning after December 15, 2017, which will be the Company's fiscal year 2018. The guidance has the same effective date as thenew revenue standard and the Company is required to adopt the guidance by using the same transition method it would use to adopt the new revenue standard. TheCompany's evaluation of the adoption method and impact to the consolidated financial statements is ongoing and being performed concurrently with the newrevenue standard.117Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leasesrecognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use theunderlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset based upon the lease liability.The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, butwith no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 monthsor less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense beingrecognized on a straight-line basis over the lease term. This guidance applies to all entities and is effective for annual periods beginning after December 15, 2018,which will be the Company's fiscal year 2019, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on itsconsolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on its consolidated balance sheet.In January 2016, the FASB issued amended authoritative guidance which makes targeted improvements for financial instruments. The new provisions impactcertain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equityinvestments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments withoutreadily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instrumentsmeasured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective forannual and interim periods beginning after December 15, 2017, which will be the Company's fiscal year 2018. Early adoption is not permitted. The adoption of thisstandard is not expected to have a material impact on the Company’s consolidated financial statements.In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines asingle comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenuerecognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) orretrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, theFASB formally deferred for one year the effective date of the new revenue standard and decided to permit entities to early adopt the standard. The guidance will beeffective for fiscal years beginning after December 15, 2017, which will be the Company's fiscal year 2018. The Company has initiated an adoption plan in fiscalyear 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions forwhich the accounting may change under the new standard. The adoption plan, which also includes evaluation of the adoption method and the impact to theconsolidated financial statements, is ongoing and will be completed by the end of fiscal year 2017. The new guidance requires enhanced disclosures, includingrevenue recognition policies to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue inthe future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, usingthe modified retrospective method.3. COMMON STOCKCommon Stock Repurchase ProgramOn November 4, 2015 and February 9, 2016, the Company announced that its Board of Directors authorized two stock repurchase programs, under which theCompany may repurchase up to $15,000 of its common stock under each program for a period of 12 months. Under these programs, the Company is authorized torepurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance withfederal securities laws. During the first quarter of 2016, the Company repurchased 1,452 shares of its common stock for a total of $30,000 and the repurchaseprograms expired upon the repurchase of the full authorized amount under the plans. The Company did not have stock repurchase programs in place during the theyear ended December 31, 2014.Common Stock OfferingOn February 9, 2015, the Company entered into an underwriting agreement with Wells Fargo Securities, LLC as representative of the underwriters namedtherein (collectively, the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters 5,000 shares of its common stock and alsoagreed to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of up to 750 additional shares of common stock (the Common StockOffering).118Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Subsequently, the Company completed a common stock offering, issuing 5,467 shares at approximately $20.50 per share. After deducting underwritingdiscounts and commissions of $5,604 , excluding other issuance costs of $357 , the Company received net proceeds of $106,474 . The Company then used $94,000of the net proceeds to pay off outstanding amounts under its credit facility.4. COMPUTATION OF NET INCOME PER COMMON SHAREBasic net income per share is computed by dividing income from continuing operations attributable to The Ensign Group, Inc. stockholders by the weightedaverage number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net incomeper share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potentialcommon shares had been issued.A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Year Ended December 31, 20162015 2014Numerator: Net income$52,843 $55,917 $33,741Less: net income (loss) attributable to noncontrolling interests2,853 485 (2,209)Net income attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950 Denominator: Weighted average shares outstanding for basic net income per share50,555 50,316 44,682Basic net income per common share attributable to The Ensign Group, Inc.$0.99 $1.10 $0.80 A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Year Ended December 31, 20162015 2014Numerator: Net income$52,843 $55,917 $33,741Less: net income (loss) attributable to noncontrolling interests2,853 485 (2,209)Net income attributable to The Ensign Group, Inc.$49,990 $55,432 $35,950 Denominator: Weighted average common shares outstanding50,555 50,316 44,682Plus: incremental shares from assumed conversion (1)1,578 1,894 1,508Adjusted weighted average common shares outstanding52,133 52,210 46,190Diluted net income per common share attributable to The Ensign Group, Inc.$0.96 $1.06 $0.78(1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 838 , 258 , and 1,084 for the yearsended December 31, 2016, 2015 and 2014 , respectively.5. FAIR VALUE MEASUREMENTSFair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined asobservable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable forthe asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entityto develop its own assumptions.The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 :119Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) December 31, 2016 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3Cash and cash equivalents $57,706 $— $— $41,569 $— $—Our non-financial assets, which include long-lived assets, including goodwill, intangible assets and property and equipment, are not required to be measuredat fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not berecoverable, we assess our long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value. See Note 2,Summary of Significant Accounting Policies for further discussion of the Company's significant accounting policies.Debt Security Investments - Held to MaturityAt December 31, 2016 and 2015 , the Company had approximately $35,184 and $34,717 , respectively, in debt security investments which were classified asheld to maturity and carried at amortized cost. The carrying value of the debt securities approximates fair value. The Company has the intent and ability to holdthese debt securities to maturity. Further, as of December 31, 2016 , the debt security investments were held in AA, A and BBB+ rated debt securities.6. REVENUE AND ACCOUNTS RECEIVABLERevenue for the years ended December 31, 2016, 2015 and 2014 is summarized in the following tables: Year Ended December 31, 2016 2015 2014 Revenue % ofRevenue Revenue % ofRevenue Revenue% ofRevenueMedicaid$557,958 33.7% $458,956 34.2% $369,10635.9%Medicare477,019 28.8 395,503 29.5 313,14430.5Medicaid — skilled87,517 5.3 71,905 5.4 51,1575.0Total Medicaid and Medicare1,122,494 67.8 926,364 69.1 733,40771.4Managed care265,508 16.0 206,770 15.4 145,79614.2%Private and other payors (1)266,862 16.2 208,692 15.5 148,20314.4%Revenue$1,654,864 100.0% $1,341,826 100.0% $1,027,406100.0%(1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.Accounts receivable as of December 31, 2016 and 2015 is summarized in the following table: December 31, 2016 2015Medicaid$111,031 $90,677Managed care66,346 56,411Medicare55,500 49,970Private and other payors51,347 42,276 284,224 239,334Less: allowance for doubtful accounts(39,791) (30,308)Accounts receivable, net$244,433 $209,026120Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)7. BUSINESS SEGMENTSThe Company has three reportable operating segments: (1) transitional and skilled services, which includes the operation of skilled nursing facilities; (2)assisted and independent living services, which includes the operation of assisted and independent living facilities; and (3) home health and hospice services, whichincludes the Company's home health, home care and hospice businesses. The Company's Chief Executive Officer, who is our chief operating decision maker, orCODM, reviews financial information at the operating segment level.The Company also reports an “all other” category that includes revenue from its urgent care centers, mobile diagnostics and other ancillary operations. Theseoperations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. In 2016, the Company completed the sale of itsurgent care centers for an aggregate purchase price of $41,492 . The reporting segments are business units that offer different services and that are managedseparately to provide greater visibility into those operations. The expansion of the Company's assisted and independent living services led it to separate the assistedand independent living services into a distinct reportable segment in the fourth quarter of 2016. Previously, the Company had two reportable segments, transitional,skilled and assisted living services (TSA services), which includes the operation of skilled nursing facilities and assisted living facilities; and (2) home health andhospice services. The Company has presented 2015 and 2014 financial information on a comparative basis to conform with the current year segment presentation.Certain revenues by payor source were reclassified between Medicaid and private and other to conform with the current year segment presentation. See also Note12, Goodwill and Other Indefinite-Lived Intangible Assets for comparative information on changes in the carrying amount of goodwill by segment.As of December 31, 2016 , transitional and skilled services included 149 wholly-owned affiliated skilled nursing facilities and 21 campuses that provideskilled nursing and rehabilitative care services. The Company provided room and board and social services through 40 wholly-owned affiliated assisted andindependent living facilities and 21 campuses. Home health, home care and hospice services were provided to patients through the Company's 39 agencies. TheCompany's urgent care services, which is included in the "all other" category, were provided to patients by the Company's wholly owned urgent care operatingsubsidiaries. See also Note 19, Divestitures for further information relating to the sale of urgent care centers. As of December 31, 2016 , the Company heldmajority membership interests in other ancillary operations, which operating results are included in the "all other" category.The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality ofcare provided and profitability. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and areincluded in the "all other" category in the selected segment financial data that follows. The accounting policies of the reporting segments are the same as thosedescribed in Note 2 , Summary of Significant Accounting Policies. The Company's CODM does not review assets by segment in his resource allocation andtherefore assets by segment are not disclosed below.Segment revenues by major payor source were as follows: Year Ended December 31, 2016 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Total Revenue Revenue % Medicaid $521,063 $26,397 $10,498 $— $557,958 33.7% Medicare 396,519 — 80,500 — 477,019 28.8 Medicaid-skilled 87,517 — — — 87,517 5.3 Subtotal 1,005,099 26,397 90,998 — 1,122,494 67.8 Managed care 247,844 — 17,664 — 265,508 16.0 Private and other 121,860 97,239 7,151 40,612(1)266,862 16.2 Total revenue $1,374,803 $123,636 $115,813 $40,612 $1,654,864 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in the Company's urgent care centers and other ancillary operations.121Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Year Ended December 31, 2015 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Total Revenue Revenue % Medicaid $430,368 $19,642 $8,946 $— $458,956 34.2% Medicare 332,429 — 63,074 — 395,503 29.5 Medicaid-skilled 71,905 — — — 71,905 5.4 Subtotal 834,702 19,642 72,020 — 926,364 69.1 Managed care 194,743 — 12,027 — 206,770 15.4 Private and other 96,943 68,487 6,309 36,953(1)208,692 15.5 Total revenue $1,126,388$88,129$90,356$36,953 $1,341,826 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in the Company's urgent care centers and other ancillary operations. Year ended December 31, 2014 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Total Revenue Revenue % Medicaid $352,271 $11,590 $5,245 $— $369,106 35.9% Medicare 274,723 — 38,421 — 313,144 30.5 Medicaid-skilled 51,157 — — — 51,157 5.0 Subtotal 678,151 11,590 43,666 — 733,407 71.4 Managed care 138,215 — 7,581 — 145,796 14.2 Private and other 85,104 37,258 3,269 22,572(1)148,203 14.4 Total revenue $901,470$48,848$54,516$22,572 $1,027,406 100.0% (1) Private and other payors in our "All Other" category includes revenue from all payors generated in the Company's urgent care centers and other ancillary operations. The following table sets forth selected financial data consolidated by business segment: Year Ended December 31, 2016 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Elimination TotalRevenue from external customers $1,374,803 $123,636 $115,813 $40,612 $1,654,864Intersegment revenue (1) 2,929 — — 2,184 (5,113) —Total revenue $1,377,732 $123,636 $115,813 $42,796 $(5,113) $1,654,864Segment income (loss) (2) $118,118 $11,701 $16,571 $(54,543) $— $91,847Interest expense, net of interest income (6,029)Income before provision for incometaxes $85,818Depreciation and amortization $26,298 $4,157 $924 $7,303 $— $38,682 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, urgent care centers and other ancillary operations to the Company's other operating subsidiaries.(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. Generaland administrative expense is included in "All Other" category.The Company's transitional and skilled services segment income for the year ended December 31, 2016 included the continued obligation under the lease andrelated closing expenses of $7,935 , including the present value of rental payments of approximately122Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)$6,512 , which was recognized for the closure of one skilled nursing facility in the first quarter of 2016. See Note 18, Leases for further detail. Year Ended December 31, 2015 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Elimination TotalRevenue from external customers $1,126,388$88,129$90,356$36,953 $1,341,826Intersegment revenue (1) 2,447 — 881 (3,328) —Total revenue $1,128,835 $88,129 $90,356 $37,834 $(3,328) $1,341,826Segment income (loss) (2) $136,744 $11,463 $13,584 $(68,709) $— $93,082Interest expense, net of interest income $(1,983)Income before provision for income taxes $91,099Depreciation and amortization $18,008 $3,338 $980 $5,785 $— $28,111 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, urgent care centers and other ancillary operations to the Company's other operating subsidiaries.(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. Generaland administrative expense is included in "All Other" category. Year Ended December 31, 2014 Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other Elimination TotalRevenue from external customers $901,470$48,848$54,516$22,572 $1,027,406Intersegment revenue (1) 2,066 — 735 (2,801) —Total revenue $903,536 $48,848 $54,516 $23,307 $(2,801) $1,027,406Segment income (loss) (2) $117,816 $8,195 $9,701 $(62,788) $— $72,924Interest expense, net of interest income $(12,382)Income before provision for income taxes $60,542Depreciation and amortization $19,673 $1,996 $539 $4,222 $— $26,430 (1) Intersegment revenue represents services provided at the Company's skilled nursing facilities, urgent care centers and other ancillary operations to the Company's other operating subsidiaries.(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. Generaland administrative expense is included in "All Other" category.8. ACQUISITIONSThe Company’s acquisition focus is to purchase or lease operating subsidiaries that are complementary to the Company’s current affiliated operations,accretive to the Company's business or otherwise advance the Company's strategy. The results of all the Company’s operating subsidiaries are included in theaccompanying Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. TheCompany also enters into long-term leases that may include options to purchase the affiliated facilities. As a result, from time to time, the Company will acquireaffiliated facilities that the Company has been operating under third-party leases.During the year ended December 31, 2016 , the Company expanded its operations with the addition of two home health agencies and five hospice agencies.In addition, the Company acquired eighteen stand-alone skilled nursing operations and one post-acute care campus through a combination of long-term leases andpurchases. As part of these acquisitions, the Company acquired the real estate at two of the skilled nursing operations and one post-acute care campus and enteredinto long term leases for sixteen skilled nursing operations. The Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The Company also invested in new ancillary services that are complementary to its existingtransitional and skilled services; assisted and independent living services and home health123Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)and hospice businesses. The aggregate purchase price for these acquisitions for the year ended December 31, 2016 was $64,521 . The expansion of skilled nursingoperations added 2,336 operational skilled nursing beds and ten assisted living units operated by the Company's operating subsidiaries. The Company entered into aseparate operations transfer agreement with the prior operator as part of each transaction.The Company's operating subsidiaries opened six newly constructed post-acute care campuses under long-term lease agreements, which added 463operational skilled nursing beds and 142 assisted living units.During the year ended December 31, 2015, the Company continued to expand its operations with the addition of 50 stand-alone skilled nursing and assistedliving operations, seven home health, hospice and home care agencies and three urgent care centers to its operations through a combination of long-term leases andpurchases. The Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term leases. As part of these transactions, we acquired the real estate at 18 of the skilled nursing and assisted and independent living operations. In addition, theCompany has invested in new business lines that are complementary to its existing transitional and skilled services; assisted and independent living services andhome health and hospice businesses. The aggregate purchase price conveyed in all acquisitions was $119,965 , including the assumption of liabilities of $8,939 .The expansion of skilled nursing and assisted and independent living operations added 2,580 and 2,013 operational skilled nursing beds and assisted andindependent living units, respectively, operated by the Company's operating subsidiaries. The Company also entered into a separate operations transfer agreementwith the prior operator as part of each transaction.During the year ended December 31, 2014, the Company expanded its operations with the addition of 21 stand-alone skilled nursing and assisted livingoperations and nine home health, home care and hospice agencies to its operations through a combination of long-term leases and purchases. The aggregatepurchase price was approximately $96,085 , including the assumption of an existing HUD-insured loan of $3,417 . The Company also entered into a separateoperations transfer agreement with the prior operator as part of each transaction.The table below presents the allocation of the purchase price for the operations acquired in business combinations during the year ended December 31, 2016, 2015 and 2014 : December 31, 2016 2015 2014Land$1,054 $12,811 $10,314Building and improvements21,057 73,502 41,995Equipment, furniture, and fixtures8,265 4,612 2,933Assembled occupancy1,299 895 905Definite-lived intangible assets363 360 729Goodwill30,343 10,617 6,334Favorable leases393 10,901 28,680Other indefinite-lived intangible assets1,741 6,285 4,195Other assets acquired, net of liabilities assumed6 (18) — Total acquisitions$64,521 $119,965 $96,085In addition to the business combinations above, in 2016, the Company acquired the underlying real estate of fifteen assisted living operation, which theCompany previously operated under a long-term lease agreement for an aggregate purchase price of $127,348 . For year ended December 31, 2015, the Companyacquired the underlying real estate and assets of three skilled nursing operations, which the Company previously operated under long-term lease agreements for anaggregate purchase price of $ $23,998 , which included a promissory note of $ $6,248 . These asset acquisitions did not impact the Company's operational bed orunit counts.Subsequent to December 31, 2016 , the Company acquired one skilled nursing and assisted living operation for a purchase price of $5,750 , which includedreal estate. The addition of this operation added 124 operational skilled nursing beds and nine assisted living units operated by the Company's operatingsubsidiaries.124Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)9. ACQUISITIONS - PRO FORMA FINANCIAL INFORMATIONThe Company has established an acquisition strategy that is focused on identifying acquisitions within its target markets that offer the greatest opportunity forinvestment return at attractive prices. The facilities acquired by the Company are frequently underperforming financially and can have regulatory and clinicalchallenges to overcome. Financial information, especially with underperforming facilities, is often inadequate, inaccurate or unavailable. As a result, the Companyhas developed an acquisition assessment program that is based on existing and potential resident mix, the local available market, referral sources and operatingexpectations based on the Company's experience with its existing facilities. Following an acquisition, the Company implements a well-developed integrationprogram to provide a plan for transition and generation of profits from facilities that have a history of significant operating losses. Consequently, the Companybelieves that prior operating results are not meaningful as the information is not generally representative of the Company's current operating results or indicative ofthe integration potential of its newly acquired facilities.The following table represents pro forma results of consolidated operations as if the acquisitions acquired from January 1, 2016 through the issuance date ofthe financial statements had occurred at the beginning of 2015, after giving effect to certain adjustments. December 31, 20162015 (Unaudited)Revenue$1,725,063 $1,524,371Net income attributable to The Ensign Group, Inc.48,992 54,790Diluted net income per common share$0.94 $1.05Our pro forma assumptions are as follows:•Revenues and operating costs were based on actual results from the prior operator or from regulatory filings where available. If actual results were notavailable, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no informationwas available, estimates were derived from the Company’s post-acquisition operating results for that particular facility. Prior year results for the 2016acquisitions were obtained from available financial information provided by prior operators or available cost reports filed by the prior operators. •Interest expense is based upon the purchase price and average cost of debt borrowed during each respective year when applicable, and depreciation iscalculated using the purchase price allocated to the related assets through acquisition accounting.The foregoing unaudited pro forma information is not indicative of what the results of operations would have been if the acquisitions had actually occurred atthe beginning of the periods presented, and is not intended as a projection of future results or trends. Included in the table above are pro forma revenue and lossgenerated during the year ended December 31, 2016 , by individually immaterial business acquisitions completed through the issuance date of the FinancialStatements of $ 70,199 and $997 , respectively. Included in the table above are pro forma revenue and loss generated during the year ended December 31, 2015 , byindividually immaterial business acquisitions completed through the issuance date of the financial statements of $182,546 and $642 , respectively.125Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)10. PROPERTY AND EQUIPMENT— NetProperty and equipment, net consist of the following: December 31, 2016 2015Land$47,565 $41,451Buildings and improvements304,263 151,434Equipment153,170 114,752Furniture and fixtures6,931 5,504Leasehold improvements80,164 68,405Construction in progress2,441 781 594,534 382,327Less: accumulated depreciation(110,036) (82,694)Property and equipment, net$484,498 $299,633See Note 8, Acquisitions for information on acquisitions during the year ended December 31, 2016 .11. INTANGIBLE ASSETS — Net WeightedAverage Life(Years) December 31, 2016 2015 GrossCarryingAmount AccumulatedAmortization GrossCarryingAmount AccumulatedAmortization Intangible Assets Net NetLease acquisition costs 24.7 $483 $(78) $405 $604 $(577) $27Favorable leases 32.1 35,116 (4,589) 30,527 43,248 (2,923) 40,325Assembled occupancy 0.0 1,897 (1,897) — 4,779 (4,476) 303Facility trade name 30.0 733 (269) 464 733 (244) 489Customer relationships 18.5 4,933 (1,253) 3,680 5,300 (1,013) 4,287Total $43,162 $(8,086) $35,076 $54,664 $(9,233) $45,431Amortization expense was $4,634 , $3,824 and $1,089 for the years ended December 31, 2016, 2015 and 2014 , respectively. Of the $4,634 in amortizationexpense incurred during the year ended December 31, 2016 , approximately $1,602 related to the amortization of patient base intangible assets at recently acquiredfacilities, which is typically amortized over a period of four to eight months, depending on the classification of the patients and the level of occupancy in a newacquisition on the acquisition date. As of December 31, 2016 , the Company removed $582 in customer relationships as part of the sale of urgent care center and$7,190 of favorable leases as part of the acquisition of the real estate of fifteen assisted living operations. In addition, the Company identified intangible assets thathave become fully amortized during the year and removed the fully amortized balances from the gross asset and accumulated amortization amounts.Estimated amortization expense for each of the years ending December 31 is as follows:YearAmount20172,28220182,28220192,28220201,57320211,475Thereafter25,182 $35,076126Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)12. GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETSThe Company performs its annual goodwill impairment analysis during the fourth quarter of each year for each reporting unit that constitutes a business forwhich discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other componentsof the operating segment, in accordance with the provisions of Accounting Standards Codification topic 350, Intangibles—Goodwill and Other (ASC 350). Thisguidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than itscarrying value, a "Step 0" analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than itscarrying value, the Company performs "Step 1" of the traditional two-step goodwill impairment test by comparing the net assets of each reporting unit to theirrespective fair values. The Company determines the estimated fair value of each reporting unit using a discounted cash flow analysis. In the event a unit's net assetsexceed its fair value, an implied fair value of goodwill must be determined by assigning the unit's fair value to each asset and liability of the unit. The excess of thefair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. An impairment loss is measured by thedifference between the goodwill carrying value and the implied fair value.The Company performs its goodwill impairment test annually and evaluates goodwill when events or changes in circumstances indicate that its carryingvalue may not be recoverable. The Company performs the annual impairment testing of goodwill using October 1 as the measurement date. The Companycompleted its goodwill impairment test as of October 1, 2016 and no impairments were identified. In the fourth quarter of 2016, the Company separated theassisted and independent living services into a distinct reportable segment. The Company re-tested for goodwill impairment based on the new reporting units andno impairments were identified. As of December 31, 2016 , the Company removed $4,103 in goodwill as part of the sale of urgent care centers.The following table represents activity in goodwill by segment as of and for the year ended December 31, 2016 : Goodwill Transitional andSkilled Services Assisted andIndependentLiving Services Home Healthand HospiceServices All Other TotalJanuary 1, 2014$13,338 $316 $7,278 $3,003 $23,935Impairments— — — $— $—Additions883 1,440 3,651 $360 6,334December 31, 2014$14,221 $1,756 $10,929 $3,363 $30,269Impairments— — — $— $—Additions— 1,782 5,173 $3,662 10,617December 31, 2015$14,221 $3,538 $16,102 $7,025 $40,886Less: Dispositions— — — $(4,103) $(4,103)Purchase price adjustment— — — (26) (26)Additions26,415 — 1,799 2,129 30,343December 31, 2016$40,636 $3,538$17,901 $5,025 $67,100There was no impairment charge to goodwill for the years ended December 31, 2016, 2015, and 2014. The Company anticipates that total goodwillrecognized will be fully deductible for tax purposes as of December 31, 2016 . See further discussion of goodwill acquired at Note 8, Acquisitions .During the year ended December 31, 2016 , the Company recorded $1,709 in home health and hospice Medicare license and $31 in trade name indefinite-lived intangible assets as part of its acquisitions. In addition, the Company removed $800 in trade name as part of the sale of urgent care centers in 2016.Other indefinite-lived intangible assets consists of the following:127Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) December 31, 2016 December 31, 2015Trade name$1,146 $1,915Medicare and Medicaid licenses18,440 16,731 $19,586 $18,64613. RESTRICTED AND OTHER ASSETSRestricted and other assets consist of the following: December 31, 20162015Debt issuance costs, net$3,611 $2,021Long-term insurance losses recoverable asset4,104 2,881Deposits with landlords3,526 3,969Capital improvement reserves with landlords and lenders673 760Note receivable from sale of urgent care centers700 —Restricted and other assets$12,614 $9,631Included in restricted and other assets as of December 31, 2016 and 2015, are anticipated insurance recoveries related to the Company's workers'compensation, general and professional liability claims that are recorded on a gross rather than net basis in accordance with an Accounting Standards Updateissued by the FASB.14. OTHER ACCRUED LIABILITIESOther accrued liabilities consist of the following: December 31, 20162015Quality assurance fee$4,604 $6,120Refunds payable18,368 13,252Deferred revenue6,994 6,696Cash held in trust for patients2,373 3,016Resident deposits6,099 5,884Dividends payable2,186 2,072Property taxes9,130 4,230Charges related to operational closure1,972 —Other7,037 4,935Other accrued liabilities$58,763 $46,205Quality assurance fee represents amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington andWisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments and duplicate paymentsfrom various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundabledeposits to patients. Cash held in trust for patients reflects monies received from, or on behalf of, patients. Maintaining a trust account for patients is a regulatoryrequirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to thisliability is included in other current assets in the accompanying consolidated balance sheets.128Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)15. INCOME TAXESThe provision for income taxes on continuing operations for the years ended December 31, 2016, 2015 and 2014 is summarized as follows: Year Ended December 31, 2016 2015 2014Current: Federal$30,043 $28,149 $25,490State5,183 5,761 4,405 35,226 33,910 29,895Deferred: Federal(1,034) 2,026 (2,438)State(1,217) (754) (656) (2,251) 1,272 (3,094)Total$32,975 $35,182 $26,801A reconciliation of the federal statutory rate to the effective tax rate for income from operations for the years ended December 31, 2016, 2015 and 2014,respectively, is comprised as follows: December 31, 2016 2015 2014Income tax expense at statutory rate35.0 % 35.0 % 35.0 %State income taxes - net of federal benefit3.0 3.6 4.0Non-deductible expenses0.9 0.6 0.6Non-deductible transaction costs— — 5.2Other adjustments(0.5) (0.6) (0.4)Total income tax provision38.4 % 38.6 % 44.4 %The Company's deferred tax assets and liabilities as of December 31, 2016 and 2015 are summarized as follows: December 31, 2016 2015Deferred tax assets (liabilities): Accrued expenses$21,732 $18,957Allowance for doubtful accounts15,956 12,313Tax credits3,461 3,439Insurance7,333 5,814Total deferred tax assets48,482 40,523State taxes(1,023) (420)Depreciation and amortization(20,643) (14,773)Prepaid expenses(3,743) (4,478)Total deferred tax liabilities(25,409) (19,671)Net deferred tax assets$23,073 $20,852The Company had state credit carryforwards as of December 31, 2016 and 2015 of $3,430 and $3,439 , respectively. These carryforwards almost entirelyrelate to state limitations on the application of Enterprise Zone employment-related tax credits. Unless the Company uses the Enterprise Zone credits beforehand,the carryforward will begin to expire in 2023. The remainder of these carryforwards relates to credits against the Texas margin tax and is expected to carryforwarduntil 2027.129Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The Company did not have federal net operating loss carryforward as of December 31, 2016. The Company had federal net operating loss carryforwards as ofDecember 31, 2015 of $4,389 . The Company also had state net operating losses as of December 31, 2016 and 2015 of $67 and $84 , respectively. These state netoperating losses will begin to expire in 2032.The Federal statutes of limitations on the Company's 2010, 2011, and 2012 income tax years lapsed during the third quarter of 2014, 2015, and 2016,respectively. During the fourth quarter of each year, various state statutes of limitations also lapsed. The lapses for the years ended December 31, 2016, 2015, and2014 had no impact on the Company's unrecognized tax benefits.As of December 31, 2016, 2015 and 2014, the Company did not have any unrecognized tax benefits, net of their state benefits, that would affect theCompany's effective tax rate. The Company classifies interest and/or penalties on income tax liabilities or refunds as additional income tax expense or income.Such amounts are not material.16. DEBTLong-term debt consists of the following: December 31, 2016 2015Term loan with SunTrust, interest payable quarterly$148,125 $—Credit facility with SunTrust122,000 85,000Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate14,032 14,671 284,157 99,671Less current maturities(8,129) (620)Less debt issuance costs(542) — $275,486 $99,051Credit Facility with a Lending Consortium Arranged by SunTrustThe Company maintains a credit facility with a lending consortium arranged by SunTrust (as amended to date, the Credit Facility). On July 19, 2016, theCompany entered into the second amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase theaggregate principal amount up to $450,000 . The Second Amended Credit Facility comprised of a $300,000 revolving credit facility and a $150,000 term loan.Borrowings under the term loan portion of the Second Amended Credit Facility mature on February 5, 2021 and amortizes in equal quarterly installments, in anaggregate annual amount equal to 5.0% per annum of the original principal amount. The interest rates and commitment fee applicable to the Second AmendedCredit Facility are similar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms andconditions of the Amended Credit Facility remained in full force and effect as described below.On February 5, 2016, the Company amended its existing revolving credit facility to increase its aggregate principal amount available to $250,000 (theAmended Credit Facility). Under the credit facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $150,000 . The interest rates applicable to loans under the credit facility are, at the Company's option, equal to either a base rate plus a margin ranging from 0.75%to 1.75% per annum or LIBOR plus a margin ranging from 1.75% to 2.75% per annum, based on the Consolidated Total Net Debt to Consolidated EBITDA ratio(as defined in the agreement). In addition, the Company will pay a commitment fee on the unused portion of the commitments under the credit facility that willrange from 0.30% to 0.50% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. TheCompany is permitted to prepay all or any portion of the loans under the credit facility prior to maturity without premium or penalty, subject to reimbursement ofany LIBOR breakage costs of the lenders.The Credit Facility is secured by a pledge of stock of the Company's material operating subsidiaries as well as a first lien on substantially all of its personalproperty. The credit facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and itsoperating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amendcertain material agreements and pay certain dividends and other restricted payments. Under the Credit Facility, the Company must comply with financialmaintenance covenants to be tested quarterly, consisting of a maximum Consolidated Total Net Debt to consolidated EBITDA ratio (which shall be increased130Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)to 3.50 : 1.00 for the current fiscal quarter and the immediate following three fiscal quarters), and a minimum interest/rent coverage ratio (which cannot be below1.50 : 1.00 ). The majority of lenders can require that the Company and its operating subsidiaries mortgage certain of its real property assets to secure the AmendedCredit Facility if an event of default occurs, the Consolidated Total Net Debt to consolidated EBITDA ratio is above 2.75 : 1.00 for two consecutive fiscal quarters,or its liquidity is equal or less than 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) for ten consecutive business days,provided that such mortgages will no longer be required if the event of default is cured, the Consolidated Total Net Debt to consolidated EBITDA ratio is below2.75 : 1.00 for two consecutive fiscal quarters, or its liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) orninety consecutive days, as applicable. As of December 31, 2016 , the Company's operating subsidiaries had $270,125 outstanding under the Credit Facility. Theoutstanding balance on the on the term loan was $148,125 , of which $7,500 is classified as short-term and the remaining $140,625 is classified as long-term. Theoutstanding balance on the revolving Credit Facility was $122,000 , which is classified as long-term. The Company was in compliance with all loan covenants as ofDecember 31, 2016 .On May 30, 2014, the Company entered into the Credit Facility in an aggregate principal amount of $150,000 from a syndicate of banks and other financialinstitutions. Under the Credit Facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $75,000 . Theinterest rates applicable to loans under the Credit Facility are, at the Company’s option, equal to either a base rate plus a margin ranging from 1.25% to 2.25% perannum or LIBOR plus a margin ranging from 2.25% to 3.25% per annum, based on the debt to Consolidated EBITDA ratio of the Company and its operatingsubsidiaries as defined in the agreement. In addition, the Company will pay a commitment fee on the unused portion of the commitments under the Credit Facilitythat will range from 0.30% to 0.50% per annum, depending on the debt to Consolidated EBITDA ratio of the Company and its operating subsidiaries. Loans madeunder the Credit Facility are not subject to interim amortization. The Company is not required to repay any loans under the Credit Facility prior to maturity, otherthan to the extent the outstanding borrowings exceed the aggregate commitments under the Credit Facility.The Credit Facility is guaranteed, jointly and severally, by certain of the Company’s wholly owned subsidiaries, and is secured by substantially all of theCompany's personal property. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of amaximum debt to consolidated EBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and its operatingsubsidiaries mortgage certain of their real property assets to secure the Credit Facility if an event of default occurs, the debt to consolidated EBITDA ratio is above2.50 : 1.00 for two consecutive fiscal quarters, or the Company’s liquidity is equal or less than 10% of the Aggregate Revolving Commitment Amount (as definedin the agreement) for ten consecutive business days, provided that such mortgages will no longer be required if the event of default is cured, the debt toconsolidated EBITDA ratio is below 2.50 : 1.00 for two consecutive fiscal quarters, or the Company’s liquidity is above 10% of the Aggregate RevolvingCommitment Amount (as defined in the agreement) or ninety consecutive days, as applicable.As of February 6, 2017 , there was approximately $300,000 outstanding under the Credit Facility.Mortgage Loans and Promissory NoteThe Company had outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loansare insured with the U.S. Department of Housing and Urban Development (HUD), which subjects the Company's operating subsidiaries to HUD oversight andperiodic inspections. The mortgage loans and note bear fixed interest rates between 2.6% and 5.3% per annum. Amounts borrowed under the mortgage loans maybe prepaid starting after the second anniversary of the notes subject to prepayment fees of the principal balance on the date of prepayment. These prepayment feesare reduced by 1.0% per year for years three through eleven of the loan. There is no prepayment penalty after year eleven . The term of the mortgage loans and noteis between 12 and 33 years . The mortgage loans and note are secured by the real property comprising the facilities and the rents, issues and profits thereof, as wellas all personal property used in the operation of the facilities. As of December 31, 2016 , the Company's operating subsidiaries had $14,032 outstanding under themortgage loans and note, of which $629 is classified as short-term and the remaining $13,403 is classified as long-term. The Company was in compliance with allloan covenants as of December 31, 2016 .Based on Level 2, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt for all periods presented basedupon the interest rates that the Company believes it can currently obtain for similar debt.Future principal payments due under the long-term debt arrangements discussed above are as follows:131Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Years Ending December 31, Amount2017 $8,1292018 8,1782019 8,2082020 8,2412021 240,900Thereafter 10,501 $284,157Off-Balance Sheet ArrangementsAs of December 31, 2016 , the Company had approximately $2,310 on the credit facility of borrowing capacity pledged as collateral to secure outstandingletters of credit.17. OPTIONS AND AWARDSStock-based compensation expense consists of share-based payment awards made to employees and directors, including employee stock options andrestricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s consolidated statements of income forthe years ended December 31, 2016, 2015 and 2014 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Companyestimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ.The Company has three option plans, the 2001 Stock Option, Deferred Stock and Restricted Stock Plan (2001 Plan), the 2005 Stock Incentive Plan (2005Plan) and the 2007 Omnibus Incentive Plan (2007 Plan), all of which have been approved by the Company's stockholders. The total number of shares availableunder all of the Company’s stock incentive plans was 3,042 as of December 31, 2016 .2001 Stock Option, Deferred Stock and Restricted Stock Plan - The 2001 Plan authorizes the sale of up to 3,960 shares of common stock to officers,employees, directors, and consultants of the Company. Granted non-employee director options vest and become exercisable immediately. Generally, all othergranted options and restricted stock vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years from the date of grant. Theexercise price of the stock is determined by the board of directors, but shall not be less than 100% of the fair value on the date of grant. There were 643 , 638 and638 unissued shares of common stock available for issuance under this plan for each of the years ending December 31, 2016, 2015 and 2014, including shares thathave been forfeited and are available for reissue.2005 Stock Incentive Plan - The 2005 Plan authorizes the sale of up to 1,000 shares of treasury stock of which only 1,000 shares were repurchased andtherefore eligible for reissuance. Options granted to non-employee directors vest and become exercisable immediately. All other granted options vest over fiveyears at 20% per year on the anniversary of the grant date. Options expire ten years from the date of grant. There were 294 unissued shares of common stockavailable for issuance under this plan for each of the years ending December 31, 2016, 2015 and 2014, including shares that have been forfeited and are availablefor reissue.2007 Omnibus Incentive Plan - The 2007 Plan authorizes the sale of up to 2,000 shares of common stock to officers, employees, directors and consultants ofthe Company. In addition, the number of shares of common stock reserved under the 2007 Plan will automatically increase on the first day of each fiscal year,beginning on January 1, 2008, in an amount equal to the lesser of (i) 1,000 shares of common stock, or (ii) 2% of the number of shares outstanding as of the lastday of the immediately preceding fiscal year, or (iii) such lesser number as determined by the Company's board of directors. Granted non-employee directoroptions vest and become exercisable in three equal annual installments, or the length of the term if less than three years, on the completion of each year of servicemeasured from the grant date. All other granted options vest over five years at 20% per year on the anniversary of the grant date. Options expire 10 years from thedate of grant. At December 31, 2016, 2015 and 2014, there were 2,105 , 1,740 , and 1,534 unissued shares of common stock available for issuance under this plan.The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for all share-based payment awards.Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, includingestimating stock price volatility, expected option life and132Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Black-Scholesmodel required the Company to make several key judgments including:•The expected option term is calculated by the average of the contractual term of the options and the weighted average vesting period for all options. Thecalculation of the expected option term is based on the Company's experience due to sufficient history.•Estimated volatility also reflects the application of SAB 107 interpretive guidance and, accordingly, incorporates historical volatility of similar publicentities until sufficient information regarding the volatility of the Company's share price becomes available. The Company utilized its own experience tocalculate estimated volatility for options granted in the year 2016 and 2015.•The dividend yield is based on the Company's historical pattern of dividends as well as expected dividend patterns.•The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expectedterm.•Estimated forfeiture rate of approximately 8.75% per year is based on the Company's historical forfeiture activity of unvested stock options.Stock OptionsThe Company granted 497 options and 299 restricted stock awards from the 2007 Plan during the year ended December 31, 2016 . The Company used thefollowing assumptions for stock options granted during the years ended December 31, 2016, 2015 and 2014 :Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted AverageVolatility Weighted AverageDividend Yield2016 497 1.38% 6.3 years 38% 0.80%2015 637 1.69% 6.5 years 39% 0.63%2014 2,058 1.82% 6.5 years 46% 0.62%For the years ended December 31, 2016, 2015 and 2014 , the following represents the exercise price and fair value displayed at grant date for stock optiongrants:Grant Year Granted WeightedAverageExercise Price WeightedAverage FairValue ofOptions2016 497 $19.43 $7.002015 637 $23.27 $9.082014 2,058 $12.68 $5.66The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periodsended December 31, 2016, 2015 and 2014 and therefore, the intrinsic value was $0 at date of grant.133Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table represents the employee stock option activity during the years ended December 31, 2016, 2015 and 2014 : Number ofOptionsOutstanding WeightedAverageExercise Price Number ofOptions Vested WeightedAverageExercise Priceof OptionsVestedJanuary 1, 20144,580 $5.65 2,498 $3.88Granted2,058 12.68 Forfeited(128) 8.14 Exercised(978) 3.93 December 31, 20145,532 $8.51 2,218 $4.70Granted63723.27 Forfeited(233)12.55 Exercised(488)5.20 December 31, 20155,448 $10.36 2,526 $6.35Granted497 19.43 Forfeited(127) 14.46 Exercised(642) 6.47 December 31, 20165,176 $11.62 2,704 $8.18The following summary information reflects stock options outstanding, vested and related details as of December 31, 2016 : Stock OptionsVested Stock Options Outstanding NumberOutstanding Black-ScholesFair Value RemainingContractual Life(Years) Vested andExercisableYear of Grant Exercise Price 2008 2.56-4.06 415 $618 2 4152009 4.06-4.56 542 1,162 3 5422010 4.77-4.96 143 347 4 1432011 5.90-7.99 167 567 5 1672012 6.56-7.96 528 1,952 6 3902013 7.98-11.49 617 2,996 7 3312014 10.55-18.94 1,688 9,547 8 5972015 21.47-25.24 590 5,357 9 1192016 18.79-19.89 486 3,396 10 —Total 5,176 $25,942 2,704Restricted Stock AwardsThe Company granted 299 , 323 and 56 restricted stock awards during the years ended December 31, 2016, 2015 and 2014 , respectively. All awards weregranted at an exercise price of $0 and generally vest over five years . The fair value per share of restricted awards granted during 2016 , 2015 and 2014 ranged from$18.79 to $23.23 , $21.00 to $26.55 , and $15.38 to $22.36 , respectively.A summary of the status of the Company's non-vested restricted stock awards as of December 31, 2016 and changes during the years ended December 31,2016, 2015 and 2014 is presented below:134Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Non-Vested RestrictedAwards Weighted AverageGrant Date Fair ValueNonvested at January 1, 2014460 $14.34Granted56 17.75Vested(130) 13.38Forfeited(20) 15.12Nonvested at December 31, 2014366 $15.15Granted323 22.99Vested(234) 17.36Forfeited(30) 16.81Nonvested at December 31, 2015425 $19.79Granted299 20.55Vested(279) 19.58Forfeited(16) 20.85Nonvested at December 31, 2016429 $20.42During the year ended December 31, 2016 , the Company granted 32 automatic quarterly stock awards to non-employee directors for their service on theCompany's board of directors. The fair value per share of these stock awards ranged from $19.61 to $23.23 based on the market price on the grant date.Total share-based compensation expense recognized for the years ended December 31, 2016, 2015 and 2014 was as follows: Year Ended December 31, 2016 2015 2014Share-based compensation expense related to stock options$4,793 $4,164 $3,134Share-based compensation expense related to restricted stock awards2,371 1,931 1,657Share-based compensation expense related to stock awards to non-employee directors612 582 399Total$7,776 $6,677 $5,190For the year ended December 31, 2016, 2015 and 2014, the Company expensed $612 , $582 and $399 , respectively, in share-based compensation related tothe quarterly stock awards to non-employee directors.In future periods, the Company expects to recognize approximately $13,457 and $7,594 in share-based compensation expense for unvested options andunvested restricted stock awards, respectively, that were outstanding as of December 31, 2016 . Future share-based compensation expense will be recognized over3.1 and 3.4 weighted average years for unvested options and restricted stock awards, respectively. There were 2,472 unvested and outstanding options atDecember 31, 2016 , of which 2,333 are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest atDecember 31, 2016 was 6.1 years.The aggregate intrinsic value of options outstanding, vested, expected to vest and exercised as of and for the years ended December 31, 2016, 2015 and 2014is as follows: December 31,Options 2016 2015 2014Outstanding $55,610 $67,508 $75,689Vested 38,101 41,128 38,811Expected to vest 15,983 23,508 31,160Exercisable 9,199 8,709 10,496The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options.135Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Equity Instrument Denominated in the Shares of a SubsidiaryOn May 26, 2016, the Company implemented a management equity plan and granted stock options and restricted stock awards of a subsidiary of theCompany to employees and management of that subsidiary (Subsidiary Equity Plan). These awards generally vest over a period of five years or upon theoccurrence of certain prescribed events. The value of the stock options and restricted stock awards is tied to the value of the common stock of the subsidiary. Theawards can be put to the Company at various prescribed dates, which in no event is earlier than six months after vesting of the restricted awards or exercise of thestock options. The Company can also call the awards, generally upon employee termination.The grant-date fair value of the 2016 awards is $4,623 , which will be recognized as compensation expense over the relevant vesting periods, with acorresponding adjustment to noncontrolling interests. The grant value was determined based on an independent valuation of the subsidiary shares. For the yearended December 31, 2016 , the Company expensed $1,325 in share-based compensation related to the Subsidiary Equity Plan. There was no expense incurred forthe year ended December 31, 2015 and 2014 as the plan was implemented in the second quarter of 2016.The aggregate number of the Company's common shares that would be required to settle these awards at current estimated fair values, including vested andunvested awards, at December 31, 2016 is 212 . There was no comparable amount at December 31, 2015 and 2014 as the plan was implemented in the secondquarter of 2016.18. LEASESThe Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 93 affiliated skilled nursing, assisted living and independent livingfacilities used in the Company’s operations under eight “triple-net” master lease agreements (collectively, the Master Leases), which ranges from 12 to 19 years. Atthe Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. Theextension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred andbeing continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expirationof the then current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases.The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a MasterLease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continuedpayment of rent through the end of the lease term and maintenance and repair costs for the leased property.Commencing the third year, the rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) thepercentage change in the Consumer Price Index (but not less than zero) or (2) 2.5% . In addition to rent, the Company is required to pay the following: (1) allimpositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary orappropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and thebusiness conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizationsnecessary or appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases wasapproximately $56,271 , $56,000 and $32,700 for the years ended December 31, 2016, 2015 and 2014 , respectively.At the Company's option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms andconditions. If the Company elects to renew the term of a Master Lease, the renewal will be effective as to all, but not less than all, of the leased property thensubject to the Master Lease.Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis,including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements.The Company is not aware of any defaults as of December 31, 2016 .During the first quarter of 2016, the Company voluntarily discontinued operations in one of its skilled nursing facilities in order to preserve the overallability to serve the residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, the Company enteredinto an agreement with its landlord allowing for the closure of the property as well as other provisions to allow its landlord to transfer the property and the licensesfree and clear of the applicable136Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)master lease. This arrangement will not impact the rent expense to be paid in 2016, or expected to be paid in future periods, and will have no material impact onthe Company's lease coverage ratios under the Master Leases. The Company recorded a continued obligation liability under the lease and related closing expensesof $7,935 , including the present value of rental payments of approximately $6,512 , which was recognized in the first quarter of 2016. Residents of the affectedfacility were transferred to other local skilled nursing facilities.The Company also leases certain affiliated operations and its administrative offices under non-cancelable operating leases, most of which have initial leaseterms ranging from five to 20 years . The Company has entered into multiple lease agreements with various landlords to operate newly constructed state-of-the-art,full-service healthcare resorts upon completion of construction. The term of each lease is 15 years with two five -year renewal options and is subject to annualescalation equal to the percentage change in the Consumer Price Index with a stated cap percentage. In addition, the Company leases certain of its equipment undernon-cancelable operating leases with initial terms ranging from three to five years . Most of these leases contain renewal options, certain of which involve rentincreases. Total rent expense, inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was $125,221 , $89,264 and$48,947 for the years ended December 31, 2016, 2015 and 2014 , respectively.Future minimum lease payments for all leases as of December 31, 2016 are as follows:Year Amount2017 137,2472018 140,2112019 139,8512020 139,1912021 138,498Thereafter 1,145,188 $1,840,186Twenty-two of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under fiveseparate master lease arrangements. Under these master leases, a breach at a single facility could subject one or more of the other facilities covered by the samemaster lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases,master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire masterlease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficultto restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord.In November 2016, the Company entered into an agreement with its landlord to terminate the lease effective as of November 16, 2016. The lease of thefacility was scheduled to expire on May 31, 2031. The lease terminates effective as of November 16, 2016. In addition, a number of the Company's individualfacility leases are held by the same or related landlords, and some of these leases include cross-default provisions that could cause a default at one facility totrigger a technical default with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separatebut cross-defaulted leases. The Company is not aware of any defaults as of December 31, 2016 .19. DIVESTITURESIn 2016, the Company completed the sale of seventeen urgent care centers for an aggregate sale price of $41,492 . As a result of the sale, the Companyrecognized a pretax gain of $19,160 , which is included in operating income. Due to the disposition of the clinics, the Company is no longer the primarybeneficiary and the variable interest entities associated with the urgent care operations was deconsolidated from the Company's consolidated financial statements asof December 31, 2016 . At deconsolidation, the Company eliminated intercompany balances that previously existed. The sale of this investment supports theCompany's increased focus on growth opportunities in its business lines that are complementary to its existing transitional and skilled services.The sale transactions did not meet the criteria of a discontinued operation as they do not represent a strategic shift that has or will have a major effect on theCompany’s operations and financial results.137Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)20. COMMITMENTS AND CONTINGENCIESRegulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Compliance with suchlaws and regulations can be subject to future governmental review and interpretation, as well as significant regulatory action including fines, penalties, andexclusion from certain governmental programs. The Company believes that it is in compliance in all material respects with all applicable laws and regulations.Cost-Containment Measures — Both government and private pay sources have instituted cost-containment measures designed to limit payments made toproviders of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect theCompany.Indemnities — From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties againstthird-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or priorfacility operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operationstransfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transferof the operation and/or the operation thereof after the transfer, (iii) certain lending agreements, under which the Company may be required to indemnify the lenderagainst various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and employees, under which the Company may berequired to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in mostinstances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until aspecific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s balancesheets for any of the periods presented.Litigation — The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents served by theCompany's operating subsidiaries. The Company, its operating subsidiaries, and others in the industry are subject to an increasing number of claims and lawsuits,including professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. Thedefense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards.In addition to the potential lawsuits and claims described above, the Company is also subject to potential lawsuits under the Federal False Claims Act andcomparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide thebasis for exclusion from federally-funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance.Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit ReductionAct of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company could face increasedscrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it does business.In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) of 2009 which made significant changes to the Federal False Claims Act(FCA), expanding the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significantpenalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly andimproperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. Thegovernment can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. Inaddition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus,there is generally no need for an employment relationship in order to qualify for protection against retaliation for whistleblowing.Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company is routinelysubjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skillednursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain stateand federal healthcare programs; it may also subject the facility to a notice of deficiency, a citation, a civil money penalty, or litigation. These class-action“staffing” suits have the potential to result in large jury verdicts and settlements, and have become more prevalent in the wake of a previous substantial jury awardagainst one of the Company's competitors. The Company expects the plaintiff's bar to continue to be aggressive in their pursuit of these staffing and similar claims.138Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The Company has in the past been subject to class action litigation involving claims of alleged violations of regulatory requirements related to staffing. Whilethe Company has been able to settle these claims without a material ongoing adverse effect on its business, future claims could be brought that may materiallyaffect its business, financial condition and results of operations. Other claims and suits, including class actions, continue to be filed against the Company and othercompanies in its industry. If there were a significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in theirprosecution of these claims, this could materially adversely affect the Company’s business, financial condition, results of operations and cash flows.The Company and its operating subsidiaries have been, and continue to be, subject to claims and legal actions that arise in the ordinary course of business,including potential claims related to patient care and treatment as well as employment related claims. For example, the Company has been subjected to, and iscurrently involved in, class action litigation alleging violations of state and federal wage and hour law. The Company does not believe that the ultimate resolutionof these actions will have a material adverse effect on the Company’s business, cash flows, financial condition or results of operations. A significant increase in thenumber of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect theCompany’s business, financial condition, results of operations and cash flows.Other claims and suits continue to be filed against the Company and other companies in its industry. By way of recent example, a general/premises liabilitylawsuit was filed against one of the Company’s independent operating entities in San Luis Obispo, California, in connection with an alleged injury to a non-employee/contractor. The Company estimates that the cost of resolving this case will be approximately $2,100 , which was recorded in the consolidated financialstatements during the year ended December 31, 2016 . Further, another one of the Company’s independent operating entities was sued on allegations ofprofessional negligence, which the claim was recently settled. The Company estimated that the costs associated with the settlement of this second matter will beapproximately $2,800 , which was recorded in the consolidated financial statements during the year ended December 31, 2016 . The Company does not expect thatthere will be any material ongoing adverse effect on the Company's business, financial condition or results of operations in connection with the resolution of thesematters.The Company cannot predict or provide any assurance as to the possible outcome of any litigation. If any litigation were to proceed, and the Company and itsoperating subsidiaries are subjected to, alleged to be liable for, or agrees to a settlement of, claims or obligations under Federal Medicare statutes, the Federal FalseClaims Act, or similar State and Federal statutes and related regulations, the Company's business, financial condition and results of operations and cash flows couldbe materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment ofsubstantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or itssubsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government.Medicare Revenue Recoupments — The Company is subject to reviews relating to Medicare services, billings and potential overpayments. During the yearended December 31, 2016 , eighteen of the Company's operating subsidiaries have been subject to probe reviews, both pre- and post-payment. Twelve of thesereviews have successfully closed as of December 31, 2016 . The Company anticipates that these probe reviews will increase in frequency in the future. If a facilityfails a probe review and subsequent re-probes, the facility could then be subject to extended pre-pay review or extrapolation of the identified error rate to all billingin the same time period.None of the Company's operating subsidiaries are currently on extended prepayment review or subject to extrapolation, although that may occur in the future.As of December 31, 2016 , the Company has six operating subsidiaries under probe review.U.S. Government Inquiry — In October 2013, the Company completed and executed a settlement agreement (the Settlement Agreement) with the DOJ, whichreceived the final approval of the Office of Inspector General-HHS and the United States District Court for the Central District of California. Pursuant to theSettlement Agreement, the Company made a single lump-sum remittance to the government in the amount of $48,000 in October 2013. The Company has deniedengaging in any illegal conduct and has agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and to avoid theuncertainty and expense of protracted litigation.In connection with the settlement and effective as of October 1, 2013, the Company entered into a five-year corporate integrity agreement (the CIA) with theOffice of Inspector General-HHS. The CIA acknowledges the existence of the Company’s current compliance program, which is in accord with the Office of theInspector General (OIG)’s guidance related to an effective compliance program, and requires that the Company continue during the term of the CIA to maintain aprogram designed to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs.The Company is also required to notify the Office of Inspector General-HHS in writing, of, among other things: (i) any ongoing139Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)government investigation or legal proceeding involving an allegation that the Company has committed a crime or has engaged in fraudulent activities; (ii) any othermatter that a reasonable person would consider a probable violation of applicable criminal, civil, or administrative laws related to compliance with federalhealthcare programs; and (iii) any change in location, sale, closing, purchase, or establishment of a new business unit or location related to items or services thatmay be reimbursed by federal health care programs. The Company is also required to retain an Independent Review Organization (IRO) to review certain clinicaldocumentation annually for the term of the CIA. The Company has met the requirements of its third year under the Settlement Agreement and passed its IRO audits. Participation in federal healthcareprograms by the Company is not affected by the Settlement Agreement or the CIA. In the event of an uncured material breach of the CIA, the Company could beexcluded from participation in federal healthcare programs and/or subject to prosecution.ConcentrationsCredit Risk — The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certaingovernmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. TheCompany does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance hasbeen recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’sreceivables from Medicare and Medicaid payor programs accounted for approximately 58.6% and 58.8% of its total accounts receivable as of December 31, 2016and 2015, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 67.8% , 69.1% and 71.4% of the Company'srevenue for the years ended December 31, 2016, 2015 and 2014 , respectively.Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDICinsurance provides protection for bank deposits up to $250 . In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. Asof February 6, 2017 , the Company had approximately $2,500 in uninsured cash deposits. All uninsured bank deposits are held at high quality credit institutions.21. SELF INSURANCE RESERVESThe following table represents activity in our insurance reserves as of and for the years ended December 31, 2016 and 2015: General andProfessionalLiability Workers'Compensation Health TotalBalance January 1, 201530,401 15,758 3,801 $49,960Current year provisions12,528 12,508 15,921 40,957Claims paid and direct expenses(11,911) (8,822) (14,648) (35,381)Change in long-term insurance losses recoverable(308) 775 — 467Balance December 31, 201530,710 20,219 5,074 56,003Current year provisions23,149 12,887 38,151 74,187Claims paid and direct expenses(18,186) (10,290) (37,586) (66,062)Change in long-term insurance losses recoverable637 586 — 1,223Balance December 31, 2016$36,310 $23,402 $5,639 $65,351Included in long-term insurance losses recoverable as of December 31, 2016 and 2015, are anticipated insurance recoveries related to the Company's generaland professional liability claims that are recorded on a gross rather than net basis in accordance with GAAP.140Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)22.DEFINED CONTRIBUTION PLANThe Company has a 401(k) defined contribution plan (the 401(k) Plan), whereby eligible employees may contribute up to 15% of their annual basic earnings.Additionally, the 401(k) Plan provides for discretionary matching contributions (as defined in the 401(k) Plan) by the Company. The Company expensed matchingcontributions to the 401(k) Plan of $862 , $682 and $565 during the years ended December 31, 2016, 2015 and 2014, respectively. Beginning in 2007, the 401(k)Plan allowed eligible employees to contribute up to 90% of their eligible compensation, subject to applicable annual Internal Revenue Code limits.23. SPIN-OFF OF REAL ESTATE ASSETS THROUGH A REAL ESTATE INVESTMENT TRUSTOn June 1, 2014, the Company completed its plan to separate into two separate publicly traded companies by creating a newly formed, publicly traded realestate investment trust (REIT), known as CareTrust REIT, Inc. (CareTrust), through a tax free spin-off (the Spin-Off). The Company effected the Spin-Off bydistributing to its stockholders one share of CareTrust common stock for each share of Ensign common stock held at the close of business on May 22, 2014, therecord date for the Spin-Off. The Company received a private letter ruling from the Internal Revenue Service (IRS) substantially to the effect that the Spin-Off willqualify as a tax-free transaction for U.S. federal income tax purposes. The private letter ruling relies on certain facts, representations, assumptions andundertakings.Prior to the Spin-Off, the Company entered into a Separation and Distribution Agreement with CareTrust, setting forth the mechanics of the Spin-Off, certainorganizational matters and other ongoing obligations of the Company and CareTrust. The Company and CareTrust or their respective subsidiaries, as applicable,also entered into a number of other agreements to govern the relationship between CareTrust and the Company.Immediately before the Spin-Off, on May 30, 2014, while CareTrust was a wholly-owned subsidiary of the Company, CareTrust raised $260,000 of debtfinancing (the Bond). CareTrust also entered into the Fifth Amended and Restated Loan Agreement, with General Electric Capital Corporation (GECC), whichconsisted of an additional loan of $50,676 to an aggregate principal amount of $99,000 (the Ten Project Note). The Ten Project Note and the Bond were assumedby CareTrust in connection with the Spin-Off. CareTrust transferred $220,752 to the Company, a portion of which the Company used to retire $208,635 of long-term debt prior to maturity. The remaining portion was used to pay prepayment penalties and other third party fees relating to the early retirement of outstandingdebt. The amount retained by the Company of $8,219 was recorded as restricted cash, of which $6,400 was classified as current assets and $1,819 was classified asnon-current assets as of June 1, 2014. The amount represented a portion of the proceeds received from CareTrust in connection with the Spin-Off that the Companyintended to use to pay up to eight regular quarterly dividend payments. During the year ended December 31, 2015 and 2014, the Company utilized $3,137 and$5,082 , respectively, to pay the quarterly dividend payments. The remaining cash of $78,731 that CareTrust retained on the Spin-Off date was transferred toCareTrust as part of the assets and liabilities contributed to CareTrust in connection with the Spin-Off.As of March 31, 2014, the Company operated 120 affiliated facilities. Prior to the Spin-Off, the Company separated the healthcare operations from theindependent living operations at two locations, resulting in a total of 122 affiliated facilities. In connection with the Spin-Off, the Company contributed toCareTrust the assets and liabilities associated with 94 real property and three independent living facilities that CareTrust now operates and that were previouslyowned by the Company. The results of the three independent living facilities that were transferred to CareTrust in connection with the Spin-Off were not materialto the Company's results of operations for the years ended December 31, 2014 and 2013. The assets and liabilities were contributed to CareTrust based on theirhistorical carrying values, which were as follows:Cash and cash equivalents $78,731Other current assets 34Property and equipment, net 421,846Deferred financing costs 11,088Accounts payable and accrued expenses (4,971)Current deferred tax liability (125)Deferred tax liability (5,925)Current maturities of long-term debt (2,342)Long-term debt—less current maturities (357,171)Net contribution $141,165141Table of ContentsTHE ENSIGN GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)As a result of the Spin-Off, CareTrust owns all of the 94 real property and three independent living facilities that were transferred in connection with theSpin-Off. The Company leases the 94 real property facilities from CareTrust under eight “triple-net” master lease agreements (collectively, the Master Leases). TheCompany continues to operate the affiliated skilled nursing, assisted living and independent living facilities that are leased from CareTrust pursuant to the MasterLeases. See Note 18, Leases for detail of the Master Leases arrangement. In addition, Christopher Christensen, the Company's Chief Executive Officer, served as aboard member of CareTrust subsequent to the Spin-Off through April 15, 2015.The Company did not incur transactions costs related to the Spin-Off for the year ended December 31, 2016 and 2015. The Company incurred transactioncosts associated with the Spin-Off of $9,026 for years ended December 31, 2014, which is included in general and administrative expenses within the consolidatedstatements of income.(b)Financial Statement SchedulesTHE ENSIGN GROUP, INC. and SUBSIDIARIESSchedule IIValuation and Qualifying Accounts AdditionsCharged toCosts andExpenses Balance atBeginning ofYear Balances at Endof Year Deductions (In thousands) Year Ended December 31, 2014 Allowance for doubtful accounts$(16,540) $(13,179) $9,281 $(20,438)Year Ended December 31, 2015 Allowance for doubtful accounts$(20,438) $(19,802) $9,932 (30,308)Year Ended December 31, 2016 Allowance for doubtful accounts$(30,308) $(28,512) $19,029 (39,791)All other schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financialstatements or notes thereto.142Table of ContentsEXHIBIT INDEX(c) Exhibit IndexExhibit File Exhibit Filing FiledNo. Exhibit Description* Form No. No. Date Herewith2.1 Separation and Distribution Agreement, dated as of May 23, 2014, by andbetween The Ensign Group, Inc. and CareTrust REIT, Inc. 8-K 001-33757 2.1 6/5/2014 3.1 Fifth Amended and Restated Certificate of Incorporation of The EnsignGroup, Inc., filed with the Delaware Secretary of State on November 15,2007 10-Q 001-33757 3.1 12/21/2007 3.2 Amendment to the Amended and Restated Bylaws, dated August 5, 2014 8-K 001-33757 3.2 8/8/2014 3.3 Amended and Restated Bylaws of The Ensign Group, Inc. 10-Q 001-33757 3.2 12/21/2007 3.4 Certificate of Designation, Preferences and Rights of Series A JuniorParticipating Preferred Stock, as filed with the Secretary of State of the Stateof Delaware on November 7, 2013 8-K 001-33757 3.1 11/7/2013 3.5 Certificate of Elimination of Series A Junior Participating Preferred Stock 8-K 001-33757 3.1 6/5/2014 4.1 Specimen common stock certificate S-1 333-142897 4.1 10/5/2007 10.1+The Ensign Group, Inc. 2001 Stock Option, Deferred Stock and RestrictedStock Plan, form of Stock Option Grant Notice for Executive Officers andDirectors, stock option agreement and form of restricted stock agreement forExecutive Officers and Directors S-1 333-142897 10.1 7/26/2007 10.2+The Ensign Group, Inc. 2005 Stock Incentive Plan, form of NonqualifiedStock Option Award for Executive Officers and Directors, and form ofrestricted stock agreement for Executive Officers and Directors S-1 333-142897 99.2 7/26/2007 10.3+The Ensign Group, Inc. 2007 Omnibus Incentive Plan S-1 333-142897 10.3 10/5/2007 10.4+Amendment to The Ensign Group, Inc. 2007 Omnibus Incentive Plan 8-K 001-33757 10.2 7/28/2009 10.5+Form of 2007 Omnibus Incentive Plan Notice of Grant of Stock Options; andform of Non-Incentive Stock Option Award Terms and Conditions S-1 333-142797 10.4 10/5/2007 10.6+Form of 2007 Omnibus Incentive Plan Restricted Stock Agreement S-1 333-142897 10.5 10/5/2007 10.7+Form of Indemnification Agreement entered into between The Ensign Group,Inc. and its directors, officers and certain key employees S-1 333-142897 10.6 10/5/2007 10.8 Fourth Amended and Restated Loan Agreement, dated as of November 10,2009, by and among certain subsidiaries of The Ensign Group, Inc. asBorrowers, and General Electric Capital Corporation as Agent and Lender 8-K 001-33757 10.1 11/17/2009 10.9 Consolidated, Amended and Restated Promissory Note, dated as ofDecember 29, 2006, in the original principal amount of $64,692,111.67, bycertain subsidiaries of The Ensign Group, Inc. in favor of General ElectricCapital Corporation S-1 333-142897 10.8 7/26/2007 143Table of ContentsExhibit File Exhibit Filing Filed No. Exhibit Description* Form No. No. Date Herewith 10.10 Third Amended and Restated Guaranty of Payment and Performance, dated asof December 29, 2006, by The Ensign Group, Inc. as Guarantor and GeneralElectric Capital Corporation as Agent and Lender, under which Guarantorguarantees the payment and performance of the obligations of certain ofGuarantor's subsidiaries under the Third Amended and Restated LoanAgreement S-1 333-142897 10.9 7/26/2007 10.11 Form of Amended and Restated Deed of Trust, Assignment of Rents, SecurityAgreement and Fixture Financing Statement, dated as of June 30, 2006 (filedagainst Desert Terrace Nursing Center, Desert Sky Nursing Home, HighlandManor Health and Rehabilitation Center and North Mountain Medical andRehabilitation Center), by and among Terrace Holdings AZ LLC, SkyHoldings AZ LLC, Ensign Highland LLC and Valley Health Holdings LLC asGrantors, Chicago Title Insurance Company as Trustee, and General ElectricCapital Corporation as Beneficiary and Schedule of Material Differencestherein S-1 333-142897 10.10 7/26/2007 10.12 Deed of Trust, Assignment of Rents, Security Agreement and FixtureFinancing Statement, dated as of June 30, 2006 (filed against Park Manor), byand among Plaza Health Holdings LLC as Grantor, Chicago Title InsuranceCompany as Trustee, and General Electric Capital Corporation as Beneficiary S-1 333-142897 10.11 7/26/2007 10.13 Deed of Trust, Assignment of Rents, Security Agreement and FixtureFinancing Statement, dated as of June 30, 2006 (filed against Catalina Care andRehabilitation Center), by and among Rillito Holdings LLC as Grantor,Chicago Title Insurance Company as Trustee, and General Electric CapitalCorporation as Beneficiary S-1 333-142897 10.12 7/26/2007 10.14 Deed of Trust, Assignment of Rents, Security Agreement and FixtureFinancing Statement, dated as of October 16, 2006 (filed against Park ViewGardens at Montgomery), by and among Mountainview Communitycare LLCas Grantor, Chicago Title Insurance Company as Trustee, and General ElectricCapital Corporation as Beneficiary S-1 333-142897 10.13 7/26/2007 10.15 Deed of Trust, Assignment of Rents, Security Agreement and FixtureFinancing Statement, dated as of October 16, 2006 (filed against SabinoCanyon Rehabilitation and Care Center), by and among Meadowbrook HealthAssociates LLC as Grantor, Chicago Title Insurance Company as Trustee andGeneral Electric Capital Corporation as Beneficiary S-1 333-142897 10.14 7/26/2007 10.16 Form of Deed of Trust, Assignment of Rents, Security Agreement and FixtureFinancing Statement, dated as of December 29, 2006 (filed against UplandCare and Rehabilitation Center and Camarillo Care Center), by and amongCedar Avenue Holdings LLC and Granada Investments LLC as Grantors,Chicago Title Insurance Company as Trustee and General Electric CapitalCorporation as Beneficiary and Schedule of Material Differences therein S-1 333-142897 10.15 7/26/2007 144Table of ContentsExhibit File Exhibit Filing Filed No. Exhibit Description* Form No. No. Date Herewith 10.17 Form of First Amendment to (Amended and Restated) Deed of Trust,Assignment of Rents, Security Agreement and Fixture Financing Statement,dated as of December 29, 2006 (filed against Desert Terrace Nursing Center,Desert Sky Nursing Home, Highland Manor Health and RehabilitationCenter, North Mountain Medical and Rehabilitation Center, Catalina Careand Rehabilitation Center, Park Manor, Park View Gardens at Montgomery,Sabino Canyon Rehabilitation and Care Center), by and among TerraceHoldings AZ LLC, Sky Holdings AZ LLC, Ensign Highland LLC, ValleyHealth Holdings LLC, Rillito Holdings LLC, Plaza Health Holdings LLC,Mountainview Communitycare LLC and Meadowbrook Health AssociatesLLC as Grantors, Chicago Title Insurance Company as Trustee, and GeneralElectric Capital Corporation as Beneficiary and Schedule of MaterialDifferences therein S-1 333-142897 10.16 7/26/2007 10.18 Amended and Restated Loan and Security Agreement, dated as of March 25,2004, by and among The Ensign Group, Inc. and certain of its subsidiaries asBorrower, and General Electric Capital Corporation as Agent and Lender S-1 333-142897 10.19 5/14/2007 10.19 Amendment No. 1, dated as of December 3, 2004, to the Amended andRestated Loan and Security Agreement, by and among The Ensign Group,Inc. and certain of its subsidiaries as Borrower, and General Electric CapitalCorporation as Lender S-1 333-142897 10.20 5/14/2007 10.20 Second Amended and Restated Revolving Credit Note, dated as of December3, 2004, in the original principal amount of $20,000,000, by The EnsignGroup, Inc. and certain of its subsidiaries in favor of General Electric CapitalCorporation S-1 333-142897 10.19 7/26/2007 10.21 Amendment No. 2, dated as of March 25, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrower, and General Electric CapitalCorporation as Lender S-1 333-142897 10.22 5/14/2007 10.22 Amendment No. 3, dated as of June 22, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrower and General Electric CapitalCorporation as Lender S-1 333-142897 10.21 7/26/2007 10.23 Amendment No. 4, dated as of August 1, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrowers and General Electric CapitalCorporation as Lender S-1 333-142897 10.42 8/17/2007 10.24 Amendment No. 5, dated September 13, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrowers and General Electric CapitalCorporation as Lender S-1 333-142897 10.43 10/5/2007 10.25 Revolving Credit Note, dated as of September 13, 2007, in the originalprincipal amount of $5,000,000 by The Ensign Group, Inc. and certain of itssubsidiaries in favor of General Electric Capital Corporation S-1 333-142897 10.44 10/5/2007 10.26 Commitment Letter, dated October 3, 2007, from General Electric CapitalCorporation to The Ensign Group, Inc., setting forth the general terms andconditions of the proposed amendment to the revolving credit facility, whichwill increase the available credit thereunder to $50.0 million S-1 333-142897 10.46 10/5/2007 10.27 Amendment No. 6, dated November 19, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrowers and General Electric CapitalCorporation as Lender 8-K 001-33757 10.1 11/21/2007 145Table of Contents10.28 Amendment No. 7, dated December 21, 2007, to the Amended and RestatedLoan and Security Agreement, by and among The Ensign Group, Inc. andcertain of its subsidiaries as Borrowers and General Electric CapitalCorporation as Lender 8-K 001-33757 10.1 12/27/2007 10.29 Amendment No. 1 and Joinder Agreement to Second Amended and RestatedLoan and Security Agreement, by certain subsidiaries of The Ensign Group,Inc. as Borrower and General Electric Capital Corporation as Lender 8-K 001-33757 10.1 2/9/2009 146Table of ContentsExhibit File Exhibit Filing FiledNo.Exhibit Description* Form No. No. Date Herewith10.30Second Amended and Restated Revolving Credit Note, dated February 4, 2009,by certain subsidiaries of The Ensign Group, Inc. as Borrowers for the benefitof General Electric Capital Corporation as Lender 8-K 001-33757 10.2 2/9/2009 10.31Amended and Restated Revolving Credit Note, dated February 21, 2008, bycertain subsidiaries of The Ensign Group, Inc. as Borrowers for the benefit ofGeneral Electric Capital Corporation as Lender 8-K 001-33757 10.2 2/27/2008 10.32Ensign Guaranty, dated February 21, 2008, between The Ensign Group, Inc. asGuarantor and General Electric Capital Corporation as Lender 8-K 001-33757 10.3 2/27/2008 10.33Holding Company Guaranty, dated February 21, 2008, by and among TheEnsign Group, Inc. and certain of its subsidiaries as Guarantors and GeneralElectric Capital Corporation as Lender 8-K 001-33757 10.4 2/27/2008 10.34Pacific Care Center Loan Agreement, dated as of August 6, 1998, by andbetween G&L Hoquiam, LLC as Borrower and GMAC Commercial MortgageCorporation as Lender (later assumed by Cherry Health Holdings, Inc. asBorrower and Wells Fargo Bank, N.A. as Lender) S-1 333-142897 10.23 5/14/2007 10.35Deed of Trust and Security Agreement, dated as of August 6, 1998, by andamong G&L Hoquiam, LLC as Grantor, Ticor Title Insurance Company asTrustee and GMAC Commercial Mortgage Corporation as Beneficiary S-1 333-142897 10.24 7/26/2007 10.36Promissory Note, dated as of August 6, 1998, in the original principal amountof $2,475,000, by G&L Hoquiam, LLC in favor of GMAC CommercialMortgage Corporation S-1 333-142897 10.25 7/26/2007 10.37Loan Assumption Agreement, by and among G&L Hoquiam, LLC as PriorOwner; G&L Realty Partnership, L.P. as Prior Guarantor; Cherry HealthHoldings, Inc. as Borrower; and Wells Fargo Bank, N.A., the Trustee forGMAC Commercial Mortgage Securities, Inc., as Lender S-1 333-142897 10.26 5/14/2007 10.38Exceptions to Nonrecourse Guaranty, dated as of October 2006, by The EnsignGroup, Inc. as Guarantor and Wells Fargo Bank, N.A. as Trustee for GMACCommercial Mortgage Securities, Inc., under which Guarantor guarantees fulland prompt payment of all amounts due and owing by Cherry Health Holdings,Inc. under the Promissory Note S-1 333-142897 10.22 7/26/2007 10.39Deed of Trust with Assignment of Rents, dated as of January 30, 2001, by andamong Ensign Southland LLC as Trustor, Brian E. Callahan as Trustee andContinental Wingate Associates, Inc. as Beneficiary S-1 333-142897 10.27 7/26/2007 10.40Deed of Trust Note, dated as of January 30, 2001, in the original principalamount of $7,455,100, by Ensign Southland, LLC in favor of ContinentalWingate Associates, Inc. S-1 333-142897 10.28 5/14/2007 10.41Security Agreement, dated as of January 30, 2001, by and between EnsignSouthland, LLC and Continental Wingate Associates, Inc. S-1 333-142897 10.29 5/14/2007 10.42Master Lease Agreement, dated July 3, 2003, between Adipiscor LLC asLessee and LTC Partners VI, L.P., Coronado Corporation and Park VillaCorporation collectively as Lessor S-1 333-142897 10.30 5/14/2007 147Table of ContentsExhibit File Exhibit Filing FiledNo.Exhibit Description* Form No. No. Date Herewith10.43Lease Guaranty, dated July 3, 2003, between The Ensign Group, Inc. asGuarantor and LTC Partners VI, L.P., Coronado Corporation and Park VillaCorporation collectively as Lessor, under which Guarantor guarantees thepayment and performance of Adipiscor LLC's obligations under the MasterLease Agreement S-1 333-142897 10.31 5/14/2007 10.44Master Lease Agreement, dated September 30, 2003, between PermunitumLLC as Lessee, Vista Woods Health Associates LLC, City Heights HealthAssociates LLC, and Claremont Foothills Health Associates LLC asSublessees, and OHI Asset (CA), LLC as Lessor S-1 333-142897 10.32 5/14/2007 10.45Lease Guaranty, dated September 30, 2003, between The Ensign Group, Inc. asGuarantor and OHI Asset (CA), LLC as Lessor, under which Guarantorguarantees the payment and performance of Permunitum LLC's obligationsunder the Master Lease Agreement S-1 333-142897 10.33 5/14/2007 10.46Lease Guaranty, dated September 30, 2003, between Vista Woods HealthAssociates LLC, City Heights Health Associates LLC and Claremont FoothillsHealth Associates LLC as Guarantors and OHI Asset (CA), LLC as Lessor,under which Guarantors guarantee the payment and performance ofPermunitum LLC's obligations under the Master Lease Agreement S-1 333-142897 10.34 5/14/2007 10.47Master Lease Agreement, dated January 31, 2003, between Moenium HoldingsLLC as Lessee and Healthcare Property Investors, Inc., d/b/a in the State ofArizona as HC Properties, Inc., and Healthcare Investors III collectively asLessor S-1 333-142897 10.35 5/14/2007 10.48Lease Guaranty, between The Ensign Group, Inc. as Guarantor and HealthcareProperty Investors, Inc. as Owner, under which Guarantor guarantees thepayment and performance of Moenium Holdings LLC's obligations under theMaster Lease Agreement S-1 333-142897 10.36 5/14/2007 10.49First Amendment to Master Lease Agreement, dated May 27, 2003, betweenMoenium Holdings LLC as Lessee and Healthcare Property Investors, Inc.,d/b/a in the State of Arizona as HC Properties, Inc., and HealthcareInvestors III collectively as Lessor S-1 333-142897 10.37 5/14/2007 10.50Second Amendment to Master Lease Agreement, dated October 31. 2004,between Moenium Holdings LLC as Lessee and Healthcare Property Investors,Inc., d/b/a in the State of Arizona as HC Properties, Inc., and HealthcareInvestors III collectively as Lessor S-1 333-142897 10.38 5/14/2007 10.51Lease Agreement, by and between Mission Ridge Associates LLC as Landlordand Ensign Facility Services, Inc. as Tenant; and Guaranty of Lease, datedAugust 2, 2003, by The Ensign Group, Inc. as Guarantor in favor of Landlord,under which Guarantor guarantees Tenant's obligations under the LeaseAgreement S-1 333-142897 10.39 5/14/2007 10.52First Amendment to Lease Agreement dated January 15, 2004, by and betweenMission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc.as Tenant S-1 333-142897 10.40 5/14/2007 148Table of ContentsExhibit File Exhibit Filing FiledNo.Exhibit Description* Form No. No. Date Herewith10.53Second Amendment to Lease Agreement dated December 13, 2007, by andbetween Mission Ridge Associates LLC as Landlord and Ensign FacilityServices, Inc. as Tenant; and Reaffirmation of Guaranty of Lease, datedDecember 13, 2007, by The Ensign Group, Inc. as Guarantor in favor ofLandlord, under which Guarantor reaffirms its guaranty of Tenants obligationsunder the Lease Agreement 10-K 001-33757 10.52 3/6/2008 10.54Third Amendment to Lease Agreement dated February 21, 2008, by andbetween Mission Ridge Associates LLC as Landlord and Ensign FacilityServices, Inc. as Tenant 10-K 001-33757 10.54 2/17/2010 10.55Fourth Amendment to Lease Agreement dated July 15, 2009, by and betweenMission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc.as Tenant 10-K 001-33757 10.55 2/17/2010 10.56Form of Independent Consulting and Centralized Services Agreement betweenEnsign Facility Services, Inc. and certain of its subsidiaries S-1 333-142897 10.41 5/14/2007 10.57Form of Health Insurance Benefit Agreement pursuant to which certainsubsidiaries of The Ensign Group, Inc. participate in the Medicare program S-1 333-142897 10.48 10/19/2007 10.58Form of Medi-Cal Provider Agreement pursuant to which certain subsidiariesof The Ensign Group, Inc. participate in the California Medicaid program S-1 333-142897 10.49 10/19/2007 10.59Form of Provider Participation Agreement pursuant to which certainsubsidiaries of The Ensign Group, Inc. participate in the Arizona Medicaidprogram S-1 333-142897 10.50 10/19/2007 10.6Form of Contract to Provide Nursing Facility Services under the TexasMedical Assistance Program pursuant to which certain subsidiaries of TheEnsign Group, Inc. participate in the Texas Medicaid program S-1 333-142897 10.51 10/19/2007 10.61Form of Client Service Contract pursuant to which certain subsidiaries of TheEnsign Group, Inc. participate in the Washington Medicaid program S-1 333-142897 10.52 10/19/2007 10.62Form of Provider Agreement for Medicaid and UMAP pursuant to whichcertain subsidiaries of The Ensign Group, Inc. participate in the Utah Medicaidprogram S-1 333-142897 10.53 10/19/2007 10.63Form of Medicaid Provider Agreement pursuant to which a subsidiary of TheEnsign Group, Inc. participates in the Idaho Medicaid program S-1 333-142897 10.54 10/19/2007 10.64Six Project Promissory Note dated as of November 10, 2009, in the originalprincipal amount of $40,000,000, by certain subsidiaries of the Ensign Group,Inc. in favor of General Electric Capital Corporation 8-K 001-33757 10.2 11/17/2009 10.65Note, dated December 31, 2010 by certain subsidiaries of the Company. 8-K 001-33757 10.1 1/6/2011 149Table of ContentsExhibit File Exhibit Filing Filed No.Exhibit Description* Form No. No. Date Herewith 10.66Revolving Credit and Term Loan Agreement, dated as of July 15,2011, among the Ensign Group, Inc. and the several banks and otherfinancial institutions and lenders from time to time party thereto (the"Lenders") and SunTrust Bank, in its capacity as administrative agentfor the Lenders, as issuing bank and as swingline lender. 8-K 001-33757 10.1 7/19/2011 10.67Commercial Deeds of Trust, Security Agreements, Assignment ofLeases and Rents and Future Filing, dated as of February 17, 2012,made by certain subsidiaries of the Company for the benefit of RBSAsset Finance, Inc. 8-K. 8-K 001-33757 10.1 2/22/2012 10.68First Amendment to Revolving Credit and Term Loan Agreement,dated as of October 27, 2011, among The Ensign Group, Inc. and theseveral banks and other financial institutions and lenders from time totime party thereto (the "Lenders") and SunTrust Bank, in its capacityas administrative agent for the Lenders, as issuing bank and asswingline lender. 10-K 001-33757 10.70 2/13/2013 10.69Second Amendment to Revolving Credit and Term Loan Agreement,dated as of April 30, 2012, among The Ensign Group, Inc. and theseveral banks and other financial institutions and lenders from time totime party thereto (the "Lenders") and SunTrust Bank, in its capacityas administrative agent for the Lenders, as issuing bank and asswingline lender. 10-K 001-33757 10.71 2/13/2013 10.7Third Amendment to Revolving Credit and Term Loan Agreement,dated as of February 1, 2013, among The Ensign Group, Inc. and theseveral banks and other financial institutions and lenders from time totime party thereto (the "Lenders") and SunTrust Bank, in its capacityas administrative agent for the Lenders, as issuing bank and asswingline lender. 8-K 001-33757 10.1 2/6/2012 10.71Fourth Amendment to Revolving Credit and Term Loan Agreement,dated as of April 16, 2013, among the Ensign Group, Inc. and theseveral banks and other financial institutions and lenders from time totime party thereto(the "Lenders") and SunTrust Bank, in its capacity asadministrative agent fort he Lenders, as issuing bank and as swinglinelender. 8-K 001-33757 10.1 4/22/2013 10.72Corporate Integrity Agreement between the Office of InspectorGeneral of the Department of Health and Human Services and TheEnsign Group, Inc. dated October 1, 2013. 10-K 001-33757 10.74 2/13/2014 10.73Settlement agreement dated October 1, 2013, entered into among theUnited States of America, acting through the United States Departmentof Justice and on behalf of the Office of Inspector General ("OIG-HHS") of the Department of Health and Human Services ("HHS")(collectively the "United States") and the Company. 8-K 001-33757 10.75 2/13/2014 10.74Form of Master Lease by and among certain subsidiaries of TheEnsign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc. 8-K 001-33757 10.1 6/5/2014 10.75Form of Guaranty of Master Lease by The Ensign Group, Inc. in favorof certain subsidiaries of CareTrust REIT, Inc., as landlords under theMaster Leases 8-K 001-33757 10.2 6/5/2014 10.76Opportunities Agreement, dated as of May 30, 2014, by and betweenThe Ensign Group, Inc. and CareTrust REIT, Inc. 8-K 001-33757 10.3 6/5/2014 150Table of ContentsExhibit File Exhibit Filing Filed No.Exhibit Description* Form No. No. Date Herewith 10.77Transition Services Agreement, dated as of May 30, 2014, by andbetween The Ensign Group, Inc. and CareTrust REIT, Inc. 8-K 001-33757 10.4 6/5/2014 10.78Tax Matters Agreement, dated as of May 30, 2014, by and betweenThe Ensign Group, Inc. and CareTrust REIT, Inc. 8-K 001-33757 10.5 6/5/2014 10.79Employee Matters Agreement, dated as of May 30, 2014, by andbetween The Ensign Group, Inc. and CareTrust REIT, Inc. 8-K 001-33757 10.6 6/5/2014 10.80Contribution Agreement, dated as of May 30, 2014, by and amongCTR Partnership L.P., CareTrust GP, LLC, CareTrust REIT, Inc. andThe Ensign Group, Inc. 8-K 001-33757 10.7 6/5/2014 10.81Credit Agreement, dated as of May 30, 2014, by and among TheEnsign Group, Inc., SunTrust Bank, as administrative agent, and thelenders party thereto 8-K 001-33757 10.8 6/5/2014 10.82Amended and Restated Credit Agreement as of February 5, 2016, byand among The Ensign Group, Inc., SunTrust Bank, as administrativeagent, and the lenders party thereto 8-K 001-33757 10.1 2/8/2016 10.83Second Amended Credit Agreement as of July 19, 2016, by and amongThe Ensign Group, Inc., SunTrust Bank, as administrative agent, andthe lenders party thereto 8-K 001-33757 10.1 7/25/2016 10.84Cornerstone Healthcare, Inc. 2016 Omnibus Incentive 10-Q 001-33757 10.2 8/1/2016 10.85Cornerstone Healthcare, Inc. Stockholders Agreement 10-Q 001-33757 10.2 8/1/2016 21.1Subsidiaries of The Ensign Group, Inc., as amended X 23.1Consent of Deloitte & Touche LLP X 31.1Certification of Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002 X 31.2Certification of Chief Financial Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002 X 32.1Certification of Chief Executive Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002 X 32.2Certification of Chief Financial Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002 X 101Interactive data file (furnished electronically herewith pursuant to Rule406T of Regulations S-T) +Indicates management contract or compensatory plan. *Documents not filed herewith are incorporated by reference to the prior filings identified in the table above.151EXHIBIT 21.1LEGAL NAMEPRESIDENT COMPANYJURISDICTION2016 Health Holdings LLCThe Ensign Group, Inc.Nevada24th Street Healthcare Associates LLCBandera Healthcare, Inc.NevadaAdipiscor LLCThe Ensign Group, Inc.NevadaAgape Health Holdings LLCThe Ensign Group, Inc.NevadaALH Health Holdings LLCThe Ensign Group, Inc.NevadaAllen Creek Healthcare, Inc.Pennant Healthcare, Inc.NevadaAlpowa Healthcare, Inc.Paragon Healthcare, Inc.NevadaAnza Healthcare, Inc.The Flagstone Group, Inc.NevadaApache Trail Healthcare, Inc.Bandera Healthcare, Inc.NevadaArmstrong Healthcare, Inc.Keystone Care LLCNevadaArvada Healthcare, Inc.Endura Healthcare, Inc.NevadaAtlantic Memorial Healthcare Associates, Inc.The Flagstone Group, Inc.NevadaAvenues Healthcare, Inc.Milestone Healthcare LLC.NevadaAvocado Health Holdings LLCThe Ensign Group, Inc.NevadaAztec Healthcare, Inc.Bandera Healthcare, Inc.NevadaBainbridge Health Holdings LLCThe Ensign Group, Inc.NevadaBakorp L.L.C.PMD Investments, LLCNevadaBandera Healthcare, Inc.The Ensign Group, Inc.NevadaBannock Health Holdings LLCThe Ensign Group, Inc.NevadaBayshore Healthcare, Inc.Touchstone Care, Inc.NevadaBayside Healthcare, Inc.The Flagstone Group, Inc.NevadaBeacon Hill Healthcare, Inc.Pennant Healthcare, Inc.NevadaBell Villa Care Associates LLCThe Flagstone Group, Inc.NevadaBernardo Heights Healthcare, Inc.The Flagstone Group, Inc.NevadaBertetti Healthcare, Inc.Keystone Care LLCNevadaBig Blue Healthcare, Inc.Gateway Healthcare, Inc.NevadaBijou Health Holdings LLCThe Ensign Group, Inc.NevadaBijou Healthcare, Inc.Endura Healthcare, Inc.NevadaBoyle Health Holdings LLCThe Ensign Group, Inc.NevadaBrackenridge Healthcare, Inc.Keystone Care LLCNevadaBrenwood Park Health Holdings LLCThe Ensign Group, Inc.NevadaBrenwood Park Senior Living, Inc.Bridgestone Living LLCNevadaBridgestone Living LLCThe Ensign Group, Inc.NevadaBrown Road Senior Housing LLCBridgestone Living LLCNevadaBrownsville Care Associates, Inc.Keystone Care LLCNevadaC Street Health Associates LLCTouchstone Care, Inc.NevadaCamarillo Community Care, Inc.Touchstone Care, Inc.NevadaCane Island Healthcare, Inc.Keystone Care LLCNevadaCanyon Lake Healthcare, Inc.,Keystone Care LLCNevadaCanyon Springs Senior Living, Inc.Bridgestone Living LLCNevadaCapitol Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaCapstone Resources, Inc.Capstone Transportation Investments, Inc.NevadaCapstone Transportation Investments, Inc.The Ensign Group, Inc.NevadaCardiff Healthcare, Inc.Milestone Healthcare LLCNevadaCarolina Healthcare, Inc.Hopewell Healthcare, Inc.NevadaCarrollton Heights Healthcare, Inc.Keystone Care LLCNevadaCentral Avenue Healthcare, Inc.Gateway Healthcare, Inc.NevadaChaparral Healthcare, Inc.Keystone Care LLCNevadaChateau Julia Healthcare, Inc.Endura Healthcare, Inc.NevadaCherokee Healthcare, Inc.Gateway Healthcare, Inc.NevadaCherry Hills Healthcare, Inc.,Endura Healthcare, Inc.NevadaChisholm Creek Healthcare, Inc.Gateway Healthcare, Inc.NevadaCircle Health Holdings LLCThe Ensign Group, Inc.NevadaCity Heights Health Associates LLCThe Flagstone Group, Inc.NevadaClaremont Foothills Health Associates LLCTouchstone Care, Inc.NevadaClaydelle Healthcare, Inc.The Flagstone Group, Inc.NevadaCloverleaf Healthcare, Inc.Gateway Healthcare, Inc.NevadaConcord Avenue Health Holdings LLCThe Ensign Group, Inc.NevadaCongaree Health Holdings LLCThe Ensign Group, Inc.NevadaConnected Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaConway Health Holdings LLCThe Ensign Group, Inc.NevadaCopeland Healthcare, Inc.Keystone Care LLCNevadaCornerstone Healthcare, Inc.The Ensign Group, Inc.NevadaCornerstone Service Center, Inc.Cornerstone Healthcare, Inc.NevadaCornet Limited, Inc.Coronet Limited, Inc.ArizonaCosta Victoria Healthcare LLCThe Flagstone Group, Inc.NevadaCow Creek Healthcare, Inc.Keystone Care LLCNevadaCustom Care Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaCypresswood Healthcare, Inc.Keystone Care LLCNevadaDa Vinci Healthcare, Inc.Bandera Healthcare, Inc.NevadaDaffodil Healthcare, Inc.Keystone Care LLCNevadaDe Moisy Healthcare, Inc.Milestone Healthcare LLCNevadaDeer Creek Health Holdings LLCThe Ensign Group, Inc.NevadaDenmark Senior Living, Inc.Bridgestone Living LLCNevadaDesert Cove Healthcare, Inc.Bandera Healthcare, Inc.NevadaDessau Healthcare, Inc.Keystone Care LLCNevadaDiamond Valley Health Holdings LLCThe Ensign Group, Inc.NevadaDiscovery Trail Healthcare, Inc.Gateway Healthcare, Inc.NevadaDorothy Health Holdings LLCThe Ensign Group, Inc.NevadaDowney Community Care LLCThe Flagstone Group, Inc.NevadaDrinkwater Senior Living, Inc.Bridgestone Living LLCNevadaDuck Creek Healthcare, Inc.Keystone Care LLCNevadaEagle Harbor Healthcare, Inc.Pennant Healthcare, Inc.NevadaEcho Canyon Healthcare, Inc.Bandera Healthcare, Inc.NevadaEiffel Healthcare, Inc.Keystone Care LLCNevadaElkhorn Health Holdings LLCThe Ensign Group, Inc.NevadaEmblem Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaEmerald City PubCo, Inc.Gateway Healthcare, Inc.KansasEmpirecare Health Associates, Inc.Touchstone Care, Inc.NevadaEndura Healthcare, Inc.The Ensign Group, Inc.NevadaEnsign Cloverdale LLCNorthern Pioneer Healthcare, Inc.NevadaEnsign Montgomery LLCNorthern Pioneer Healthcare, Inc.NevadaEnsign Napa LLCSHELFNevadaEnsign Palm I LLCTouchstone Care, Inc.NevadaEnsign Panorama LLCTouchstone Care, Inc.NevadaEnsign Pleasanton LLCNorthern Pioneer Healthcare, Inc.NevadaEnsign Sabino LLCBandera Healthcare, Inc.NevadaEnsign San Dimas LLCTouchstone Care, Inc.NevadaEnsign Santa Rosa LLCNorthern Pioneer Healthcare, Inc.NevadaEnsign Services, Inc.Ensign Services, Inc.NevadaEnsign Sonoma LLCNorthern Pioneer Healthcare, Inc.NevadaEnsign Whittier East LLCThe Flagstone Group, Inc.NevadaEnsign Whittier West LLCThe Flagstone Group, Inc.NevadaEnsign Willits LLCNorthern Pioneer Healthcare, Inc.NevadaEureka Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaFinding Home Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaFinding Home Healthcare, Inc.CornerstoneNevadaForrest Hill Healthcare, Inc.Keystone Care LLCNevadaFossil Creek Healthcare, Inc.Keystone Care LLCNevadaGate Three Healthcare LLCThe Flagstone Group, Inc.NevadaGateway Gilbert Holdings LLCSHELFNevadaGateway Healthcare, Inc.The Ensign Group, Inc.NevadaGEM Healthcare, Inc.Pennant Healthcare, Inc.NevadaGetzendaner Healthcare, Inc.Keystone Care LLCNevadaGlendale Healthcare Associates LLCBandera Healthcare, Inc.NevadaGO Assisted, Inc.Bridgestone Living LLCNevadaGold Standard Resources, Inc.GS Transportation Investments, Inc.NevadaGolden Oaks Healthcare, Inc.Gateway Healthcare, Inc.NevadaGood Hope Healthcare, Inc.Gateway Healthcare, Inc.NevadaGraceland Senior Living, Inc.Bridegstone Living LLCNevadaGrand Villa PHX, Inc.Keystone Care LLCNevadaGranite Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaGranite Hills Senior Living, Inc.Bridgestone Living LLCNevadaGrassland Healthcare and Rehabilitation, Inc.Keystone Care LLCNevadaGreat Plains Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaGreen Bay Health Holdings LLCThe Ensign Group, Inc.NevadaGreen Bay Senior Living, Inc.Bridgestone Living LLCNevadaGS Transportation Investments, Inc.The Ensign Group, Inc.NevadaGypsum Creek Healthcare, Inc.Gateway Healthcare, Inc.NevadaH.O.M. E. FoundationThe Ensign Group, Inc.NevadaHarlingen Healthcare, Inc.Keystone Care LLCNevadaHarmony Health Holdings LLCThe Ensign Group, Inc.NevadaHarrison Health Holdings LLCThe Ensign Group, Inc.NevadaHB Healthcare Associates LLCThe Flagstone Group, Inc.NevadaHeartland Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaHeartwood Home Health and Hospice, Inc.SHELFNevadaHighland Healthcare LLCBandera Healthcare, Inc.NevadaHigley Healthcare, Inc.Bandera Healthcare, Inc.NevadaHomedale Healthcare, Inc.Pennant Healthcare, Inc.NevadaHopewell Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaHoquiam Healthcare, Inc.Pennant Healthcare, Inc.NevadaHorizon Healthcare, Inc.SHELFNevadaHub City Healthcare, Inc.Keystone Care LLCNevadaHueneme Healthcare, Inc.Milestone Healthcare LLCNevadaHutchins Healthcare, Inc.Keystone Care LLCNevadaICare Private Duty, Inc.Cornerstone Healthcare, Inc.NevadaImmediate Clinic Healthcare, Inc.Immediate Clinic, Inc.NevadaImmediate Clinic Seattle, Inc.Immediate Clinic Seattle, Inc.NevadaIndian Hills Healthcare, Inc.Gateway Healthcare, Inc.NevadaIron Horse Healthcare, Inc.Gateway Healthcare, Inc.NevadaJack Finney Healthcare, Inc.Keystone Care LLCNevadaJARR Transportation Group Inc.Capstone Transportation Investments, Inc.ArizonaJefferson Healthcare, Inc.The Flagstone Group, Inc.NevadaJordan Health Associates, Inc.Milestone Healthcare LLCNevadaJoshua Tree Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaJRT Healthcare, Inc.Pennant Healthcare, Inc.NevadaKenosha Health Holdings LLCThe Ensign Group, Inc.NevadaKenosha Senior Living, Inc.Bridgestone Living LLCNevadaKettle Creek Health Holdings LLCThe Ensign Group, Inc.NevadaKeystone Care LLCThe Ensign Group, Inc.NevadaKeystone Hospice Care, Inc.Cornerstone Healthcare, Inc.NevadaKingwood Health Holdings LLCThe Ensign Group, Inc.NevadaKlement Healthcare, Inc.Keystone Care LLCNevadaKnight Health Holdings LLCThe Ensign Group, Inc.NevadaLa Jolla Skilled, Inc.The Flagstone Group, Inc.NevadaLaguna Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaLake Cassidy Health Holdings LLCThe Ensign Group, Inc.NevadaLake Pleasant Healthcare, Inc.Bandera Healthcare, Inc.NevadaLakewood Healthcare, Inc.Endura Healthcare, Inc.NevadaLayton Health Holdings LLCThe Ensign Group, Inc.NevadaLegend Lake Health Holdings LLCThe Ensign Group, Inc.NevadaLemon Grove Health Associates LLCThe Flagstone Group, Inc.NevadaLilly Road Health Holdings LLCThe Ensign Group, Inc.NevadaLincoln Heights Health Holdings LLCThe Ensign Group, Inc.NevadaLindahl Healthcare, Inc.Gateway Healthcare, Inc.NevadaLittle Blue Health Holdings LLCThe Ensign Group, Inc.NevadaLivingston Care Associates, Inc.Keystone Care LLCNevadaLone Peak Healthcare, Inc.Milestone Healthcare LLCNevadaLowell Healthcare, Inc.Endura Healthcare, Inc.NevadaLynnwood Health Services, Inc.Pennant Healthcare, Inc.NevadaMadison Health Holdings LLCThe Ensign Group, Inc.NevadaMadison Pointe Health Holdings LLCThe Ensign Group, Inc.NevadaMadison Senior Living, Inc.Bridgestone Living LLCNevadaMagic Valley Senior Living, Inc.Bridgestone Living LLCNevadaManitowoc Health Holdings LLCThe Ensign Group, Inc.NevadaManitowoc Senior Living, Inc.Bridgestone Living LLCNevadaManor Park Healthcare LLCPennant Healthcare, Inc.NevadaMaple Hills Healthcare, Inc.Gateway Healthcare, Inc.NevadaMarian Healthcare LLCGateway Healthcare, Inc.NevadaMarion Health Associates, Inc.Bridgestone Living LLCNevadaMarket Bayou Healthcare, Inc.Keystone Care LLCNevadaMcAllen Care Associates, Inc.Keystone Care LLCNevadaMcAllen Community Healthcare, Inc.Keystone Care LLCNevadaMcFarland Health Holdings LLCThe Ensign Group, Inc.NevadaMcFarland Senior Living, Inc.Bridgestone Living LLCNevadaMcPhearson Health Holdings LLCThe Ensign Group, Inc.NevadaMedical Transportation Company of Arizona LLCCapstone Transportation Investments, Inc.NevadaMedical Transportation Company of Tucson LLCCapstone Transportation Investments, Inc.NevadaMenomonee Health Holdings LLCThe Ensign Group, Inc.NevadaMesa Grande Senior Living, Inc.Bridgestone Living LLCNevadaMilestone Healthcare LLC (doing business in Utah as MilestonePost Acute Healthcare, Inc.)Milestone Healthcare LLCNevadaMission Trails Healthcare, Inc.The Flagstone Group, Inc.NevadaMisty Willow Healthcare, Inc.Keystone Care LLCNevadaMogollon Healthcare, Inc.SHELFNevadaMohave Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaMonroe Healthcare, Inc.Gateway Healthcare, Inc.NevadaMontebella Health Holdings LLCThe Ensign Group, Inc.NevadaMoss Bay Senior Living, Inc.Bridgestone Living LLCNevadaMountain View Retirement, Inc.Bridgestone Living LLCNevadaMountain Vista Senior Living, Inc.Bridgestone Living LLCNevadaMurray Healthcare, Inc.Milestone Healthcare LLCNevadaNautilus Healthcare, Inc.The Flagstone Group, Inc.NevadaNB Brown Rock Healthcare, Inc.Keystone Care LLCNevadaNew Braunfels Healthcare, Inc.Keystone Care LLCNevadaNobel Health Properties LLCThe Ensign Group, Inc.NevadaNordic Valley Health Holdings LLCThe Ensign Group, Inc.NevadaNorth Mountain Healthcare LLCBandera Healthcare, Inc.NevadaNorthern Oaks Healthcare, Inc.Keystone Care LLCNevadaNorthern Pioneer Healthcare, Inc.The Ensign Group, Inc.NevadaOak Point Healthcare, Inc.Keystone Care LLCNevadaOceano Senior Living, Inc.Bridgestone Living LLCNevadaOceanside Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaOceanview Healthcare, Inc.Keystone Care LLCNevadaOcotillo Healthcare, Inc.Bandera Healthcare, Inc.NevadaOlympus Health, Inc.Milestone Healthcare LLCNevadaPalo Duro Healthcare, Inc.Keystone Care LLCNevadaPanorama Health Holdings LLCGateway Healthcare, Inc.NevadaParagon Healthcare, Inc.Paragon Healthcare, Inc.NevadaPark Waverly Healthcare LLCBandera Healthcare, Inc.NevadaParkside Healthcare, Inc.The Flagstone Group, Inc.NevadaPennant Healthcare, Inc.The Ensign Group, Inc.NevadaPermunitum LLCThe Ensign Group, Inc.NevadaPikes Peak Healthcare, Inc.The Ensign Group, Inc.NevadaPineridge Healthcare, Inc.The Flagstone Group, Inc.NevadaPiney Lufkin Healthcare, Inc.Keystone Care LLCNevadaPMD Investments, LLCThe Ensign Group, Inc.NevadaPMDCA, LLCThe Ensign Group, Inc.NevadaPMDLAB, LLCBakorp L.L.C.NevadaPMDTC, LLCBakorp L.L.C.NevadaPocatello Health Services, Inc.Pennant Healthcare, Inc.NevadaPointe Meadow Healthcare, Inc.Milestone Healthcare LLCNevadaPomerado Ranch Healthcare LLCKeystone Care LLCNevadaPonderosa Health Holdings LLCThe Ensign Group, Inc.NevadaPortside Healthcare, Inc.The Flagstone Group, Inc.NevadaPrairie Creek Healthcare, Inc.Gateway Healthcare, Inc.NevadaPrairie Ridge Health Holdings LLCThe Ensign Group, Inc.NevadaPresidio Health Associates LLCBandera Healthcare, Inc.NevadaPrice Healthcare, Inc.Milestone Healthcare LLCNevadaProspect Senior Living, Inc.Bridgestone Living LLCNevadaProspector Park Health Holdings LLCThe Ensign Group, Inc.NevadaPurple Horse PubCo, Inc.Gateway Healthcare, Inc.KansasQuail Creek Health Holdings LLCThe Ensign Group, Inc.NevadaQueenston Healthcare, Inc.Keystone Care LLCNevadaRacine Health Holdings LLCThe Ensign Group, Inc.NevadaRacine Senior Living, Inc.Bridgestone Living LLCNevadaRadiant Hills Health Associates LLCBandera Healthcare, Inc.NevadaRaintree Grove Healthcare, Inc.Milestone Healthcare LLCNevadaRamon Healthcare Associates, Inc.Touchstone Care, Inc.NevadaRandolph Healthcare, Inc.Gateway Healthcare, Inc.NevadaRed Cliffs Healthcare, Inc.Milestone Healthcare LLCNevadaRed Rock Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaRedbrook Healthcare Associates LLCTouchstone Care, Inc.NevadaRenewCare of Scottsdale, Inc.Bandera Healthcare, Inc.NevadaRichmond Senior Services, Inc.Keystone Care LLCNevadaRio Mesa Health Holdings LLCThe Ensign Group, Inc.NevadaRiverside Healthcare, Inc.Gateway Healthcare, Inc.NevadaRiverview Healthcare, Inc.Milestone Healthcare LLCNevadaRiverview Village Health Holdings LLCThe Ensign Group, Inc.NevadaRiverview Village Senior Living, Inc.Bridgestone Living LLCNevadaRiverwalk Healthcare, Inc.Keystone Care LLCNevadaRiverwalk Healthcare, Inc.Keystone Care LLCNevadaRock Canyon Healthcare, Inc.Endura Healthcare, Inc.NevadaRock Hill Healthcare, Inc.Hopewell Healthcare, Inc.NevadaRose Park Healthcare Associates, Inc.The Flagstone Group, Inc.NevadaRosemead Health Holdings LLCThe Ensign Group, Inc.NevadaRosenburg Senior Living, Inc.Bridgestone Living LLCNevadaRuby Reds PubCo, Inc.Gateway Healthcare, Inc.KansasSaguaro Senior Living, Inc.Bridgestone Living LLCNevadaSalado Creek Senior Care, Inc.Keystone Care LLCNevadaSan Gabriel Senior Living, Inc.Bridgestone Living. Inc.NevadaSand Hollow Healthcare, Inc.Milestone Healthcare LLCNevadaSavoy Healthcare, Inc.Keystone Care LLCNevadaSawtooth Healthcare, Inc.Pennant Healthcare, Inc.NevadaScandinavian Court Health Holdings LLCThe Ensign Group, Inc.NevadaSedgewood Health Holdings LLCThe Ensign Group, Inc.NevadaSentinel Peak Healthcare, IncBandera Healthcare, Inc.NevadaSheboygan Health Holdings LLCThe Ensign Group, Inc.NevadaSheboygen Senior Living, Inc.Bridgestone Living LLCNevadaSherman Health Holdings LLCThe Ensign Group, Inc.NevadaSherwood Health Holdings LLCThe Ensign Group, IncNevadaShoshone Health Holdings LLCThe Ensign Group, Inc.NevadaSienna Sunset Healthcare, Inc.Keystone Care LLCNevadaSilver Lake Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaSouth Bay Health Holdings LLCThe Ensign Group, Inc.NevadaSouth Bay Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaSouth C Health Holdings LLCThe Ensign Group, Inc.NevadaSouth Plains Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaSouth Valley Healthcare, Inc.Milestone Healthcare LLCNevadaSouthern Charm Healthcare, Inc.Hopewell Healthcare, Inc.NevadaSouthern Oaks Healthcare, Inc.Keystone Care LLCNevadaSouthland Management LLCThe Flagstone Group, Inc.NevadaSouthside Healthcare, Inc.Gateway Healthcare, Inc.NevadaSpokane Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaSpring Creek Healthcare, Inc.Keystone Care LLCNevadaSpring Valley Assisted Living, Inc.Bridgestone Living LLCNevadaStandardbearer Insurance Company, Ltd.Standardbearer Insurance Company, Ltd.NevadaStanton Lake Healthcare, Inc.Gateway Healthcare, Inc.NevadaStevens Point Health Holdings LLCThe Ensign Group, Inc.NevadaStevens Point Senior Living, Inc.Bridgestone Living LLCNevadaStockyards Healthcare, Inc.Keystone Care LLCNevadaStonebridge Healthcare, IncCornerstone Healthcare, Inc.NevadaStoney Hill Healthcare, Inc.Hopewell Healthcare, Inc.NevadaStoughton Health Holdings LLCThe Ensign Group, Inc.NevadaStoughton Senior Living, Inc.Bridgestone Living LLCNevadaSuccessor Healthcare LLCMilestone Healthcare LLCNevadaSummit Healthcare, Inc.The Ensign Group, Inc.NevadaSunland Health Associates LLCBandera Healthcare, Inc.NevadaSunny Acres Health Holdings LLCThe Ensign Group, Inc.NevadaSunny Acres Healthcare, Inc.Endura Healthcare, Inc.NevadaSycamore Senior Living, Inc.Bridgestone Living LLCNevadaSymbol Healthcare, Inc.Paragon Healthcare, Inc.NevadaTelemus Telemachus PubCo, Inc.Keystone Care LLCNevadaTenth East Holdings LLCThe Ensign Group, Inc.NevadaTerrace Court Health Holdings LLCThe Ensign Group, Inc.NevadaTerrace Court Senior Living, Inc.Bridgestone Living LLCNevadaTeton Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaThe Ensign Group, Inc.The Ensign Group, Inc.DelawareThe Flagstone Group, Inc.The Ensign Group, Inc.NevadaThomas Road Senior Housing, Inc.Bridgestone Living LLCNevadaThunderbird Health Holdings LLCThe Ensign Group, Inc.NevadaTimpanogos Home Care and Hospice, Inc.SHELFNevadaTop City Healthcare, Inc.Gateway Healthcare, Inc.NevadaTortolita Healthcare, IncBandera Healthcare, Inc.NevadaTouchstone Care, Inc.The Ensign Group, Inc.NevadaTowers Park Health Holdings LLCThe Ensign Group, Inc.NevadaTowers Park Healthcare, Inc.Keystone Care LLCNevadaTown East Healthcare, Inc.Keystone Care LLCNevadaTown Square Healthcare, Inc.Keystone Care LLCNevadaTradewind Healthcare, Inc.Keystone Care LLCNevadaTreasure Valley Senior Living, Inc.Bridgestone Living LLCNevadaTreaty Healthcare, Inc.Keystone Care LLCNevadaTree City Healthcare, Inc.Keystone Care LLCNevadaTwo Rivers Health Holdings LLCThe Ensign Group, Inc.NevadaTwo Rivers Senior Living, Inc.Bridgestone Living LLCNevadaTwo Trails Healthcare, Inc.,Gateway Healthcare, Inc.NevadaUnion Hill Healthcare, Inc.Pennant Healthcare, Inc.NevadaUpland Community Care, Inc.Touchstone Care, Inc.NevadaValley View Health Services, Inc.Pennant Healthcare, Inc.NevadaVesper Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaVictoria Ventura Assisted Living Community, Inc.Bridgestone Living LLCNevadaVictoria Ventura Healthcare LLCTouchstone Care, Inc.NevadaVictory Medical Transportation, Inc.Capstone Transportation Investments, Inc.NevadaVictory Medical Transportation, Inc.Capstone Transportation Investments, Inc.NevadaViewpoint Healthcare, Inc.Bandera Healthcare, Inc.NevadaVirgin River Healthcare, Inc.Cornerstone Healthcare, Inc.NevadaVista Woods Health Associates LLCThe Flagstone Group, Inc.NevadaW. Forman PubCo, Inc.Keystone Care LLCNevadaWallsville Healthcare, Inc.Keystone Care LLCNevadaWalnut Grove CampusCare LLCSHELFNevadaWashington Heights Healthcare, Inc.Milestone Healthcare LLCNevadaWatson Woods Healthcare, Inc.Bandera Healthcare, Inc.NevadaWellington Healthcare, Inc.Keystone Care LLCNevadaWest Escondido Healthcare LLCThe Flagstone Group, Inc.NevadaWest Owyhee Health Holdings LLCThe Ensign Group, Inc.NevadaWildcreek Healthcare, Inc.Pennant Healthcare, Inc.NevadaWildwood Healthcare, Inc.Pennant Healthcare, Inc.NevadaWillow Creek Senior Living, Inc.Bridgestone Living LLCNevadaWindsor Lake Healthcare, Inc.Bridgestone Living LLCNevadaWisconsin Rapids Health Holdings LLCThe Ensign Group, Inc.NevadaWisconsin Rapids Senior Living, Inc.Bridgestone Living LLCNevadaWolf River Healthcare, Inc.Gateway Healthcare, Inc.NevadaWood Bayou Healthcare, Inc.Keystone Care LLCNevadaWoodard Creek Healthcare, Inc.Pennant Healthcare, Inc.NevadaWoodway Healthcare, Inc.Keystone Care LLCNevadaYellow Bricks PubCo, Inc.Gateway Healthcare, Inc.KansasYellow Rose Health Holdings LLCThe Ensign Group, Inc.NevadaYosemite Healthcare, Inc.SHELFNevadaYoungtown Health, Inc.Bandera Healthcare, Inc.NevadaYucca Flats Health Holdings LLCThe Ensign Group, Inc.NevadaZebulon Pike PubCo, Inc.Endura Healthcare, Inc.ColoradoZion Healthcare, Inc.Milestone Healthcare LLCNevadaEXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-148379, No. 333-157757, No. 333-172380, No. 333-190552, No. 333-197917, and333-209508 on Form S-8 and No. 333-197426 on Form S-3 of our reports dated February 8, 2017, relating to the consolidated financial statements and financialstatement schedule of The Ensign Group, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting,appearing in this Annual Report on Form 10-K of The Ensign Group, Inc. for the year ended December 31, 2016./s/ DELOITTE & TOUCHE LLPCosta Mesa, CaliforniaFebruary 8, 2017EXHIBIT 31.1I, Christopher R. Christensen, certify that:1.I have reviewed this Annual Report on Form 10-K of The Ensign Group, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reportingpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.Date: February 8, 2017 /s/ Christopher R. Christensen Name: Christopher R. Christensen Title: Chief Executive Officer EXHIBIT 31.2I, Suzanne D. Snapper, certify that:1.I have reviewed this Annual Report on Form 10-K of The Ensign Group, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reportingpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.Date: February 8, 2017 /s/ Suzanne D. Snapper Name: Suzanne D. Snapper Title: Chief Financial Officer EXHIBIT 32.1 CERTIFICATION PURSUANT TO18 U.S.C. §1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of The Ensign Group, Inc. (the Company) on Form 10-K for the period ended December 31, 2016, as filed with theSecurities and Exchange Commission on the date hereof (the Report), I, Christopher R. Christensen, Chief Executive Officer of the Company, certify, pursuant to18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Christopher R. Christensen Name: Christopher R. Christensen Title: Chief Executive Officer February 8, 2017 A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.EXHIBIT 32.2CERTIFICATION PURSUANT TO18 U.S.C. §1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of The Ensign Group, Inc. (the Company) on Form 10-K for the period ended December 31, 2016, as filed with theSecurities and Exchange Commission on the date hereof (the Report), I, Suzanne D. Snapper, Chief Financial Officer of the Company, certify, pursuant to 18U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Suzanne D. Snapper Name: Suzanne D. Snapper Title: Chief Financial Officer February 8, 2017 A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.

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