0001125376-17-000013.txt : 20170208 0001125376-17-000013.hdr.sgml : 20170208 20170208160510 ACCESSION NUMBER: 0001125376-17-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 129 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170208 DATE AS OF CHANGE: 20170208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSIGN GROUP, INC CENTRAL INDEX KEY: 0001125376 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330861263 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33757 FILM NUMBER: 17582552 BUSINESS ADDRESS: STREET 1: 27101 PUERTA REAL, SUITE 450 CITY: MISSION VIEJO STATE: CA ZIP: 92691 BUSINESS PHONE: (949) 487-9500 MAIL ADDRESS: STREET 1: 27101 PUERTA REAL, SUITE 450 CITY: MISSION VIEJO STATE: CA ZIP: 92691 FORMER COMPANY: FORMER CONFORMED NAME: ENSIGN GROUP INC DATE OF NAME CHANGE: 20000930 10-K 1 ensg1231201610k.htm 10-K Document

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2016.
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from                      to                     .
Commission file number: 001-33757
__________________________
THE ENSIGN GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
33-0861263
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
27101 Puerta Real, Suite 450
Mission 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 Registered
Common Stock, par value $0.001 per share
 
NASDAQ Global Select Market
 
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   x Yes     o No
Indicate 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 No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate 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 the registrant'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.  o
Indicate 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 x
Accelerated filer o
Non-accelerated filer o
Smaller 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 No

The 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 day of 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 of the 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 Stockholders to 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-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
TABLE OF CONTENTS
 
PART I.
 
 
 
 
 
 
 
 
 
PART II.
 
 
 
 
 
 
 
 
 
 
 
PART III.
 
 
 
 
 
 
 
 
PART IV.
 
 
 
 
 
 
 
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 STATEMENTS

 
This Annual Report on Form 10-K contains forward-looking statements, which include, but are not limited to our expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities and plans and objectives of management. 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. These statements are subject to the safe harbors created under the Securities Act of 1933 (Security Act) and the Securities Exchange Act of 1934 (Exchange Act). These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are listed under the section “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 of future events. These forward-looking statements speak only as of the date of this Annual Report, and are based on our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. We undertake no obligation 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 consolidated subsidiaries. All of our operating subsidiaries, the Service Center (defined below) and our wholly-owned captive insurance subsidiary (the Captive) are operated by separate, 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 construed as 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 independent subsidiaries, collectively referred to as the Service Center, provide centralized accounting, payroll, human resources, information technology, legal, risk management 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 and professional 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 telephone number is (949) 487-9500. Our corporate website is located at www.ensigngroup.net. The information contained in, or that can be accessed through, our website does not constitute a part of this Annual Report.

 
EnsignTM 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.        Business
Company Overview
    
We, through our operating subsidiaries, are a provider of healthcare 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 be the 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 facilities across 13 states. Our home health and hospice business provides home health, hospice and home care services from 39 agencies 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, is unique within the healthcare services industry. Each of our operations is led by highly dedicated individuals who are responsible for key operational decisions at their operations. Leaders and staff are trained and motivated to pursue superior clinical outcomes, high patient and family satisfaction, operating efficiencies and financial performance at their operations.

3



We encourage and empower our leaders and staff to make their operation the “operation of choice” in the community it serves. This means that our leaders and staff are generally authorized to discern and address the unique needs and priorities of healthcare professionals, customers and other stakeholders in the local community or market, and then work to create a superior service offering for, and reputation in, that particular community or market. We believe that our localized approach encourages prospective customers and referral sources to choose or recommend the operation. In addition, our leaders are enabled and motivated to share real-time operating data and otherwise benchmark clinical and operational performance against their peers in order to improve clinical care, enhance patient satisfaction 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 largely dependent upon our ability to build strong relationships with key stakeholders from the local healthcare community, based upon a solid foundation of reliably superior care. Accordingly, our brand strategy is focused on encouraging the leaders and staff of each operation to focus on clinical excellence, and promote their operation 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 care operations and transforming them into market leaders in clinical quality, staff competency, employee loyalty and financial performance. We have also invested in new 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 History

 
Our company was formed in 1999 with the goal of establishing a new level of quality care within the skilled nursing industry. The name “Ensign” is synonymous 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 through our 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 for quality 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 structure and attract additional qualified leadership talent, and to identify, acquire, and improve operations at a generally faster rate. Each of our portfolio companies has its own president. These presidents, who are experienced and proven leaders that are generally taken from the ranks of operational CEOs, serve as leadership resources within their own portfolio companies, and have the primary responsibility for recruiting qualified talent, finding potential acquisition targets, and identifying other internal and external growth opportunities. We believe this organizational structure has improved the quality of our recruiting and will continue to facilitate successful acquisitions.

Beginning in the fourth quarter of 2016, we realigned our operating segments to more closely correlate with our service
offerings, which coincide with the way that we measure performance and allocate resources. We have three reportable 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, which includes our home health, home care and hospice businesses. Our Chief Executive Officer, 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 urgent care centers, mobile diagnostics and other ancillary operations. Our urgent care centers, mobile diagnostics and other ancillary operations businesses are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. Our reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of our assisted and independent living services led us

4


to separate our assisted and independent living services into a distinct reportable segment in the fourth quarter of 2016. Previously, we had two reportable segments, 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 with the current year segment presentation. For more information about our operating segments, as well as financial information, see Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 7, Business Segments of the Notes to Consolidated Financial Statements.
Recent Events
In 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 is included in operating income. In accordance with the authoritative guidance for discontinued operations, neither transaction meets the criteria of a discontinued operation 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 supports our 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 million revolving 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 may repurchase 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 million shares 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 first quarter of 2016 in order to preserve the overall ability to serve the residents in surrounding counties. The operation represented approximately 0.5% of our revenue and 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 other provisions 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 rent expense 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 agreements with CareTrust REIT, Inc. (collectively, the Master Leases). We recorded a continued obligation liability under the lease and related closing expenses of $7.9 million, including the present value of rental payments of approximately $6.5 million, which was recognized in the first quarter of 2016. Residents of the affected facility 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 was scheduled to expire on May 31, 2031.
Segments

Transitional and Skilled Services

As 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 Services

We provide assisted and independent living services at 61 operations, of which 21 are located on the same site location as our skilled nursing care operations. 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, housekeeping and 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 skilled nursing operation. Our independent living units are non-licensed independent living apartments in which residents are independent and

5


require 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 or other state-specific programs. During the year ended December 31, 2016, approximately 78.6% of our assisted and independent living revenue was derived from private pay sources.

Home Health and Hospice Services

Home Health

As of December 31, 2016, we provided home health care services in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington. Our home health care services generally consist of providing some combination of nursing, speech, occupational and physical therapists, medical social workers and certified 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 to receive quality medical care in the comfort and convenience of a familiar setting. We derive the majority of our home health revenue from Medicare and managed care organizations. During the year ended December 31, 2016, approximately 53.7% of our home health revenue were derived from Medicare.

Hospice

As of December 31, 2016, we provided hospice care services in Arizona, California, Colorado, Idaho, Iowa, Oregon, Texas, Utah and Washington. Hospice services 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, approximately 86.7% of our hospice revenue was derived from Medicare.

Other

We have historically operated urgent care clinics in Colorado and Washington. Our urgent care centers provided daily access to healthcare for minor injuries and illnesses, including x-ray and lab services, all from convenient neighborhood locations with no appointments. In 2016, we completed the sale of our urgent care centers for an aggregate purchase price of $41.5 million. As of December 31, 2016, we held a majority membership interest of mobile ancillary operations located in Arizona, California, Colorado, Idaho and Utah. We have invested in and are exploring new business lines that are complementary to our existing transitional and skilled 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 date these businesses are not meaningful contributors to our operating results.

Growth

We have an established track record of successful acquisitions. Much of our historical growth can be attributed to our expertise in acquiring real estate or leasing 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 and financially. In years where pricing has been high, we have focused on the integration and improvement of our existing operating subsidiaries while limiting our acquisitions 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 units to 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, one post-acute care campus, two home health agencies and five hospice agencies. In addition, we opened six newly constructed post-acute care campuses and we have invested 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 living operations
57

 
61

 
63

 
77

 
82

 
102

 
108

 
119

(1)
136

(1)
186

(2
)
210

 
Cumulative number of operational skilled nursing beds
5,984

 
6,436

 
6,635

 
8,250

 
8,548

 
9,787

 
10,215

 
10,949

 
12,379

 
14,925

 
17,724

 
Cumulative number of assisted living and independent living units
426

 
578

 
578

 
578

 
791

 
1,509

 
1,677

 
1,968

(1)
2,285

(1)
4,298

(2
)
4,450

 
Number of home health, hospice and home 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 Company separated 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 closed facility.
(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 company with 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 the target market to find talent and connect with other providers, regulators and the healthcare community in that market, with the goal of ultimately acquiring facilities and establishing an operating platform for future growth. In addition, this program was expanded to broaden our reach to other lines of business closely related to the skilled nursing industry through our New Ventures program. For example, we entered into home health as part of this program. The New Ventures program encourages facility CEOs to evaluate service offerings with the goal of establishing an operating platform in new markets. We believe that this program will not only continue to drive growth, but will also provide a valuable training ground for our next generation of leaders, who will have experienced the challenges of growing and operating a new business.
Acquisition History

The 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
 
Total
Number of facilities
Skilled nursing operations
39

 
41

 
21

 
2

 
12

 
7

 
9

 
5

 
7

 
1

 

 
4

 
1

 
149

Assisted and independent living operations
6

 
2

 
6

 
15

 
1

 
3

 
1

 
3

 
1

 

 

 

 
2

 
40

Campuses(1)
3

 
4

 
1

 

 
2

 
1

 

 
1

 
2

 
5

 
2

 

 

 
21

Number of operational beds/units
Operational skilled nursing bed
4,152


5,306


3,013


138


1,503


572


841


432


413


542


294


426


92

 
17,724

Assisted and independent living units
735


334


1,250


680


106


282


98


273


301


148


31




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. In addition, we acquired eighteen stand-alone skilled nursing facilities and one post-acute care campus through a combination of long-term leases and purchases. As part 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 for sixteen skilled nursing operations. We 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. We also have invested in new ancillary services that are complementary to our existing transitional and

7


skilled services; assisted and independent living services and home health and hospice businesses. The aggregate purchase price for these acquisitions for the year ended December 31, 2016 was $64.5 million. The expansion of the operations added 2,336 operational skilled nursing beds and ten assisted living units operated by 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 skilled nursing 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 previously operated 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 real estate. 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 Measures

In December 2008, the Centers for Medicare and Medicaid Services (CMS) introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare nursing homes more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating of between one and five stars 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's results will impact our rating until we have sufficient clinical measurements subsequent to the acquisition date. Generally we acquire facilities with a 1 or 2-Star rating 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 and quality outcomes are precursors to outstanding financial performance. The table below summarizes the improvements we have made in these quality measures since 2011:
 
As of December 31,
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
Cumulative number of skilled nursing facilities(1)
93

 
98

 
106

 
121

 
146

 
170

4 and 5-Star Quality Rated skilled nursing facilities
38

 
45

 
60

 
77

 
72

 
86

Percentage of 4 and 5-Star Quality Rated skilled nursing facilities
40.9
%
 
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 for nursing 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 Quality Ratings, including the rate of hospitalization, emergency room use, community discharge, improvements in function, independently worsened and anxiety or hypnotic medication among nursing home residents. Since the revised standards for performance are more difficult to achieve, many nursing homes experienced a lower 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 not appropriate 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 skilled nursing 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. In 2016, we acquired and opened 25 skilled nursing facilities compared to 25 and 15 in 2015 and 2014, respectively.
Industry Trends
The 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 led to 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, often faster than the available funding from government-sponsored healthcare programs. In

8


response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients in more cost-effective settings such as skilled nursing facilities, for which the staffing requirements and associated costs are often significantly lower than acute care hospitals, inpatient rehabilitation facilities and other post-acute care settings. As a result, skilled nursing facilities are generally serving a larger population of higher-acuity patients than in the past.
Significant Acquisition and Consolidation Opportunities. The skilled nursing industry is large and highly fragmented, characterized predominantly by numerous 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 the supply and demand balance in the skilled nursing industry will continue to improve due to the shift of patient care to lower cost settings, an aging population 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 seniors account for a higher percentage of the total U.S. population, we believe the overall demand for skilled nursing services will increase. At present, the primary market demographic for skilled nursing services is primarily individuals age 75 and older. According to the 2010 U.S. Census, there were over 40 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 growing segments 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 care by changing reimbursement for health care services to hold providers accountable for the cost and quality of care provided.  Medicare and many commercial third party payors are implementing Accountable Care Organization (ACO) models in which groups of providers share in the benefit and risk of providing care to an assigned group of individuals.  Other reimbursement methodology reforms include value-based purchasing, in which a portion of provider reimbursement is redistributed based on relative performance on designated economic, clinical quality, and patient satisfaction metrics.  In addition, CMS is implementing demonstration and mandatory programs to bundle acute care and post-acute care reimbursement to hold providers accountable 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 through alternative 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 increasing among 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 family size, and the increased number of two-wage earner couples, more seniors are looking for alternatives outside the family for their care.
Effects of Changing Prices
Medicare reimbursement rates and procedures are subject to change from time to time, which could materially impact our revenue. Medicare reimburses our skilled nursing operations under a PPS for certain inpatient covered services. Under the PPS, facilities are paid a predetermined amount per patient, per day, based on 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 is based 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 Medicare revenues could be reduced and/or our costs to provide those services could increase, with a corresponding adverse impact on our financial condition or results of operations.
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 her service 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) a low 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 another provider 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 whether the 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.

9


Various healthcare reform provisions became law upon enactment of the Patient Protection and Affordable Care Act and the Healthcare Education and Reconciliation Act (collectively, the ACA). The reforms contained in the ACA have affected our operating subsidiaries in some manner and are directed in large part at increased quality and cost reductions. Several of the reforms are very significant and could ultimately change the nature of our services, the methods of payment for our services and the underlying regulatory environment. These reforms include the possible modifications to the conditions of qualification for payment, bundling of payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. 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 effort to respond to the changing regulatory 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 to improve quality of life, care and services in LTC facilities, optimize resident safety, reflect current professional standards and improve the logical flow of the regulations. The regulations are effective November 28, 2016 and will be implemented in three phases. The first phase is effective November 28, 2016, the second phase 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 against their professional license by a state licensure body as a result of a finding of abuse, neglect, mistreatment of residents or misappropriation of their property;
document a transfer or discharge in the medical record and exchange certain information to a receiving provider or facility when a resident is transferred;
develop and implement a baseline care plan for each resident within 48 hours of their admission that includes instructions to provide effective and 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 in subsequent years. However, these amounts vary per organization. In addition to the monetary costs, these regulations may create compliance issues, as state regulators 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

10


facilities for individuals with intellectual disabilities (ICF/IIDs). The rule is designed to ensure providers and suppliers have comprehensive and integrated emergency policies and procedures in place, in particular during natural and man-made disasters. Under the rule, facilities are required to 1) document risk assessment and emergency planning; 2) develop and implement policies and procedures 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 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 inpatient hospital 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 adjusted potentially preventable hospital readmission measure. This measure assesses the facility-level risk-standardized rate of unplanned, potentially preventable hospital readmissions for SNF patients within 30 days of discharge from a prior admission to an IPPS hospital, CAH, or psychiatric hospital. Hospital readmissions include readmissions 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 specified under the SNF Value Based Purchasing Program (SNF VBP) will be the 25th percentile of national SNF performance on the quality measure during the applicable baseline 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) episode of care, and modifications to the existing Comprehensive Care for Joint Replacement (CJR) model to include surgical hip/femur fracture treatment episodes. The new mandatory cardiac programs mirror the Bundled Payments for Care Improvement (BPCI) and Comprehensive Care for Joint Replacement (CJR) models in that actual episode payments will be retrospectively compared against a target price. Similar to CJR, participating hospitals will be at risk for Medicare Part A and B 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 the new cardiac bundled payment program. The cardiac model will be mandatory in 98 randomly selected geographic areas and the hip/femur procedure model will be mandatory in the same 67 geographic areas that were selected for CJR. CMS is also providing “Cardiac Rehabilitation Incentive Payments”, which can be used by hospitals to facilitate cardiac rehabilitation plans and adherence. The incentive will be provided to hospitals in 45 of the 98 geographic areas included in the mandatory 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 five performance 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, the hospital 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 repay Medicare 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 to make sure beneficiaries receive the coordinated care they need with the goal of reducing avoidable hospitalizations and complications. This model initially covers 67 geographic areas throughout the country and most hospitals in those regions are required to participate.  Following the implementation of the CJR program on April 1, 2016, our Medicare revenues derived from our affiliated skilled nursing facilities and other post-acute services related to lower extremity joint replacement hospital discharges could be increased or decreased in those geographic areas identified by CMS for mandatory participation in the bundled payment program.

Skilled Nursing

CMS Payment Rules. On July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates and quality programs for skilled nursing facilities. The policies in the finalized rule continue to shift Medicare payments from volume to value. CMS projects that aggregate payments to skilled nursing facilities 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-factor productivity (MFP) adjustment required by the Patient Protection and Affordable Care Act (ACA). This final rule also further defines the skilled nursing facilities Quality Reporting Program and clarifies the Value-Based Purchasing Program to establish performance standards, baseline and performance periods, performance scoring methodology and feedback reports.


11


The Value-Based Purchasing Program final rule specifies the skilled nursing facility 30-day potentially preventable readmission measure, which assesses the facility-level risk standardized rate of unplanned, potentially preventable hospital readmissions for skilled nursing facility patients within 30 days of discharge from a prior admission to a hospital paid under the Inpatient Prospective Payment System, a critical access hospital, or a psychiatric hospital. There is also finalized additional 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 in October 2017.

On July 30, 2015, CMS issued its final rule outlining fiscal year 2016 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregate payments 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 rule also 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 aggregate payments 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 a 2.5% 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 derived from our affiliated skilled nursing facilities (including rehabilitation therapy services provided at our affiliated skilled nursing facilities) could be reduced, with a corresponding adverse impact on our financial condition or results of operations.

Home Health

On January 12, 2017, CMS issued a final rule that modernizes the Home Health Conditions of Participation (CoPs). This rule is a continuation of CMS's effort to improve quality of care while streamlining provider requirements to reduce unnecessary procedural requirements. The rule makes significant revisions to the 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 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. Under this 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-day episode 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 health payment 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 Medicare payments 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% payment reduction 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 in payments 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-visit payment rates, and the non-routine medical supplies (NRS) conversion factor. Along with the payment update, CMS is revising the ICD-10-CM translation list and adding 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 current Medicare-certified HHA payments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Payment adjustments 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 the third payment adjustment year and 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 in Medicare payments to home health agencies across the industry.


12


Lastly, CMS implemented a standardized cross-setting measure for calendar year 2016. The CoPs require home health agencies to submit OASIS assessments as 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 discharge OASIS 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 will incrementally 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 Medicare payments 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 update percentage and the rebasing adjustments to the national, standardized 60-day episode payment rate, the national per-visit payment rates, and the 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 each 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 for Medicare-covered home 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 submission threshold for the number of OASIS assessments that each HHA must submit under the Home Health Quality Reporting Program and the Home Health Conditions of Participant for speech language pathologist personnel.

Hospice

On July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates, wage index and cap amount for hospices serving Medicare beneficiaries. 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 net result 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.  The hospice 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 2017 hospice payment update percentage of 2.1%. In addition, this rule would propose changes to the hospice quality reporting program, including care surveys and two new 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 patients who 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 Medicare beneficiaries.  Under the final rule, hospices will see an estimated 1.1% increase in their payments effective October 1, 2015.  The hospice payment increase would be 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 reductions required 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 for routine 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 days of 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 Medicare beneficiaries.  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 the net 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 by law) 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 final rule also states that CMS will begin national implementation of the CAHPS Hospice Survey starting January 1, 2015.  In the final rule, CMS requires providers to complete their hospice cap determination within 150 days after the cap period and remit any overpayments.  If a hospice does not complete its cap determination in a timely fashion, its Medicare payments would be suspended until the cap determination is complete and received by the contractor.  This is similar to the current practice 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 has established annual caps that limit the amounts that can be paid (including deductible and coinsurance amounts) for rehabilitation therapy services rendered to any Medicare 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 to develop a process that allows exceptions for Medicare beneficiaries to therapy caps when continued therapy is deemed medically necessary.


13


Annual limitations on beneficiary incurred expenses for outpatient therapy services under Medicare Part B are commonly referred to as “therapy caps.” All beneficiaries 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 toward the 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 therapy caps 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 Physician Fee 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 a threshold 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 services that 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 for manual medical review for services over the $3,700 therapy thresholds to eliminate the requirement for manual medical review of all claims exceeding the thresholds 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 end the Medicare coverage standard for skilled nursing, home health and outpatient therapy services that a beneficiary's condition must be expected to improve. The settlement was approved on January 24, 2013, which tasked CMS with revising its Medicare Benefit Manual and numerous other policies, guidelines and instructions to ensure that Medicare coverage is available for skilled maintenance services in the home health, skilled nursing and outpatient settings. CMS was also required to develop and implement a nationwide education campaign for all who make Medicare determinations to ensure that beneficiaries with chronic conditions are not denied coverage for critical services because their underlying conditions will not improve, after which the members of the class were given the opportunity for re-review of their claims. The major provisions of this settlement agreement have been implemented by CMS, which could favorably impact Medicare coverage reimbursement for our services. However, health care providers may be subject to liability in the event they fail to appropriately adapt to the newly 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 recent changes 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, financial condition and results of operations could be impacted by continued cost containment pressures on Medicaid spending,” “We may not be fully reimbursed for all services 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 state governments 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 the legislative process. We also cannot predict the extent to which proposals will be adopted or, if adopted and implemented, what effect, if any, such proposals and existing new legislation will have on us. Efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payors are expected to continue and could adversely affect our business, financial condition and results of operations.

Payor Sources

 
We derive revenue primarily from the Medicaid and Medicare programs, private pay patients and managed care payors. Medicaid typically covers patients that require standard room and board services, and provides reimbursement rates that are generally lower than rates earned from other sources. We monitor our quality 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 business units. 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 states and their political subdivisions, and often go by state-specific names, such as Medi-Cal in California and the Arizona Healthcare Cost Containment System in Arizona. Medicaid programs generally provide health benefits for

14


qualifying individuals, and may supplement Medicare benefits for financially needy persons aged 65 and older. Medicaid reimbursement formulas are established by each state with the approval of the federal government in accordance with federal guidelines. Seniors who enter skilled nursing facilities as private pay clients can 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 and maintain Medicare certification, a skilled nursing facility must sign a Medicare provider agreement and meet the CMS “Conditions of Participation” on an ongoing basis, 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 the medical condition of and care needed by the beneficiary. Medicare skilled nursing facility coverage is limited to 100 days per episode of illness for those beneficiaries 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 chronic conditions that require ongoing but intermittent care. As a condition of participation under Medicare, beneficiaries must be homebound (meaning that the beneficiary is unable to leave his/her home without a considerable and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services, 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’s condition, 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 limit to 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 six months 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 first two 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 hospice benefit. 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 annually through 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 1 through 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 are exceeded.

 
Managed Care and Private Insurance.  Managed care patients consist of individuals who are insured by certain third-party entities, typically a senior HMO plan, or who are Medicare beneficiaries who have assigned their Medicare benefits to a senior HMO plan. Another type of insurance, long-term care insurance, is also 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 services we provide.

 
Billing and Reimbursement.  Our revenue from government payors, including Medicare and state Medicaid agencies, is subject to retroactive adjustments in the form of claimed overpayments and underpayments based on rate adjustments, audits or asserted billing and reimbursement errors. We believe billing and reimbursement errors, disagreements, overpayments and underpayments are common in our industry, and we are regularly engaged with government payors and their contractors in reviews, audits and appeals of our claims for reimbursement due to the subjectivity inherent in the processes related to patient diagnosis and care, recordkeeping, claims processing and other aspects of the patient service and reimbursement processes, and the errors or disagreements those subjectivities can produce.

 
We take seriously our responsibility to act appropriately under applicable laws and regulations, including Medicare and Medicaid billing and reimbursement laws and regulations. Accordingly, we employ accounting, reimbursement and compliance specialists who train, mentor and assist our clerical, clinical and rehabilitation staffs in the preparation of claims and supporting documentation, regularly monitor billing and reimbursement practices within our operating subsidiaries, 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 reimbursement

15


processes, we investigate allegations of impropriety or irregularity relative thereto, and sometimes do so with the aid of outside auditors (other than our independent 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 or probe reviews, internal investigations, or our regular day-to-day monitoring and training activities, we collect and utilize such information to improve our billing and 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 with applicable Medicare and Medicaid reimbursement requirements. We continually strive to improve the efficiency and accuracy of all of our operational and business functions, 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 a percentage of total revenue for the periods indicated (dollars in thousands):
 
 
Year Ended December 31, 2016
 
 
 
Transitional and Skilled Services (2)
 
Assisted and Independent Living Services (2)
 
Home Health and Hospice Services
 
All Other
 
 
 
 
 
 
 
 
 
Home Health Services
 
Hospice Services
 
 
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 and Skilled Services (2)
 
Assisted and Independent Living Services (2)
 
Home Health and Hospice Services
 
All Other
 
 
 
 
 
 
 
 
 
Home Health Services
 
Hospice Services
 
 
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
 
 
Transitional and Skilled Services (2)
 
Assisted and Independent Living Services (2)
 
Home Health and Hospice Services
 
All Other
 
 
 
 
 
 
 
 
 
Home Health Services
 
Hospice Services
 
 
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 we receive 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
 
2014
Percentage of Skilled Nursing Days:
 
 
 
 
 

Medicare
14.4
%
 
14.6
%
 
14.2
%
Managed care
12.0

 
11.4

 
9.7

Other skilled
4.5

 
4.4

 
3.7

Skilled mix
30.9

 
30.4

 
27.6

Private and other payors
12.5

 
12.1

 
13.1

Quality mix
43.4

 
42.5

 
40.7

Medicaid
56.6

 
57.5

 
59.3

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%

Reimbursement for Specific Services

 
Reimbursement for Skilled Nursing Services.  Skilled nursing facility revenue is primarily derived from Medicaid, private pay, managed care and Medicare payors. Our skilled nursing operations provide Medicaid-covered services to eligible individuals consisting of nursing care, room and board and social services. In addition, 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 for services provided at skilled nursing operations and assisted living operations. The payments are based on negotiated patient per diem rates or a negotiated fee schedule 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 upon the services we provide and market conditions in the area of operation. In addition, Medicaid or other state-specific programs in some states where we operate supplement 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 rates based on the level of care we furnish to the beneficiary. These rates are subject to annual adjustments based on inflation and geographic wage considerations.

 

17


We 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% of the 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 home care 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 fiscal intermediary 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 annual aggregate cap amounts. For cap years ended on or after October 31, 2012, and all subsequent cap years, the hospice aggregate cap is calculated using the proportional method.  Under the proportional method, the hospice shall include in its number of Medicare beneficiaries only that fraction which represents the portion 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 the calculation. The whole and fractional shares of Medicare beneficiaries' time in a given cap year are then summed to compute the total number of Medicare beneficiaries 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 beneficiary cap 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 a hospice exceeds its aggregate cap, then the hospice must repay the excess back to Medicare. The Medicare cap amount is reduced proportionately for patients who transferred 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 care sources. Our home health care services generally consist of providing some combination of the services of registered nurses, speech, occupational and physical therapists, medical social workers and certified home health aides. Home health care is often a cost-effective solution for patients, and can also increase their quality of life and allow them to receive quality medical care in the comfort and convenience of a familiar setting.
 

Competition

 
The post-acute care industry is highly competitive, and we expect that the industry will become increasingly competitive in the future. The industry is highly fragmented and characterized by numerous local and regional providers, in addition to large national providers that have achieved geographic diversity and economies of scale. Our operating subsidiaries also compete with inpatient rehabilitation facilities and long-term acute care hospitals. Competitiveness may vary significantly from location to location, depending upon factors such as the number of competing facilities, availability of services, expertise of staff, and the physical 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 the operation leaders are generally free to discern and address the unique needs and priorities of healthcare professionals, customers and other stakeholders in the local community or market, and then create a superior service offering and reputation for that particular community or market that is calculated to encourage prospective customers 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 have greater 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 currently patients of our facilities, potential patients of our facilities, or who are otherwise receiving our healthcare services. Other competitors may have lower expenses or other 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. Our primary competition in these jurisdictions comes from local privately and publicly-owned and

18


hospital-owned health care providers. We compete based on the availability of personnel, the quality of services, expertise of visiting staff, and, in certain instances, on the price of our services. In addition, we compete with a number of non-profit organizations that finance acquisitions and capital expenditures on a tax-exempt basis and charity-funded programs that may have strong ties to their local medical communities and receive charitable contributions that are unavailable to us.


Our other services, such as assisted living facilities and other ancillary services, also compete with local, regional, and national companies. The primary competitive 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 and patient recordkeeping.

Our Competitive Strengths

 
We believe that we are well positioned to benefit from the ongoing changes within our industry. We believe that our ability to acquire, integrate and improve our 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 believe each of our operating subsidiaries is led by an experienced and caring leadership team, including dedicated front-line care staff, who participates daily in the clinical and operational improvement of their individual operations. We have been successful in attracting, training, incentivizing and retaining a core group of outstanding business and clinical leaders to lead our operating subsidiaries. These leaders operate as separate local businesses. With broad local control, these talented leaders and their care staffs are able to quickly meet the needs of their patients and residents, employees and local communities, without waiting for permission 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 and performance bonuses, based on achieving target clinical quality, cultural, compliance and financial benchmarks, represent a significant component of total compensation for our operational leaders. We believe that these compensation programs assist us in encouraging our leaders and key employees to act with a shared ownership mentality. Furthermore, our leaders are motivated to help local operations within a defined “cluster” and "market," which is a group of geographically-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, our operational leaders participate in regular training. Most participate in training sessions at Ensign University, our in-house educational system. Other training opportunities are generally offered on a monthly basis. Training and educational topics include leadership development, our values, updates on Medicaid and Medicare billing requirements, updates on new regulations or legislation, emerging healthcare service alternatives and other relevant clinical, business and industry specific coursework. Additionally, we encourage and provide ongoing education classes for our clinical staff to maintain licensing and increase the breadth of their knowledge and expertise. We believe that our commitment to, and substantial investment in, ongoing education will further strengthen the quality of our operational 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 each operation. 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 efficient business operations. Our Service Center approach allows individual operations to function with the strength, synergies and economies of scale found in larger organizations, but without what we believe are the disadvantages of a top-down management structure or corporate hierarchy. We believe our Service Center approach 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 operations within our target markets. Our acquisition strategy is highly operations driven. Prospective leaders are included in the decision making process and compensated as these acquired operations reach pre-established clinical quality and financial benchmarks, helping to ensure that we only undertake acquisitions that key leaders believe 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, through both long-term leases and purchases. We believe our experience in acquiring these facilities and our demonstrated success in significantly improving their operations enables us to consider a broad range of acquisition targets.

19


In addition, we believe we have developed expertise in transitioning newly-acquired facilities to our unique organizational culture and operating systems, which enables us to acquire facilities with limited disruption to patients, residents and facility operating staff, while significantly improving quality of care. We have also constructed new facilities to target demand, which exists for high-end healthcare facilities when we determine that market conditions justify the cost of new construction 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 and residents within the communities we serve. We believe that our achievement of quality outcomes enhances our reputation for quality, that when coupled with the integrated services that we offer, allows us to attract patients that require more intensive and medically complex care and generally result in higher reimbursement rates than lower acuity patients.

 
Community Focused Approach.  We view our services primarily as a local, community-based business. Our local leadership-centered management culture enables 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 to this “one-operation-at-a-time” philosophy helps to ensure that each operation, its patients, their family members and the community will receive the individualized attention they need. By serving our patients, their families, the community and our fellow healthcare professionals, we strive to make each individual facility the operation 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 or business. Therefore, rather than pursuing a traditional organization-wide branding strategy, we actively seek to develop the facility brand at the local level, serving and 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, both clinical and financial performance data in real time. Armed with relevant and current information, our operation leaders and their management teams are able to share best practices and the latest information, adjust to challenges and opportunities on a timely basis, improve quality of care, mitigate risk and improve both clinical outcomes and financial performance. We have also invested in specialized healthcare technology systems to assist our nursing and support staff. We have installed automated software and touch-screen interface systems in each facility to enable our clinical staff to more efficiently monitor and deliver patient care and record 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 Strategy

We 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 of our organizational culture is our belief that strong local leadership is a primary key to the success of each operation. While we believe that significant acquisition opportunities 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 business leaders from various industries and backgrounds, and provides them the knowledge and hands-on training they need to successfully lead one of our operating subsidiaries. We generally have between five and 30 prospective administrators progressing through the various stages of this training program, which is generally much more rigorous, hands-on and intensive than the minimum 1,000 hours of training mandated by the licensing requirements of most states where we do business. Once administrators are licensed and assigned to an operation, they continue to learn and develop in our facility Chief Executive Officer Program, which facilitates 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 nursing facilities. Working together with their facility CEO and/or administrator, other key facility leaders and front-line staff, these experienced nurses manage delivery of care 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 of skilled nursing and rehabilitative care, whom we refer to as high acuity patients, as a result of government and other payors seeking lower-cost alternatives to traditional acute-care hospitals. We generally receive higher reimbursement rates for providing care for these medically complex patients. In addition, many of these patients require therapy and other

20


rehabilitative services, which we are able to provide as part of our integrated service offerings. Where therapy services are medically necessary and prescribed by a patient's physician or other appropriate healthcare professional, we generally receive additional revenue in connection with the provision of those services. By making these integrated services available to such patients, and maintaining established clinical standards in the delivery of those services, we are able to increase our overall revenues. We believe that we can continue to attract high acuity patients and therapy patients to our facilities by maintaining and enhancing our reputation 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 within our existing facilities. Although some of the facilities we have acquired were in good physical and operating condition, the majority have been clinically and financially troubled, with some facilities having had occupancy rates as low as 30% at the time of acquisition. Additionally, we believe that incremental operating margins on the last 20% of our beds are significantly higher than on the first 80%, offering opportunities to improve financial performance within our existing facilities. 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 December 31, 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 the years 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 staff development, 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 our competitors.

 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 to provide outpatient services in many markets, we are able to increase revenue while spreading the fixed costs of maintaining these programs over a larger patient base. Outpatient therapy has also proven to be an effective marketing tool, raising the visibility of our facilities in their local communities and enhancing the reputation 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 third parties and the expansion and upgrade of current facilities. In the near term, we plan to take advantage of the fragmented skilled nursing industry by acquiring operations within select geographic markets and may consider the construction of new facilities. In addition, we have targeted facilities that we believed were performing and operations that were underperforming, and where we believed we could improve service delivery, occupancy rates and cash flow. With experienced leaders in place at the community level, and demonstrated success in significantly improving operating conditions at acquired facilities, we believe that we are well positioned for continued growth. While the integration of underperforming facilities generally has a negative short-term effect on overall operating margins, these facilities are typically accretive to earnings within 12 to 18 months following their acquisition. For the 124 facilities that we acquired from 2001 through 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 acquiring new and existing home health, hospice and other post-acute care healthcare businesses.  Since 2010, we have steadily expanded our home health and hospice businesses through the acquisition of smaller third-party providers.  Our strategy is to provide a more seamless experience to manage the transition of care throughout the post-acute continuum.  Our objective is to simultaneously improve patient outcomes and reduce costs to payers, ACOs and hospital systems.  We believe that the same principles that have guided our skilled nursing and assisted living operations are transferable to these businesses, including reliance on experienced local leaders at the community level to focus on integrating these operations into the continuum of care services we provide. Between 2009 and February 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 other healthcare businesses. 

Labor

 The operation of our skilled nursing and assisted and independent living facilities, home health and hospice operations and urgent care centers requires a large number of highly skilled healthcare professionals and support staff. At December 31, 2016, we had approximately 19,482 full-time equivalent employees who were employed by our Service Center and our operating subsidiaries. For the year ended December 31, 2016, approximately 60.0% of our total expenses were payroll related. Periodically, market forces, which vary by region, require that we increase wages in excess of general inflation or in excess of increases in

21


reimbursement 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 by decreasing staff, notwithstanding decreases in acuity or need, is limited and subject to government audits and penalties in some states. We seek to manage our labor costs by improving staff retention, improving operating efficiencies, maintaining competitive wage rates and benefits and reducing reliance on overtime compensation 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 retain qualified professional clinical staff stems from our ability to offer attractive wage and benefits packages, a high level of employee training, an empowered culture that 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 addition to this changing regulatory environment, federal, state and local officials are increasingly focusing their efforts on the enforcement of these laws. In order to operate our businesses we must comply with federal, state and local laws relating to licensure, delivery and adequacy of medical care, distribution of pharmaceuticals, 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 Health Administration (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 agencies and 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, emergency plans and procedures, certification and licensing of staff prior to beginning employment, and patient rights. These laws and regulations could limit our ability to expand 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.  AB 97 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 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 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) 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, (2) an extension of the outpatient therapy cap exception process until December 31, 2017; and (3) payment updates for post-acute providers at 1% after other 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 certain levels 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 the implementation of the new Merit-Based Incentive Payment System (MIPS). The current Value-Based Payment Modifier program is set to expire in 2018, 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 of primary care services 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 star ratings, modified calculations for staffing levels and reflect higher standards for nursing homes to achieve a high rating on the quality measure dimension. Since the standards 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 rule makes significant revisions to the conditions currently in place, including (1) adding new

22


conditions of participation related to quality assurance and performance improvement programs; and (2) expanding or revising requirements related to patient rights, comprehensive evaluations, coordination and care planning, 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 April 27, 2016, CMS added six new quality measures to its consumer-based Nursing Home Compare website. These quality measures include the rate of rehospitalization, emergency room use, community discharge, improvements in function, independently worsened and antianxiety or hypnotic medication among nursing home residents. Beginning in July 2016, CMS incorporates all of these measures, except for the antianxiety/hypnotic medication measure, into the calculation 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 home health 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 to the 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 also requires that for the initial ordering of certain medical equipment, the physician or authorized non-physician provider (NPP) must document that a face-to-face encounter 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 the submission 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 assessment data 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 treatment and 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 skilled nursing 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 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 on Medicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, with corresponding 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 high percentage 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 physicians and 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 of a value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measures and performance standards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% of Medicare payments to all 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, the goal of which is to develop a plan for the establishment, implementation, and financing of a comprehensive, coordinated, and high-quality system that ensures the availability of long-term care services and supports for individuals in need of such services and supports. Any implementation of recommendations from this commission 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 the funding for the law, payments to nursing facilities for patients' unpaid Medicare A co-insurance was reduced. The Deficit Reduction Act of 2005 had previously limited reimbursement of bad debt to 70% on privately responsibility co-insurance. However, under H.R. 3630, this reimbursement will be reduced to 65%.

23


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. 3630 will phase down the dual-eligible reimbursement over three years.  Effective October 1, 2012, Medicare dual-eligible co-insurance reimbursement decreased from 100% to 88%, with further rates reductions to 77% and 65% as of October 1, 2013 and 2014, respectively.  Any reductions in Medicare or Medicaid reimbursement could 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 a series of actions for deficit reduction. The Budget Control Act created a Congressional Joint Select Committee on Deficit Reduction (the Committee) that was tasked with proposing additional deficit reduction of at least $1.5 trillion over ten years. As the Committee was unable to achieve its targeted savings, this regulation triggered automatic reductions in discretionary and mandatory spending, or budget sequestration, starting in 2013, including reductions of not more than 2% to payments to Medicare providers. The Budget Control Act also requires Congress to vote on an amendment to the Constitution that would require a balanced budget.

On March 23, 2010, President Obama signed the ACA or the Affordable Care Act into law, which contained several sweeping changes to America’s health insurance system. Among other reforms contained in ACA, many Medicare providers received reductions in their market basket updates. Unlike for some other Medicare providers, ACA made no reduction to the market basket update for skilled nursing facilities in fiscal years 2010 or 2011. However, under ACA, the skilled nursing facility market basket update became subject to a full productivity adjustment beginning in fiscal year 2012. In addition, ACA enacted several reforms with respect to skilled nursing facilities and hospice organizations, including payment measures to realize significant savings of federal and state funds by deterring 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-participating nursing facilities, (iii) face-to-face encounter requirements applicable to home health agencies and hospices, (iv) expanded authority to suspend payment if a provider is investigated for allegations or issues of fraud, (v) a requirement that overpayments for services provided to Medicare and Medicaid beneficiaries be reported 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 Care Organizations (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 an exchange created by the federal government. These rulings, taken together, permit the implementation of most of the provisions of ACA to proceed in substantially the same form contemplated after ACA’s enactment. The provisions of ACA discussed above are only examples of federal health reform provisions that 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, nor does 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 our affiliated 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 various standards. The intensified regulatory and enforcement environment continues to impact healthcare providers, as these providers respond to periodic surveys and other inspections by governmental authorities and act on any noncompliance identified in the inspection process. Unannounced surveys or inspections generally occur 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 licensure under 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 the healthcare industry, may receive notices from federal and state regulatory agencies alleging that we failed to comply with applicable standards. These notices may require us to take corrective action, may impose civil monetary penalties for noncompliance, and may threaten or impose other operating restrictions on skilled nursing facilities such as admission holds, provisional skilled nursing license or increased staffing requirements. If our facilities fail to comply with these directives or otherwise fail to comply substantially with licensure and certification laws, rules and regulations, we could lose our certification as a Medicare or Medicaid provider, 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 Insurance Portability and Accountability Act of 1996 (HIPAA), and the Balanced Budget Act of 1997 (BBA) expanded the penalties for healthcare fraud. Additionally, in connection with our

24


involvement 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 civil monetary 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 the federal government's recovery. Due to these “whistleblower” incentives, suits have become more frequent. Many states also have a false claim prohibition that mirrors 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 significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, 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 which CMS 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 it unlawful for any person to pay, receive, offer, or solicit any benefit, directly or indirectly, for the referral or recommendation for products or services which are eligible for payment under federal healthcare programs, including Medicare and Medicaid. For the purposes of the anti-kickback law, a “federal healthcare program” includes Medicare and Medicaid programs and any other plan or program that provides health benefits which are funded directly, in whole or in part, by the United States government.

 
The arrangements prohibited under these anti-kickback laws can involve nursing homes, hospitals, physicians and other healthcare providers, plans, suppliers and non-healthcare providers. These laws have been interpreted very broadly to include a number of practices and relationships between healthcare providers and sources 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 not comply 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 safe harbor may increase the potential that a government agency or whistleblower will seek to investigate or challenge the arrangement. The safe harbors are narrow and do 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-kickback laws 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, or received. Violation of the anti-kickback laws may also result in an individual's or organization's exclusion from future participation in Medicare, Medicaid and other state and federal healthcare programs. Exclusion of us or any of our key employees from the Medicare or Medicaid program could have a material adverse impact 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. The Stark laws prohibit a physician from referring Medicare patients for certain designated health services where the physician has an ownership interest in or compensation arrangement with the provider of the services, with limited exceptions. Also, any services furnished pursuant to a prohibited referral are not eligible for 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 a civil monetary penalty of $15,000 per prohibited claim, and up to $100,000 for knowingly entering into certain prohibited cross-referral schemes, and potential exclusion 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 the Stark laws. Such designated health services include physical therapy services; occupational therapy services; radiology services, including CT, MRI and ultrasound; 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 laboratory services; 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 health information. For example, HHS has issued rules pursuant to HIPAA, which relate to the privacy of certain patient information. These rules govern our use and disclosure of protected health information. We have established policies and procedures to comply with HIPAA privacy and security requirements at these facilities. We maintain a company-wide HIPAA compliance plan, which we believe complies with the HIPAA privacy and security regulations. The HIPAA privacy regulations and security regulations have and will continue to impose significant costs on our facilities in order to comply with these standards. There are numerous other laws and legislative and regulatory initiatives at the federal and state levels addressing privacy and security concerns. Our operations are also subject to any federal or state privacy-related laws that are more restrictive than 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, and antitrust liability may arise in a wide variety of circumstances, including third party contracting, physician relations, joint venture, merger, affiliation and acquisition activities. In some respects, the application of federal and state antitrust laws to healthcare is still evolving, and enforcement activity by federal and state agencies appears to be increasing. At various times, healthcare providers and insurance and managed care organizations may be subject to an investigation by a 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 a private 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 requirements in 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 the property, including any such substances that may have migrated off, or may have been discharged or transported from the property. Part of our operations involves the 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 surrounding properties may have produced continuing environmental contamination or noncompliance, particularly where the timing or cost of making such determinations is not 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 assure you that we will not encounter liabilities with respect to these regulations in the future, and such liabilities may result in material adverse consequences to our operations 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 and Exchange 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 our company 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 on our 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 is not deemed to be a part of this Annual Report.

Item 1A.    Risk Factors

26


Set forth below are certain risk factors that could harm our business, results of operations and financial condition. You should carefully read the following risk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. This Annual Report on Form 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 may affect future results described below.
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.

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 programs are 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 operations would be adversely affected. The services for which we are currently reimbursed by Medicaid and Medicare may not continue to be reimbursed at adequate levels or at all. Further limits on the scope of services being reimbursed, delays or reductions in reimbursement or changes in other aspects of reimbursement could impact 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 Medicare beneficiaries, administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates and frequency at which these programs reimburse us for our services. For example, the Medicaid Integrity Contractor (MIC) program is increasing the scrutiny placed on Medicaid payments, and could result in recoupments of alleged overpayments in an effort to rein in Medicaid spending.  Recent budget proposals and legislation at both the federal and state levels have called for cuts in reimbursement for health care providers participating in the Medicare and Medicaid programs.  Enactment and implementation of measures to reduce or delay reimbursement could result in substantial reductions in our revenue and profitability. Payors may disallow our requests for reimbursement based on determinations that certain costs are not reimbursable or reasonable because either adequate or additional documentation was not provided or because certain services were not covered or considered reasonably necessary. Additionally, revenue from these payors can be retroactively adjusted after a new examination during the claims settlement process or as a result of post-payment audits. New legislation and regulatory proposals could impose further 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 methodology for calculating the resource utilization group (RUG) category under Medicare Part A, most notably eliminating Section T. Because therapy does not necessarily begin 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 been provided 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 creates a new category of assessment called the Medicare Short Stay Assessment. This assessment provides for calculation of a rehabilitation RUG for patients discharged on 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) episode of care, and modifications to the existing Comprehensive Care for Joint Replacement (CJR) model to include surgical hip/femur fracture treatment episodes. The new mandatory cardiac programs mirror the Bundled Payments for Care Improvement (BPCI) and Comprehensive Care for Joint Replacement (CJR) models in that actual episode payments will be retrospectively compared against a target price. Similar to CJR, participating hospitals will be at risk for Medicare Part A and B 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 the new cardiac bundled payment program. The cardiac model will be mandatory in 98 randomly selected geographic areas and the hip/femur procedure model will be mandatory in the same 67 geographic areas that were selected for CJR. CMS is also providing “Cardiac Rehabilitation Incentive Payments”, which can be used by hospitals to facilitate cardiac rehabilitation plans and adherence. The incentive will be provided to hospitals in 45 of the 98 geographic areas included in the mandatory 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 five performance years.

27


On November 16, 2015, the Centers for Medicare & Medicaid Services (CMS) issued the final rule for a new mandatory Comprehensive Care for Joint Replacement (CJR) model focusing on coordinated, patient-centered care. Under this model, the hospital 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 repay Medicare 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 to make sure beneficiaries receive the coordinated care they need with the goal of reducing avoidable hospitalizations and complications. This model initially covers 67 geographic areas throughout the country and most hospitals in those regions are required to participate.  Following the implementation of the CJR program on April 1, 2016, our Medicare revenues derived from our affiliated skilled nursing facilities and other post-acute services related to lower extremity joint replacement hospital discharges could be increased or decreased in those 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 I diagnosis code version does not apply for the ARD entered. Flexibility is being provided to physician providers with coding, but this flexibility will not be passed on 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 and Reconciliation Act (collectively, the ACA). The reforms contained in the ACA have affected our operating subsidiaries in some manner and are directed in large part at increased quality and cost reductions. Several of the reforms are very significant and could ultimately change the nature of our services, the methods of payment for our services and the underlying regulatory environment. These reforms include the possible modifications to the conditions of qualification for payment, bundling of payments to cover both acute and post-acute care and the imposition of enrollment limitations on new providers. As discussed below under the heading “-Our business may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged”, any further amendments or revisions to the ACA or its implementing regulations could materially impact our business.
Skilled Nursing
On July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates and quality programs for skilled nursing facilities. The policies in the finalized rule continue to shift Medicare payments from volume to value. CMS projects that aggregate payments to skilled nursing facilities 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-factor productivity (MFP) adjustment required by ACA. This final rule also further defines the skilled nursing facilities Quality Reporting Program and clarifies the Value-Based Purchasing Program to establish 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 the facility-level risk standardized rate of unplanned, potentially preventable hospital readmissions for skilled nursing facility patients within 30 days of discharge from a prior admission to a hospital paid under the Inpatient Prospective Payment System, a critical access hospital, or a psychiatric hospital. There is also finalized additional 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 in October 2017.

On July 30, 2015, CMS published its final rule outlining fiscal year 2016 Medicare payment rates for skilled nursing facilities. CMS estimates that aggregate payments 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 rule also 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 aggregate payments 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 a 2.5% market basket increase, reduced by the 0.5% MFP adjustment required by ACA.

Home Health


28


On January 12, 2017, CMS issued a final rule that modernizes the Home Health Agency Conditions of Participation (CoPs). This rule is a continuation of CMS' effort to improve quality of care while streamlining provider requirements to reduce unnecessary procedural requirements. The rule makes significant revisions to the 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 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. Under this 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-day episode 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 health payment 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, CMS implemented 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 the national, 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 also implementing a Home Health Value-Based Purchasing model effective for calendar year 2016, in which all Medicare-certified home health agencies (HHAs) will be 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 $260 million, 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 HHA payments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Payment adjustments 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 the third payment adjustment year and 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 in Medicare 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 assessments as 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 discharge OASIS 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 will incrementally 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 while streamlining 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 Medicare payments 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 update percentage and 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. 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 for Medicare-covered home 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 submission threshold for the number of OASIS assessments that each HHA must submit under the Home Health Quality Reporting Program and the Home Health Conditions of Participant for speech language pathologist personnel.

Hospice

29



On July 29, 2016, CMS issued its final rule outlining fiscal year 2017 Medicare payment rates, wage index and cap amount for hospices serving Medicare beneficiaries. 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 net result 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.  The hospice 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 2017 hospice payment update percentage of 2.1%. In addition, this rule proposes changes to the hospice quality reporting program, including care surveys and two new 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 patients who 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 Medicare beneficiaries.  Under the final rule, hospices will see an estimated 1.1% increase in their payments effective October 1, 2015.  The hospice payment increase would be 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 reductions required 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 for routine 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 days of 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 Medicare beneficiaries.  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 the net 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 by law) 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 final rule also states that CMS will begin national implementation of the CAHPS Hospice Survey starting January 1, 2015.  In the final rule, CMS requires providers to complete their hospice cap determination within 150 days after the cap period and remit any overpayments.  If a hospice does not complete its cap determination in a timely fashion, its Medicare payments would be suspended until the cap determination is complete and received by the contractor.  This is similar to the current practice 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 physicians and 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 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 of a value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measures and performance standards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% of Medicare payments to all skilled nursing facilities and distribute this pool of payment to skilled nursing facilities as incentive payments for preventing readmissions to 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 increases premiums 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 in 2018, 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 of primary 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 the submission 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 assessment data 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 treatment and discharge at various intervals between October 1, 2016 and January 1, 2019; and (3) resource

30


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 skilled nursing 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 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 on Medicare payment issues, to study alternative PAC payment models, including payment based upon individual patient characteristics and not care setting, with corresponding 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 high percentage 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 for physician 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 the establishment, implementation, and financing of a comprehensive, coordinated, and high-quality system that ensures the availability of long-term care services and supports 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 the funding for the law, payments to nursing facilities for patients' unpaid Medicare A co-insurance was reduced. The Deficit Reduction Act of 2005 had previously limited 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. 3630 will phase down the dual-eligible reimbursement over three years.  Effective October 1, 2012, Medicare dual-eligible co-insurance reimbursement decreased from 100% to 88%, with further reductions to 77% and 65% as of October 1, 2013 and 2014, respectively.  Any reductions in Medicare or Medicaid reimbursement could 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, combined with slow state revenue growth, has led many states to institute measures aimed at controlling spending growth. For example, in February 2009, the California legislature approved a new budget to help relieve a $42 billion budget deficit. The budget package was signed after months of negotiation, during which time California'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) through the 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, the State 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-Cal reimbursement rate for the 2008-2009 rate year. In addition, the budget proposal increased the amounts that California nursing facilities will pay to Medi-Cal in quality assurance fees for the 2009-2010 and 2010-2011 rate years by including Medicare revenue in the calculation of the quality assurance fee that nursing facilities 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 facilities were to be implemented retroactively to the beginning of the calendar quarter in which California submitted its request for federal approval of CMS. California’s Governor released a 2014-2015 budget that includes $1.2 billion in additional Medi-Cal funding.  This proposal, however, would not eliminate retroactive rate cuts for 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 reduce the 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 skilled nursing operating subsidiaries in California, these budget reductions, if approved, could adversely affect our net patient service revenue and profitability. We expect continuing cost containment pressures on Medicaid outlays for skilled nursing facilities, and any such decline could adversely affect our financial condition and results of operations.

31



To generate funds to pay for the increasing costs of the Medicaid program, many states utilize financial arrangements such as provider taxes. Under provider tax 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 Voluntary Contribution and Provider-Specific Tax Amendments of 1991, the federal medical assistance percentage available to a state was reduced by the total amount of healthcare related taxes that the state imposed, unless certain requirements are met. The federal medical assistance percentage is not reduced if the state taxes are broad-based and not applied specifically to Medicaid reimbursed services. In addition, the healthcare providers receiving Medicaid reimbursement must be at risk for the amount of tax assessed and must not be guaranteed to receive reimbursement through the applicable state Medicaid program for the tax assessed. Lower Medicaid 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, financial condition and results of operations.

Skilled nursing facilities are required to perform consolidated billing for certain items and services furnished to patients and residents. The consolidated billing requirement essentially confers on the skilled nursing facility itself the Medicare billing responsibility for the entire package of care that its patients receive in these situations. The BBA also affected skilled nursing facility payments by requiring that post-hospitalization skilled nursing services be “bundled” into the hospital'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 skilled nursing 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 nursing facility utilization and payments, either because hospitals are finding it difficult to place patients in skilled nursing facilities which will not be paid as before or because hospitals are reluctant to discharge the patients to skilled nursing facilities and lose part of their payment. This bundling requirement could be extended to more DRGs in the future, which would accentuate the negative impact on skilled nursing facility utilization and payments. We may not be fully reimbursed for all services 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 and furnished in the United States. As discussed below under the heading “-Our business may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged”, any further amendments or revisions to ACA or its implementing regulations could materially impact our business. 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 effort to 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 year between 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. It also 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 enhanced oversight periods for new providers and suppliers, as well as enhanced penalties for submitting false claims. It also provides funding for enhanced anti-fraud activities. The new law imposes enrollment moratoria in elevated risk areas by requiring providers and suppliers to establish compliance programs. ACA also provides the federal government with expanded authority to suspend payment if a provider is investigated for allegations or issues of fraud. Section 6402 of the ACA provides that Medicare and Medicaid payments may be suspended pending a “credible investigation of fraud,” unless the Secretary of HHS determines that good cause exists not to suspend payments. To the extent the Secretary applies this suspension of payments provision to one of our affiliated facilities for allegations 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 pilot program starting in 2013. This program will provide incentives for providers to coordinate patient care across the continuum and to be jointly accountable for an entire episode of care centered around a hospitalization. HHS will develop qualifying provider payment methods that may include bundled payments and bids from entities for episodes of care. The bundled payment will cover the costs of acute care inpatient services; physicians’ services delivered in and outside of an acute

32


care hospital; outpatient hospital services including emergency department services; post-acute care services, including home health services, skilled nursing services; 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 in spending more than would otherwise be expended for such entities if the pilot program were not implemented. As with Medicare’s shared savings program discussed 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 without also 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 cooperation among providers to improve the quality of care for Medicare beneficiaries and reduce unnecessary costs. Participating ACOs that meet specified quality performance standards will be eligible to receive a share of any savings if the actual per capita expenditures of their assigned Medicare beneficiaries are a sufficient percentage below their specified benchmark amount. Quality performance standards will include measures in such categories as clinical processes and outcomes of care, 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 other information 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 each network of preferred providers.  For those SNFs included in the network, the ACO and its associated providers may then recommend the SNF as a “preferred provider” 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 network of 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’s freedom 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 preferred provider 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 volume of 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 not included 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. HHS delivered a report to Congress outlining its plans for implementing this value-based purchasing program. The value-based purchasing program would provide payment incentives for Medicare-participating skilled nursing facilities to improve the quality of care provided to Medicare beneficiaries. Among the most relevant factors in HHS' plans to implement value-based purchasing for skilled nursing facilities is the current Nursing Home Value-Based Purchasing Demonstration Project, 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 to improve quality of life, care and services in LTC facilities, optimize resident safety, reflect current professional standards and improve the logical flow of the regulations. The regulations are effective November 28, 2016 and will be implemented in three phases. The first phase is effective November 28, 2016, the second phase 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 against their professional license by a state licensure body as a result of a finding of abuse, neglect, mistreatment of residents or misappropriation of their property;
document a transfer or discharge in the medical record and exchange certain information to a receiving provider or facility when a resident is transferred;
develop and implement a baseline care plan for each resident within 48 hours of their admission that includes instructions to provide effective and 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;

33


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 in subsequent years. However, these amounts vary per organization. In addition to the monetary costs, these regulations may create compliance issues, as state regulators 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). The rule is designed to ensure providers and suppliers have comprehensive and integrated emergency policies and procedures in place, in particular during natural and man-made disasters. Under the rule, facilities are required to 1) document risk assessment and emergency planning; 2) develop and implement policies and procedures 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 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 inpatient hospital 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 adjusted potentially preventable hospital readmission measure. This measure assesses the facility-level risk-standardized rate of unplanned, potentially preventable hospital readmissions for SNF patients within 30 days of discharge from a prior admission to an IPPS hospital, CAH, or psychiatric hospital. Hospital readmissions include readmissions 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 specified under the SNF Value Based Purchasing Program (SNF VBP) will be the 25th percentile of national SNF performance on the quality measure during the applicable baseline 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 home health 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 to the 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 also requires that for the initial ordering of certain medical equipment, the physician or authorized non-physician provider (NPP) must document that a face-to-face encounter that is related to the primary reason the beneficiary requires medical equipment occurred no more than 6 months prior to the start of services.

34



On April 27, 2016, CMS added six new quality measures to its consumer-based Nursing Home Compare website. These quality measures include the rate of rehospitalization, emergency room use, community discharge, improvements in function, independently worsened and antianxiety or hypnotic medication among nursing home residents. Beginning in July 2016, CMS incorporates all of these measures, except for the antianxiety/hypnotic medication measure, into the calculation 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 improve outcomes in the delivery of home health services. The model would apply a payment reduction or increase to current Medicare-certified home health agency payments, depending on quality performance, for all agencies delivering services within nine randomly-selected states. Payment adjustments would be applied on an 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 payment adjustment 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 permits the implementation of most of the provisions of ACA to proceed. The provisions of ACA discussed above are only examples of federal health reform provisions that 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, nor does 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 our affiliated 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 for implementation of a value-based purchasing program for skilled nursing facilities. Under this legislation HHS is required to develop by October 1, 2016 measures and performance standards regarding preventable hospital readmissions from skilled nursing facilities. Beginning October 1, 2018, HHS will withhold 2% of Medicare payments to all skilled nursing facilities and distribute this pool of payment to skilled nursing facilities as incentive payments for preventing readmissions to 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 for those 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 for implementation of many of the requirements under the Affordable Care Act will depend on the promulgation of regulations by a number of federal government agencies, 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, and the 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 hold providers accountable for the cost and quality of care provided.  Medicare and many commercial third party payors are implementing Accountable Care Organization models in which groups of providers share in the benefit and risk of providing care to an assigned group of individuals at lower cost. Other reimbursement methodology reforms include value-based purchasing, in which a portion of provider reimbursement is redistributed based on relative performance on designated economic, clinical quality, and patient satisfaction metrics. In addition, CMS is implementing programs to bundle acute care and post-acute care reimbursement to hold providers accountable 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. Providers who respond successfully to these trends and are able to deliver quality care at lower cost 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 the Company’s products. In addition, various healthcare programs and regulations may be ultimately implemented at the federal or state level. Failure to respond successfully to these trends could negatively impact our business, results of operations and/or financial condition. As discussed below under the heading “-Our business may be materially impacted if certain aspects of the Affordable Care Act are amended, repealed, or successfully challenged”, any further amendments or revisions to ACA or its implementing regulations could materially impact our business.


35


Our 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 much debate 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 event that legal challenges are successful or ACA is repealed or materially amended, particularly any elements of ACA that are beneficial to our business or that cause changes in the health insurance industry, including reimbursement and coverage by private, Medicare or Medicaid payers, our business, operating results and financial condition could be harmed. While it is not possible to predict whether and when any such changes will occur, specific proposals discussed during and after the election, including a repeal or material amendment of ACA, could harm our business, operating results and financial condition. In addition, even if ACA is not amended or repealed, the President and the executive branch of the federal government have a significant impact on the implementation of the provisions of ACA, and the new administration could make changes impacting the implementation and enforcement of ACA, which could harm our business, operating results and 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 ability to 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 facility leader responsible for the overall day-to-day operations of the facility, including quality of care, social services and financial performance. Depending upon the size of 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 community outreach programs. Other key positions supporting each facility may include individuals responsible for physical, occupational and speech therapy, food service and maintenance. We compete with various healthcare service providers, including other skilled nursing providers, in retaining and attracting qualified and skilled personnel.

We operate one or more affiliated skilled nursing facilities in the states of Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. With the exception of Utah, which follows federal regulations, each of these states has established minimum staffing requirements for facilities operating in that state. Failure to comply with these requirements can, among other things, jeopardize a facility's compliance with the conditions of participation under relevant state and federal healthcare programs. In addition, if a facility is determined to be out of compliance with these requirements, 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 in the suspension of patient admissions and/or the termination of Medicaid participation, or the suspension, revocation or nonrenewal of the skilled nursing facility's license. If the federal or state governments were to issue regulations which materially change the way compliance with the minimum staffing standard is calculated or 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 and benefits 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 our operating subsidiaries. Turnover rates and the magnitude of the shortage of nurses or other trained personnel vary substantially from facility to facility. An increase in 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 skilled personnel, 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 amounts previously 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 verify our compliance with these programs and applicable laws and regulations. We are also subject to audits under various government programs, including Recovery Audit 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 improper payments under the Medicare programs. Private pay sources also reserve the right to conduct audits. We believe that billing and reimbursement errors and disagreements are common in our industry. We are regularly engaged in reviews, audits and appeals of our claims for reimbursement due to the subjectivities inherent in the process related to patient diagnosis and care, record keeping, claims

36


processing and other aspects of the patient service and reimbursement processes, and the errors and disagreements those subjectivities can produce. An adverse review, 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 be material 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 fiscal intermediaries. All findings of overpayment from CMS contractors are eligible for appeal through the CMS defined continuum. With the exception of rare findings of overpayment related to objective errors in Medicare payment methodology or claims processing, the Organization utilizes all defenses at its disposal to demonstrate 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 and deficiencies 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 by the probe reviews that rose to actionable levels, we and certain of our officers might face potential criminal charges and/or civil claims, administrative sanctions and 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 of our operating subsidiaries could be temporarily or permanently excluded from future participation in state and federal healthcare reimbursement programs such as Medicaid and Medicare. In any event, it is likely that a governmental investigation alone, regardless of its outcome, would divert material time, resources and attention from our management team and our staff, and could have a materially detrimental impact on our results of operations during and after any such investigation or proceedings.

In cases where claim and documentation review by any CMS contractor results in repeated poor performance, a facility can be subjected to protracted oversight. This oversight may include repeat education and re-probe, extended pre-payment review, referral to recovery audit or integrity contractors, or extrapolation of an error rate to other reimbursement outside of specifically reviewed claims.  Sustained failure to demonstrate improvement towards meeting all claim filing and documentation requirements could ultimately lead to Medicare decertification. During the year ended December 31, 2016, we have eighteen operating 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 in their 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 and federal survey agencies. In addition, potential sanctions and remedies based upon alleged regulatory deficiencies could negatively affect our financial condition and results of operations.

CMS has undertaken several initiatives to increase or intensify Medicaid and Medicare survey and enforcement activities, including federal oversight of state actions. CMS is taking steps to focus more survey and enforcement efforts on facilities with findings of substandard care or repeat violations of Medicaid and Medicare standards, and to identify multi-facility providers with patterns of noncompliance. In addition, HHS has adopted a rule that requires CMS to charge user fees to healthcare facilities cited during regular certification, recertification or substantiated complaint surveys for deficiencies, which require a revisit to assure that corrections have been made. CMS is also increasing its oversight of state survey agencies and requiring state agencies to use enforcement sanctions and remedies more 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 by governmental authorities and the severity of consequent citations for alleged failure to comply with regulatory requirements. We also divert personnel resources to respond to federal and state investigations and other enforcement actions. The diversion of these resources, including our management team, clinical and compliance 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 in the ordinary course of business, we receive deficiency reports from state and federal regulatory bodies resulting from such

37


inspections 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 in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of payment for new admissions, 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. We currently 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 our ability 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 credit arrangements, or adversely affect our ability to operate or obtain financing in the future. If state or federal regulators were to determine, formally or otherwise, that one facility's regulatory history ought to impact another of our existing or prospective facilities, this could also increase costs, result in increased scrutiny by state and federal survey agencies, and even impact our expansion plans. Therefore, our failure to comply with applicable legal and regulatory requirements in any single facility 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 of payment for new Medicaid and Medicare admissions, civil monetary penalties, focused state and federal oversight and even loss of eligibility for Medicaid and Medicare participation or state licensure. Sanctions such as denial of payment for new admissions often are scheduled to go into effect before surveyors return to verify compliance. Generally, if the surveyors confirm that the facility is in compliance upon their return, the sanctions never take effect. However, if they determine 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 sometimes leaves affected operators, including us, with the difficult task of deciding whether to continue accepting patients after the potential denial of payment date, thus risking the retroactive denial of revenue associated with those patients' care if the operators are later found to be out of compliance, or simply refusing admissions from 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 of payment status due to findings of continued regulatory deficiencies, resulting in an actual loss of the revenue associated with the Medicare and Medicaid patients admitted after the denial of payment date. Additional sanctions could ensue and, if imposed, these sanctions, entailing various remedies up to and including decertification, would further negatively affect our financial condition and results of operations. In the first quarter of 2016, we elected to voluntarily close one operating 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 our ability to acquire new facilities or expand or operate existing facilities. In addition, from time to time, we have opted to voluntarily stop accepting new patients pending 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 avoid straining staff and other resources while retraining staff, upgrading operating systems or making other operational improvements. If we elect to voluntary close any operations 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 condition and results of operation.
 
Facilities with otherwise acceptable regulatory histories generally are given an opportunity to correct deficiencies and continue their participation in the Medicare and Medicaid programs by a certain date, usually within nine months, although where denial of payment remedies are asserted, such interim remedies go into 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, facilities with poor regulatory histories continue to be classified by CMS as poor performing facilities notwithstanding any intervening change in ownership, unless the new owner obtains a new Medicare provider agreement instead of assuming the facility's existing agreement. However, new owners (including us, historically) nearly always 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 and that develop new deficiencies after we acquire them are more likely to have sanctions imposed upon them by CMS or state regulators. In addition, CMS has increased its focus on facilities with a history of serious quality of care problems through the special focus facility initiative. A facility's administrators and owners are 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 in part on the facility's compliance history typically dating before our acquisition of the facility. Local state survey agencies recommend to CMS that facilities be placed on special focus status. A special focus facility receives heightened scrutiny and more frequent regulatory surveys. Failure to improve the quality of care can result in fines and termination from participation in Medicare and Medicaid. A facility “graduates” from the program once it demonstrates significant improvements in quality of care that are continued over time.


38


We have received notices of potential sanctions and remedies based upon alleged regulatory deficiencies from time to time, and such sanctions have been imposed on some of our affiliated facilities. We have had several affiliated facilities placed on special focus facility status, due largely or entirely to their respective regulatory 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 and profitability 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 the amounts that can be paid (including deductible and coinsurance amounts) for rehabilitation therapy services rendered to any Medicare beneficiary under Medicare Part 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, 2006 for patients with certain conditions or multiple complexities whose therapy services are reimbursed under Medicare Part B. A significant portion of the patients in our affiliated skilled nursing facilities and patients served by our rehabilitation therapy programs whose therapy is reimbursed under Medicare Part B have qualified 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 that allows 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 beneficiaries 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 in 2016 compared to $1,960 in 2015. Deductible and coinsurance amounts paid by the beneficiary for therapy services count toward the amount applied to the limit.

The Multiple Procedure Payment Reduction (MPPR) continues at a 50% reduction applied to therapy procedure codes by reducing payments for practice expense of the second and subsequent procedure codes when services provided under subsequent codes are provided on the same day. The implementation of MPPR includes 1) facilities that provide Medicare Part B speech-language pathology, occupational therapy, and physical therapy services and bill under the same provider 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 hospice providers, 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 and an overall payment cap, which are calculated and published by the Medicare fiscal intermediary on an annual basis covering the period from November 1 through October 31. If payments received by any one of our hospice provider numbers exceeds either of these caps, we are required to reimburse Medicare for payments received in excess of the caps, which could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows. 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 doing business 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 and local 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;

39


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, the services we offer, and our interactions with patients and other healthcare providers. These laws and regulations are subject to frequent change. We believe that such regulations may increase in the future and we cannot predict the ultimate content, timing or impact on us of any healthcare reform legislation. Changes in existing laws or regulations, or the enactment of new laws or regulations, could negatively impact our business. If we fail to comply with these applicable laws and regulations, we could suffer civil or criminal penalties and other detrimental consequences, including denial of reimbursement, imposition of fines, temporary suspension of admission of new patients, suspension or decertification from the Medicaid and Medicare programs, restrictions on our ability to acquire new facilities 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 reimbursement programs.

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 Social Security Act, the federal anti-kickback laws, state anti-kickback laws, and the federal “Stark” laws, that govern financial and other arrangements among healthcare providers, their owners, vendors and referral sources, and that are intended to prevent healthcare fraud and abuse. Among other things, these laws prohibit kickbacks, 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 a particular provider for medical products or services payable by any federal healthcare program, and prohibit presenting a false or misleading claim for payment under a federal or state program. They also prohibit some physician self-referrals. Possible sanctions for violation of any of these restrictions or prohibitions include loss of eligibility to participate in federal and state reimbursement programs and civil and criminal penalties. Changes in these laws could increase our cost of 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 the government, enter into a corporate integrity agreement, deferred prosecution or similar agreements with state or federal government agencies, and become subject to 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 Southern California. As part of the settlement, we entered into a Corporate Integrity Agreement with the Office of Inspector General-HHS. Failure to comply with the terms of the Corporate Integrity Agreement could result in substantial civil or criminal penalties and being excluded from government health care programs, which could adversely 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 significant penalties for known retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. The ACA supplements FERA by imposing an affirmative obligation on health care providers to return an overpayment to CMS within 60 days of “identification” or the date 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 day clock following “identification” of an overpayment begins to run when a provider is put on notice of a potential overpayment, rather than the moment when an overpayment is conclusively ascertained. On February 12, 2016, CMS published a final rule with respect to Medicare Parts A and B clarifying that providers have an obligation to proactively exercise “reasonable diligence,” and that the 60 day clock begins to run after the reasonable diligence period has concluded, which may take at most 6 months from the from receipt of credible information, absent extraordinary circumstances. Retention of any overpayment beyond this period may result in FCA liability. In addition, 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.


40


We are also required to comply with state and federal laws governing the transmission, privacy and security of health information. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires us to comply with certain standards for the use of individually identifiable health information within our company, and the disclosure and electronic transmission of such information to third parties, such as payors, business associates and patients. These include standards for common electronic healthcare transactions and information, such as claim submission, plan eligibility determination, payment information submission and the use of electronic signatures; unique identifiers for providers, employers and health plans; and the security and privacy of individually identifiable health information. In addition, some states have enacted comparable or, in some cases, more stringent privacy and security laws. If we fail to comply with 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 and enforcement practices of the Department regarding HIPAA violations. In addition, any breach of individually identifiable health information can result in obligations under HIPAA and state laws to notify patients, federal and state agencies, and in some cases media outlets, regarding the breach incident. Breach incidents 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 of our licenses or our disqualification from participation in federal and state reimbursement programs, or the imposition of other harsh enforcement sanctions could increase 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 facilities as a result of regulatory action or otherwise, we could be deemed to be in default under some of our agreements, including agreements governing outstanding indebtedness and lease obligations.

Increased civil and criminal enforcement efforts of government agencies against skilled nursing facilities could harm our business, and could preclude us from participating in federal healthcare programs.

Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations 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. In addition, 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 our operating subsidiaries and ultimately a reduction in occupancy at these facilities. Also, responding to enforcement efforts would divert material time, resources and attention from our management team and our staff, and could have a materially detrimental impact on our results of operations during and after any such investigation 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 and Medicare 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 the individual 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 a healthcare 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;


41


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 monetary penalty related to the Medicaid or Medicare programs has been assessed or who has been convicted of a criminal offense under federal healthcare programs; 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 has implemented a nationwide program of audits, inspections and investigations and from time to time issues “fraud alerts” to segments of the healthcare industry on particular practices that are vulnerable to abuse. The fraud alerts inform healthcare providers of potentially abusive practices or transactions that are subject to criminal 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 Medicaid and Medicare programs, and federal and state regulatory authorities are taking an increasingly strict view of the requirements imposed on healthcare providers by the Social Security Act and Medicaid and Medicare programs. Although we have created a corporate compliance program that we believe is consistent with the OIG guidelines, the OIG may modify its guidelines or interpret its guidelines in a manner inconsistent with our interpretation or the OIG may ultimately determine that 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 be decertified from participating in Medicaid or Medicare programs. Federal regulations prohibit any corporation or facility from participating in federal contracts if it or its principals have been barred, suspended or declared ineligible from participating in federal contracts. In addition, some state regulations provide that all facilities 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 operating subsidiaries 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 or propose to expand, which could result in an increase in regulatory monitoring and oversight, decreased reimbursement rates, or otherwise adversely affect our business, 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 report analyzed the results of a medical record review of 2012 hospice general inpatient care stays to estimate the percentage of such stays that were billed inappropriately, and found that hospices billed one-third of general inpatient stays inappropriately, costing Medicare $268 million in 2012. Consequently, the OIG recommended, and CMS concurred with such recommendations, that CMS (1) increase its oversight of hospice general inpatient stay claims and review Part D payments for drugs for hospice beneficiaries; (2) ensure that a physician is involved in the decision to use general inpatient care; (3) conduct prepayment reviews for lengthy general inpatient care stays; (4) increase surveyor efforts to ensure that hospices meet care planning requirements; (5) establish additional enforcement remedies 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 other things, the report used Medicare cost reports to compare Medicare payments to skilled nursing facilities’ costs for therapy over a ten year period, and found that Medicare payments for therapy greatly exceeded skilled nursing facilities’ costs for therapy. The OIG recommended, and CMS concurred with such recommendations, that CMS evaluate the extent to which Medicare payment rates for therapy should be reduced, change the method for paying for therapy, adjust Medicare 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 report analyzed all Medicare hospices claims from 2007 through 2012, and raised concerns about the financial incentives created by the current payment system and the potential for hospices-especially for-profit hospices-to target

42


beneficiaries in assisted living facilities because they may offer the hospices the greatest financial gain. Accordingly, the report recommended that CMS reform payments 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 to educate 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 data from 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 for skilled nursing facility stays, or billing for services on dates after beneficiaries’ deaths. The report also concluded that home health agencies with questionable billing were located mostly in Texas, Florida, California, and Michigan. The report recommended that CMS implement claims processing edits or improve existing edits to prevent inappropriate payments for the three specific errors referenced above, increase monitoring of billing for home health services, enforce and consider lowering the ten percent cap on the total outlier payments a home health agency may receive annually, consider imposing a temporary moratorium on new home health agency enrollments in Florida and Texas, and take appropriate action regarding the inappropriate payments identified and home health agencies with questionable billing. CMS concurred with all five recommendations. Moratoria were subsequently put in place, and effective January 29, 2016, and extended on July 29, 2016, moratoria on new home health agencies and home health agency sub-units were extended in various counties in Florida, Michigan, Texas and Illinois. 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 Review Contractor 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 of skilled nursing facilities based on Medicare Part A claims from 2006 to 2008 and found, among other things, that for-profit skilled nursing facilities were more likely 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” average length of stay among Part A beneficiaries, compared to their government and not-for-profit counterparts. The OIG recommended that CMS vigilantly monitor overall payments to skilled nursing facilities, adjust RUG rates annually, change the method for determining how much therapy is needed to ensure appropriate payments and conduct additional reviews for skilled nursing operators that exceed certain thresholds for higher paying therapy RUGs. CMS concurred with and agreed 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 a separate 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 with high 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 which the 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 listed on 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 are generally 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 fiscal intermediaries, recovery audit contractors and others, as well as other government agencies, unions, advocacy groups and others who seek to pursue their own mandates 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 billing practices 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 payment system, including the documentation requirement in support of the claims paid by Medicare. According to the 2016 Work Plan, prior OIG reviews found that Medicare payments for therapy greatly exceeded skilled nursing facilities’ cost for therapy, and the OIG found that skilled nursing facilities have increasingly billed 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 will review 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 payment rates, revise methodologies for assessing and treating patients, conduct more frequent or intense reviews of our treatment and billing practices, or implement moratoria in areas where we operate or propose to expand, could

43


reduce 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 to expand 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 by placing 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 such stringent development standards and approval procedures for constructing new healthcare facilities that the construction of new facilities, or the expansion or renovation of existing facilities, may become cost-prohibitive or extremely time-consuming. In addition, some states the acquisition of a facility being operated by a 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 obtain the necessary approvals, if there are changes in the standards applicable to those approvals, or if we experience delays and increased expenses associated with obtaining those approvals. We may not be able to obtain licensure, certificate of need approval, Medicaid certification, Attorney General approval or other necessary approvals for future expansion projects. Conversely, the elimination or reduction of state regulations that limit the construction, expansion or renovation of 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 skilled nursing 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 the private 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. Fair Labor Standards Act which governs such matters as minimum wages, overtime and other working conditions, the Americans with Disabilities Act (ADA) and similar state laws that provide civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, the National Labor Relations Act, regulations of the Equal Employment Opportunity Commission (EEOC), regulations of the Office of Civil Rights, regulations of state Attorneys General, family leave mandates and a variety of similar laws enacted by the federal and state governments that govern these and other employment law matters. Because labor represents such a large portion of our operating costs, changes in federal and state employment-related laws and regulations could increase 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 to comply with the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial properties,” but generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements could require removal of access barriers and non-compliance could result in imposition of government fines or an award of damages to private litigants. Further legislation may impose additional burdens or restrictions with respect to access by disabled persons. In addition, federal proposals to introduce a system of mandated health insurance and flexible work time and other similar initiatives could, if implemented, adversely affect our operations. We also may be subject to employee-related claims such as wrongful discharge, discrimination or violation of 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 that exceed 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 to us.

We must comply with the federal Fair Housing Act and similar state laws, which prohibit us from discriminating against individuals if it would cause such individuals to face barriers in gaining residency in any of our affiliated facilities. Additionally,

44


the 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 be required, 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 use regulations and food licensing or certification requirements as they may be adopted by governmental agencies and bodies from time to time. Like other healthcare facilities, our affiliated skilled nursing facilities are subject to periodic surveys or inspections by governmental authorities to assess and assure compliance with regulatory requirements. Surveys occur on a regular (often annual or biannual) schedule, and special surveys may result from a specific complaint filed by a patient, 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 impacted by 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 among Medicaid, Medicare, private payors and managed care companies, significantly affect our profitability because we generally receive higher reimbursement rates for high 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 by government payors that reimburse us at predetermined rates. If our labor or other operating costs increase, we will be unable to recover such increased costs from government 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 patients of 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 will continue and may limit reimbursements for healthcare services. If insurers or managed care companies from whom we receive substantial payments were to reduce the 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 more restrictive 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 Form I-9 and the statutes and regulations related thereto. Proposed federal regulations would extend similar requirements to all of the states in which our affiliated facilities operate. To the extent that such proposed regulations or similar measures become effective, and we are required by state or federal authorities to verify work authorization or legal residence for current and prospective employees beyond existing Form I-9 requirements and other statutes and regulations currently in effect, 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 federal employment, 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 the services 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, and may 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 sue every 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 nursing providers and other long-term care companies, and have employed a wide variety of advertising and publicity strategies. Among other things, these strategies include establishing their own Internet websites, paying for premium

45


advertising space on other websites, paying Internet search engines to optimize their plaintiff solicitation advertising so that it appears in advantageous positions on Internet search results, including results from searches for our company and affiliated facilities, using newspaper, magazine and television ads targeted at customers of 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-term care litigation have named us, our affiliated facilities and other specific healthcare providers and facilities in their advertising and solicitation materials. These advertising and solicitation activities could result in more claims and litigation, which could increase our liability exposure and legal expenses, divert the time and attention of the personnel of our operating subsidiaries from day-to-day business operations, and materially and adversely affect our financial condition and results of operations. Furthermore, to the extent the frequency and/or severity of losses from such claims and suits increases, our liability insurance premiums could increase 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 routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and 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 award against 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 settle these claims without a material ongoing adverse effect on our business, future claims could be brought that may materially affect our business, financial condition and 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 has been 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 claimed failures 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 these claims 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 other individuals and businesses. These contracts typically contain covenants and default provisions. If the other party to one or more of our contracts were to allege that we 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 of operations.

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 the alleged wrongdoing of the subsidiary principally targeted by the litigation. If a court in such litigation decided to disregard the corporate form, the resulting judgment 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 110th Congress in 2008, the Fairness in Nursing Home Arbitration Act of 2009 was introduced in the 111th Congress and referred to the House and Senate judiciary committees 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 the 112th 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, to prevent nursing home operators and prospective patients from mutually entering into a pre-admission pre-dispute arbitration agreement. We use arbitration agreements, which have generally been favored by the courts, to streamline the dispute resolution process and reduce our exposure to legal fees and excessive jury awards. If we are not able to secure pre-admission arbitration agreements, our litigation exposure and costs of defense in patient liability actions could increase, our liability 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, which could 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 to the 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 in any illegal conduct, and have agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and to avoid the uncertainty and expense of protracted litigation.


46


In 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 of Inspector 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 program designed to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs. We are also required to notify the Office of Inspector General-HHS in writing, of, among other things: (i) any ongoing government investigation or legal proceeding involving an allegation that we have committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider a probable 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 are also 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 breach of 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 obligations under federal Medicare statutes, the federal False Claims Act, or similar state and federal statutes and related regulations, our business, financial condition and results of operations and cash flows could be materially and adversely affected and our stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include our assumption of specific procedural 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 sometimes detect 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.  Our compliance program includes, among other things, (1) policies and procedures modeled after applicable laws, regulations, government manuals and industry practices and customs that govern the clinical, reimbursement and operational aspects of our subsidiaries, (2) training about our compliance process for all of the employees of our operating subsidiaries, our directors and officers, and training about Medicare and Medicaid laws, fraud and abuse prevention, clinical standards and practices, and claim submission and reimbursement policies and procedures for appropriate employees, and (3) internal controls that monitor, for example, the accuracy of claims, reimbursement submissions, cost reports and source documents, provision of patient care, services, and supplies as required by applicable standards and laws, accuracy of clinical assessment and treatment documentation, and implementation of judicial and regulatory requirements (i.e., background checks, 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 would continue to do so in the future, initiated internal inquiries into possible recordkeeping and related irregularities at our affiliated skilled nursing facilities, which were detected 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 also identified and, at the conclusion of such investigations, assisted in implementing, targeted improvements in the assessment and recordkeeping practices to make them consistent with the existing standards and policies applicable to our affiliated skilled nursing facilities in these areas. We continue to monitor the measures implemented for effectiveness, and perform follow-up reviews to ensure compliance. Consistent with healthcare industry accounting practices, we record any charge 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 and interest, and repay any amounts due in normal course. Furthermore, failure to refund overpayments within required time frames (as described in greater detail above) could result in Federal False Claims Act (FCA) liability. If future investigations ultimately result in findings of significant billing and reimbursement noncompliance which could require us to record significant additional provisions or remit payments, our business, financial condition and results of operations could be materially and adversely affected and our stock price could decline.


47


We 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 to dispose 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 the availability of essential resources and leadership within our company, we continue to seek both single-and multi-facility acquisition and business acquisition opportunities 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 identify suitable acquisition candidates, the purchase price of the facilities, prevailing market conditions, the availability of leadership to manage new facilities and our own willingness to take on new operations, the rate at which we have historically acquired facilities has fluctuated significantly. In the future, we anticipate the rate at which 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 more desirable. 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 of our facility acquisitions.

We may not be able to successfully or efficiently integrate new acquisitions with our existing operating subsidiaries, culture and systems. The process of integrating acquisitions into our existing operations may result in unforeseen operating difficulties, divert management's attention from existing operations, or require an unexpected commitment of staff and financial resources, and may ultimately be unsuccessful. Existing operations available for acquisition frequently serve or target different markets than those that we currently serve. We also may determine that renovations of acquired facilities and changes in staff and operating management personnel are necessary to successfully integrate those acquisitions into our existing operations. We may not be able to recover the costs incurred to reposition or renovate newly operating subsidiaries. The financial benefits we expect to realize from many of our acquisitions are largely dependent upon our ability to improve clinical performance, overcome regulatory deficiencies, rehabilitate or improve the reputation of the operations in the community, increase and maintain occupancy, control costs, and in some cases change the patient acuity mix. If we are unable to accomplish any of these objectives at the operating subsidiaries 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 skilled nursing beds and 152 assisted living units. During the year ended December 31, 2015, we expanded our operations with the addition of 50 stand-alone skilled nursing and assisted living operations, seven home health, hospice and home care operations and three urgent care centers with a total of 2,580 operational skilled nursing beds and 2,013 assisted living units. This growth has placed and will continue to place significant demands on our current management resources. Our ability to manage our growth effectively and to successfully integrate new acquisitions into our existing business will require us to continue to expand our operational, financial and management information systems and to continue to retain, attract, train, motivate and manage key employees, including facility-level leaders and our local directors of nursing. We may not be successful in attracting qualified individuals necessary for future acquisitions to be successful, and our management team may expend significant time and energy working to attract qualified personnel to manage facilities we may acquire in the future. Also, the newly acquired facilities may require us to spend significant time improving services that have historically been substandard, and if we are unable to improve such facilities 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 other integration 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 regulatory issues 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, we still may face post-acquisition

48


regulatory 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 difficulty or impossibility of immediately or quickly bringing non-compliant facilities into full compliance. Diligence materials pertaining to acquisition targets, especially the underperforming facilities that often represent the greatest opportunity for return, are often inadequate, inaccurate or impossible to obtain, sometimes requiring us to make acquisition decisions with incomplete information. Despite our due diligence procedures, facilities that we have acquired or may acquire in the future may generate unexpectedly low returns, may cause us to incur substantial losses, may require unexpected levels of management time, expenditures or other resources, 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 of intermittent noncompliance. Although the affiliated facility had already been surveyed once by the local state survey agency after being acquired by us, and that survey would have met the heightened requirements of the special focus facility program, based upon the facility's compliance history prior to our acquisition, in January 2008, state officials nevertheless recommended to CMS that the facility be placed on special focus facility status. In addition, in October of 2006, we acquired a facility which had a history of intermittent non-compliance. This affiliated facility was surveyed by the local state survey agency during the third quarter of 2008 and passed the heightened survey requirements of the special focus facility program. Both affiliated facilities have successfully graduated from the Centers for Medicare and Medicaid Services' Special Focus program. We've had other affiliated facilities that have successfully graduated from the program. Other affiliated 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. For example, when we acquire a facility, we generally assume the facility's existing Medicare provider number for purposes of billing Medicare for services. If CMS later 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 had incurred 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 defunct or 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, operation of these facilities may divert management time and attention from other operations and priorities, negatively impact cash flows, result in adverse or unanticipated accounting 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 operate the 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 interim manager for the outgoing licensee, assuming financial responsibility, among other obligations for the facility. To the extent that we may be unable or delayed in obtaining a license, we may need to operate the facility under a management agreement from the prior operator. Any inability in obtaining consent from the prior operator of a target acquisition to utilizing its license in this manner could impact our ability to acquire additional facilities. If we were subsequently denied licensure or certification for any reason, we might not realize the expected benefits of the acquisition and would likely incur unanticipated costs and other challenges 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 to decline.

Most state regulations governing skilled nursing and assisted living facilities require written patient admission agreements with each patient. Several of these regulations also require that each patient have the right to terminate the patient agreement for any reason and without prior notice. Consistent with these regulations, all of our skilled nursing patient agreements allow patients to terminate their agreements without notice, and all of our assisted living resident agreements allow patients to terminate their agreements upon thirty days' notice. Patients and residents terminate their agreements from time to time for a variety of reasons, causing some fluctuations in our overall occupancy as patients and residents are admitted and discharged in normal course. If an unusual number of patients or residents elected to terminate their agreements within a short time, occupancy levels at our affiliated facilities could decline. As a result, beds may be unoccupied 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 skilled nursing facilities compete primarily on a local and regional basis with many long-term care providers, from national and regional multi-facility providers that have substantially greater financial resources to small providers who operate a single nursing facility. We also compete with other skilled nursing and assisted living facilities, and with inpatient

49


rehabilitation facilities, long-term acute care hospitals, home healthcare and other similar services and care alternatives. Increased competition could limit our ability 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 generally come to us at higher reimbursement rates. Some of our competitors have greater financial and other resources than us, 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 do and may thereby attract current or potential patients. Other competitors may have lower expenses or other competitive advantages, and, therefore, present significant price competition for managed care and private pay patients. In addition, some of our competitors operate on a not-for-profit basis or as charitable organizations and have the ability to finance capital expenditures on a tax-exempt basis or through the receipt of charitable contributions, neither of which are available 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 the frequency 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, rating every skilled nursing facility operating in each state based upon quality-of-care indicators. These quality-of-care indicators include such measures as percentages of patients with infections, bedsores and unplanned weight loss. In addition, CMS has undertaken an initiative to increase Medicaid and Medicare survey and enforcement activities, to focus more survey and enforcement efforts on facilities with findings of substandard care or repeat violations of Medicaid and Medicare standards, and to require state agencies to use enforcement sanctions and remedies more promptly when substandard care or repeat violations are identified. We have found a correlation between negative Medicaid and Medicare surveys and the incidence of professional liability litigation. From time to time, we experience a higher 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 more easily. 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, the previous 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 sufficient clinical measurements subsequent to the acquisition date. If we are unable to achieve quality of care ratings that are comparable or superior to those of our competitors, 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 star ratings, modified calculations for staffing levels and reflect higher standards for nursing homes to achieve a high rating on the quality measure dimension. On August 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 its consumer-based Nursing Home Compare website as part of an initiative to broaden the quality of information available on that site. They include the rate of rehospitalization, emergency room use, community discharge, improvements in function, and independently worsened ability to move. Since the standards for performance on quality measures are increasing, the number of our 4 and 5 star facilities could be reduced. In addition, CMS announced proposals to adopt new standards that home health agencies must comply with in order to participate in the Medicare program, including the strengthening of patient rights and communication 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. For example, 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; or

50



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 pay substantially higher premiums for the same or reduced coverage for insurance, including workers compensation, property and casualty, automobile, employment practices 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 or litigation. Coverage for punitive damages is also excluded under some insurance policies. As a result, we may be liable for punitive damage awards in these states that 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 our ability 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 these increases, we have increased the amounts of our self-insured retention (SIR) and deductibles in connection with general and professional liability claims. We also have 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 obtain insurance, or if insurance becomes more costly for us to obtain, or if the coverage levels we can economically obtain decline, our business may be adversely affected.

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-owned subsidiary insurance company, Standardbearer Insurance Company, Ltd. (Standardbearer), to insure our self-insurance reimbursements (SIR) and deductibles as part of a continually evolving overall risk management strategy. We establish the insurance loss reserves based on an estimation process that uses information obtained from both company-specific and industry data. The estimation process requires us to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and our assumptions about emerging trends, we, along with an independent actuary, develop information about the size of ultimate claims based on our historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 unpaid claims. It is possible, however, that the actual liabilities may exceed our estimates of loss. We may also experience an unexpectedly large number of successful claims 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 be inadequate, 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 our insurance 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 the maximum 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 are computed 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 those areas.

Our affiliated facilities located in Arizona, California, and Texas account for the majority of our total revenue. As a result of this concentration, the conditions of local economies, changes in governmental rules, regulations and reimbursement rates or criteria, changes in demographics, state funding, acts of nature and other factors that may result in a decrease in demand and/or reimbursement for skilled nursing services in these states could have a disproportionately adverse effect on our revenue, costs and results of operations. Moreover, since 22.9% of our affiliated facilities are located in California, we are particularly susceptible to revenue loss, cost increase or damage caused by natural disasters such as fires, earthquakes or mudslides.

51



In addition, our affiliated facilities in Iowa, Nebraska, Kansas, South Carolina, Washington and Texas are more susceptible to revenue loss, cost increases or damage caused by natural disasters including hurricanes, tornadoes and flooding. These acts of nature may cause disruption to us, the employees of our operating subsidiaries and our affiliated facilities, which could have an adverse impact on the patients of our operating subsidiaries and our business. In order to provide care for the patients of our operating subsidiaries, we are dependent on consistent and reliable delivery of food, pharmaceuticals, utilities and other goods to our affiliated 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 our affiliated facilities were interrupted in any material respect due to a natural disaster or other reasons, it would have a significant impact on our affiliated facilities and 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 and would involve risks, including potentially fatal risks, for the patients. The impact of disasters and similar events is inherently uncertain. Such events could harm the patients and employees of our operating subsidiaries, severely damage or destroy one or more of our affiliated facilities, harm our business, reputation and financial performance, 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 and our 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 the workplace generally and upon individual employees. With one exception, to our knowledge the staffs at our affiliated facilities that have been approached to unionize have uniformly rejected union organizing efforts. If employees decide to unionize, our cost of doing business could increase, and we could experience contract 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 negative labor campaign by at least one labor union, the Service Employees International Union. From 2002 to 2007, this union, and individuals and organizations allied with or sympathetic to this union actively prosecuted a negative retaliatory publicity action, also known as a “corporate campaign,” against us and filed, promoted or participated in multiple legal actions against us. The union's campaign asserted, among other allegations, poor treatment of patients, inferior clinical services provided by the employees of our operating subsidiaries, poor treatment of the employees of our operating subsidiaries, and health code violations by our operating subsidiaries. In addition, the union has publicly mischaracterized actions taken by the DHS against us and our affiliated facilities. In numerous cases, the union's allegations created the false impression that violations and other events that occurred at facilities prior to our acquisition of those facilities were caused by us. Since a large component of our business involves acquiring underperforming and distressed facilities, and improving the quality of operations at these facilities, we may have been associated with the past poor performance of these facilities. To the extent this union or another elects to directly or indirectly prosecute a corporate campaign 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-profit skilled 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 negative publicity 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 closely scrutinize the billing practices of for-profit skilled nursing facilities, which could result in an increase in regulatory monitoring and oversight, decreased reimbursement rates, or otherwise adversely affect our business, financial condition and results of operations." Two of our affiliated facilities have been listed on the report. Such reports provide unions and their allies with additional opportunities to make negative statements about, and to encourage regulators to seek investigatory and enforcement actions against, the industry in general and non-union operators like us specifically. Although we believe that our operations and business practices substantially conform to applicable laws and regulations, we cannot predict the extent to which we might be subject to adverse publicity or calls for 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 are successful, 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 with or 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 sources to 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 attract and retain

52


qualified staff due to negative public relations efforts by this or other union organizations, our quality of service and our revenue and profits could decline. Our strategy 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 or deter union organizing. For example, such a state law passed by the California Legislature was successfully challenged on the grounds that it was preempted by the National Labor Relations Act, only to have the challenge overturned by the Ninth Circuit in 2006 before being ultimately upheld by the United States Supreme Court in 2008. In addition, proposed legislation making it more difficult for employees and their supervisors to educate co-workers and oppose unionization, such as 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 to maintain union-free workplaces in our affiliated facilities. Further, the expedited election rules adopted by the National Labor Relations Board took effect on April 14, 2015 and make it far easier for unions to organize employees.  These and similar laws have the potential to facilitate unionization procedures or hinder employer 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 lease termination, 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 are required to pay for the costs related to the property (including property taxes, insurance, and maintenance and repair costs). We are responsible for paying these costs 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 any payment 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 default under 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 to comply 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 obligations under the leases even if we decided to withdraw from those locations. We could incur special charges relating to the closing of such facilities including lease termination costs, impairment charges and other special charges that would reduce our net income and could adversely affect our business, financial condition and results 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 operating leases could result in defaults under such agreements and cross-defaults under other debt, mortgage or operating lease arrangements, which could harm our operating 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 outstanding under our credit facility. 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 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 of December 31, 2016 under HUD-insured loans and promissory note issued in connection with various acquisitions with maturity dates ranging from 2027 through 2045.

In addition, we had $1.8 billion of future operating lease obligations as of December 31, 2016. We intend to continue financing our operating subsidiaries through mortgage financing, long-term operating leases and other types of financing, including borrowings under our lines of credit and future credit facilities we may obtain.

We may not generate sufficient cash flow from operations to cover required interest, principal and lease payments. In addition, our outstanding credit facilities and mortgage loans contain restrictive covenants and require us to maintain or satisfy specified coverage tests on a consolidated basis and on a facility or facilities basis. These restrictions and operating covenants include, among other things, requirements with respect to occupancy, debt service coverage, project yield, net leverage ratios, minimum interest coverage ratios and minimum asset coverage ratios. These restrictions may interfere with our ability to obtain additional

53


advances 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 and increase 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 the terms of the mortgage. Any non-payment, noncompliance or other default under our financing arrangements could, subject to cure provisions, cause the lender to foreclose 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 of revenue 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 a guaranty 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 declaring all amounts outstanding under the guaranty immediately due and payable, and requiring us to fulfill our obligations to make such payments. If any of these scenarios 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 of the 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 mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which would negatively impact our earnings and cash position. Further, because our mortgages and operating leases generally contain cross-default and cross-collateralization provisions, a default by 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 our revolving 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 we are 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 make payments of principal and interest on our indebtedness and to make lease payments on our operating leases depends upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operating subsidiaries, many of which are beyond our control. 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, we may 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, sell selected assets, reduce or delay planned capital expenditures or delay or abandon desirable acquisitions. Such measures might not be sufficient to enable us to service 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 or abandonment of our planned growth strategy could result in an adverse effect on our future ability to generate revenue and sustain profitability. In addition, any such 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 have limited 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 health and hospice industries or other relevant healthcare service, our existing overall business model would change and we would become subject to risks in a market in which we have limited experience. Although assisted living operating subsidiaries generally have lower costs and higher margins than skilled nursing, they typically generate lower overall revenue than skilled nursing operating subsidiaries. In addition, assisted living revenue is derived primarily from private payors as opposed to government reimbursement. In most states, skilled nursing, assisted living, home health and hospice care are regulated by different agencies, and we have less experience with the agencies that regulate assisted living, home health and hospice care. In general, we believe that assisted living is a more competitive industry 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 of our 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 may decrease.

We rely significantly on appropriate referrals from physicians, hospitals and other healthcare providers in the communities in which we deliver our services to attract appropriate residents and patients to our affiliated facilities. Our referral sources are not obligated to refer business to us and may refer business to other healthcare 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 build a 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 we are 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, if any 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 patient mix could suffer.


54


Our 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 safety and security of our information systems and the patient health information and other data maintained within those systems, we cannot assure you that our safety and security measures and disaster recovery plan will prevent damage, interruption or breach of our information systems and operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise the security of our information systems. Unauthorized parties may 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 our employees or contractors.

On occasion, we have acquired additional information systems through our business acquisitions. We have upgraded and expanded our information system capabilities and have committed significant resources to maintain, protect, enhance existing systems and develop new systems to keep pace with continuing changes 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, to continue to maintain and upgrade our information systems and software could disrupt or reduce the efficiency of our operations. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems 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 disruption to our information systems infrastructure or business and may involve a significant loss of business or patient health information. If a cyber security attack or other unauthorized attempt to access our systems or facilities were to be successful, it could result in the theft, destructions, loss, misappropriation or release of confidential information or intellectual property, and could cause operational or business delays that may materially impact our ability to provide various healthcare services. Any successful cyber security attack or other unauthorized attempt to access our systems or facilities also could result in negative publicity which could damage our reputation or brand with our patients, referral sources, payors or other third parties and could subject us to substantial penalties under HIPAA and other federal 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 other attempt to gain unauthorized access to our systems, facilities or patient health information could expose us to a number of adverse consequences, the vast majority of which are not insurable, including but not limited to disruptions in our operations, regulatory and other civil and criminal penalties, fines, investigations and enforcement actions (including, but not limited to, those arising from the SEC, Federal Trade Commission, the OIG or state attorneys general), fines, private litigation with those affected by the data breach, loss of customers, disputes with payors and increased operating expense, which either individually or in the aggregate 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 at all, 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 and remain competitive in our markets requires us to commit substantial resources to continued investment in our affiliated facilities and equipment. We are sometimes more 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 require additional 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 on terms that are not favorable. In addition, some of our outstanding indebtedness and long-term leases restrict, among other things, our ability to incur additional debt. 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 growth strategies. Further, if additional funds are raised through the issuance of additional equity securities, the percentage ownership of our stockholders would be diluted. Any newly issued equity securities may have rights, preferences or privileges senior to those of our common stock.


55


The condition of the financial markets, including volatility and deterioration in the capital and credit markets, could limit the availability of debt and equity financing sources to fund the capital and liquidity requirements of our business, as well as, negatively impact or impair the value of our current portfolio of cash, 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 financing terms for borrowers less attractive and, in certain cases, significantly reducing the availability of certain types of debt financing. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the 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 the uncertain domestic and global political, credit and financial market conditions, investments in these types of financial instruments pose risks arising from liquidity and 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 or significant 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 valuation of our current portfolio of cash, cash equivalents, and investments, a substantial portion of which were invested in U.S. treasury securities. Further, unless and until the 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 to their 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 Credit Facility, will be sufficient to implement our business plan for the foreseeable future, we may need additional capital if a substantial acquisition or other growth opportunity becomes available or if unexpected events occur or opportunities arise. We cannot assure you that additional capital will be available or available on terms 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 other market 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 our payment cycle. From time to time, we have experienced such delays as a result of government payors instituting planned reimbursement delays for budget balancing purposes or as a result of prepayment reviews. For example, in January 2009, the State of California announced expected cash shortages in February which impacted payments to Medi-Cal providers from late March through April. Medi-Cal had also delayed the release of the reimbursement rates which were announced 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 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 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 services provided 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 that similar 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 could increase our costs.

Two of our affiliated facilities are currently subject to regulatory agreements with the Department of Housing and Urban Development (HUD) that give the Commissioner of HUD broad authority to require us to be replaced as the operator of those facilities in the event that the Commissioner determines there are operational deficiencies at such facilities under HUD regulations. In 2006, one of our HUD-insured mortgaged facilities did not pass its HUD inspection. Following an 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 federal and state agencies. Appealing a failed inspection can be costly and time-consuming and, if we do not successfully remediate the failed inspection, we could be precluded from obtaining HUD financing in the future or we

56


may 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, as well 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 affiliated facilities has an agreement with a waste management company for the proper disposal of all infectious medical waste, but the use of a waste management company does 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 it immunize 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 those exercising control over a building's management to identify and warn their employees and other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. Such laws may impose liability for improper handling or a release into the environment of asbestos containing materials and potential asbestos-containing materials 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 work exposure associated with asbestos-containing materials and potential asbestos-containing materials. The presence of asbestos-containing materials, or the failure to properly 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 as collateral 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 affiliated facilities we lease, own or may acquire may lead to the incurrence of costs for remediation, mitigation or the implementation of an operations and maintenance plan and may result in third party litigation for personal injury or property damage. Furthermore, in some circumstances, areas affected by mold may be unusable for periods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a facility to retain 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 may subject 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 and penalties.

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 any money 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 any monies 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 be subject 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 meet our financial obligations. Liabilities of any one or more of our subsidiaries could be imposed upon us or our other subsidiaries.


57


We 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 in our multiple operating and real estate holding subsidiaries. As a result, we are dependent upon distributions from our subsidiaries to generate the funds necessary to meet 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 of our subsidiaries to make distributions to us will depend substantially on their respective operating results and will be subject to restrictions under, among other things, the laws of their jurisdiction of organization, which may limit the amount of funds available for distribution to investors or shareholders, agreements of those 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 with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations, changes in our interpretations of tax laws, 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 same assets and activities, which could result in double taxation if successful. Unanticipated changes in our tax rates or exposure to additional income tax liabilities could affect 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. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our estimated income tax liabilities. The outcomes from these 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, in certain circumstances, we could be required to indemnify CareTrust for material taxes pursuant to indemnification obligations under the Tax Matters Agreement 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 facts presented 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) and 355 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 355 of 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 will not 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 other things, certain facts, representations, assumptions and undertakings, including those relating to the past and future conduct of our and CareTrust’s businesses, and the 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 tax purposes 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 been violated 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 of the 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 be substantial.
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 responsible for 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 of Sections 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, assets or 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 in connection with the request for the IRS Ruling or the representation letter provided in connection with the tax opinion relating to the Spin-Off. Our indemnification obligations to CareTrust and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify CareTrust under the circumstance 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 the indemnities from CareTrust will be sufficient to insure us against the full amount of such liabilities, or that CareTrust’s ability to satisfy its indemnification obligation will not be impaired in the future.

58


Pursuant to the Separation and Distribution Agreement that we entered into with CareTrust in connection with the Spin-Off, the Tax Matters Agreement and other agreements we entered into in connection with the Spin-Off, CareTrust agreed to indemnify us for certain liabilities, and we agreed to indemnify CareTrust for certain liabilities. However, third parties might seek to hold us responsible for liabilities that CareTrust agreed to retain under these agreements, and there can be no assurance that CareTrust will be able to fully satisfy its indemnification obligations under these agreements. Moreover, even if we ultimately succeed in recovering 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 recovery from 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 Stock

We 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 negotiate favorable 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 vary substantially 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. In addition, 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 default under 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 stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly 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 class action 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 our common stock, we could incur substantial costs defending or settling the lawsuit. Such a lawsuit could also divert the time and attention of our management from our 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 of the 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-term notes, senior or subordinated notes, preferred shares or shares of our common stock. Upon liquidation, holders of our debt securities and preferred shares, and lenders 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 estimate the 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 our common stock and diluting their shareholdings in us. We also intend to continue to actively pursue acquisitions of facilities and may issue shares of stock in connection 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 who purchase 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 financial statements, 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 provide reliable 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 to document 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, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.

59



Testing and maintaining internal controls can divert our management's attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 or our independent registered public accounting 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 either we are unable to conclude that we have effective internal controls over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report as required by Section 404, investors could lose confidence in our reported financial information and our company, which could result in 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 to raise 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 transactions resulting 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 to resist 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 if doing 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 of our 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 at stockholder 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 acquires control 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 majority of 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 by majority 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, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could 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 outstanding voting 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 discourage acquisition proposals and make it more difficult or expensive for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions that are opposed by our then-current Board of Directors, including delaying or impeding a merger, tender offer or proxy contest involving us. Any delay or prevention of a change of control transaction or changes in our Board of Directors could cause the market price of our common stock to decline.

60


Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Service 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 in August 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 information technology 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 those 160 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 operating subsidiaries.

 
The following table provides summary information regarding the number of operational beds at our skilled nursing and assisted and independent living facilities at December 31, 2016:
 
CA
 
TX
 
AZ
 
WI
 
UT
 
CO
 
WA
 
ID
 
NE
 
KS
 
IA
 
SC
 
NV
 
Total
Number of operational beds/units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operational skilled nursing bed
4,152


5,306


3,013


138


1,503


572


841


432


413


542


294


426


92

 
17,724

Assisted and independent living units
735


334


1,250


680


106


282


98


273


301


148


31




212

 
4,450

Leased without a Purchase Agreement
3,823

 
5,001

 
3,702

 

 
1,248

 
570

 
735

 
453

 
367

 
140

 
325

 

 
304

 
16,668

Purchase Agreement or Leased with a Purchase Option
318

 
216

 

 

 
60

 
125

 

 

 

 
379

 

 

 

 
1,098

Owned
746

 
423

 
561

 
818

 
301

 
159

 
204

 
252

 
347

 
171

 

 
426

 

 
4,408



61


Home 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 and Home 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 location
In 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 Proceedings

Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to
interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation and failure to comply can result in significant regulatory action including fines, penalties, and exclusion from certain governmental programs. We believe that we are 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 to providers 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. These contracts primarily include (i) certain real estate leases, under which we may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from our use of the applicable premises, (ii) operations transfer agreements, in which we agree to indemnify 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 our officers, directors and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded 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 intend to 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 on our results of operations and financial condition. In certain states in which we have or have had operations, insurance coverage for the risk of punitive damages arising 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 not be liable for punitive damages awarded in litigation arising in states for which punitive damage insurance coverage is not available.


62


The skilled nursing and post-acute care industry is extremely regulated. As such, in the ordinary course of business, we are continuously subject to state and federal 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-acute care industry is also subject to regulatory requirements, which could subject us to civil, administrative or criminal fines, penalties or restitutionary relief, and reimbursement authorities could also seek the suspension or exclusion of the provider or individual from participation in their program. We believe that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well 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 comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis for exclusion 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 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, we could face increased scrutiny, 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 significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, 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 routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and 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 award against 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. In 2007, 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 Los Angeles in 2010 and was resolved in a settlement and Court approval in 2012. Neither of the referenced lawsuits or settlement had a material ongoing adverse effect 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 of these 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 settle these claims without a material ongoing adverse effect on our business, future claims could be brought that may materially affect our business, financial condition and 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 recent example, 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 financial statements during the year ended December 31, 2016. Further, another one of the our independent operating

63


entities was sued on allegations of professional negligence, which the claim was recently settled. We estimated that the costs associated with the settlement of this second matter will be approximately $2.8 million, which was recorded in the consolidated financial statements during the year ended December 31, 2016. We do not expect that there will be any material ongoing adverse effect on our business, financial condition or results of operations in connection with the resolution of these matters.
Medicare Revenue Recoupments — We are subject to reviews relating to Medicare services, billings and potential overpayments. During the year ended December 31, 2016, eighteen of our operating subsidiaries have been subject to probe reviews, both pre- and post-payment. Twelve of these reviews have successfully 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 and subsequent 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 of December 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 was confirmed in March 2007. The investigation was prompted by a whistleblower complaint, and related primarily to claims submitted to the Medicare program for rehabilitation 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 a 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 Financial Statements.

Item 4.        Mine Safety Disclosures

None.


PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

All share and per share amounts presented reflect a two-for-one stock split effected in December 2015.

Market Information


Our 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 by the NASDAQ Global Select Market for the periods indicated:
 

 
High
 
Low
Fiscal 2015
 
 
 
First Quarter
$
24.00

 
$
20.21

Second Quarter
$
26.94

 
$
20.25

Third Quarter
$
27.04

 
$
20.99

Fourth Quarter
$
25.10

 
$
22.00

Fiscal 2016
 

 
 

First Quarter
$
23.20

 
$
17.60

Second Quarter
$
23.86

 
$
19.13

Third Quarter
$
22.10

 
$
17.87

Fourth Quarter
$
23.18

 
$
17.60


64



During fiscal 2016, we declared aggregate cash dividends of $0.1625 per share of common stock, for a total of approximately $8.3 million. As of February 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 be incorporated 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 the graph below is not indicative of future stock price performance.

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
Among Ensign Group, the NASDAQ Composite Index
and a Peer Group
ensg2016performancegraph.jpg
*$100 invested on 12/31/11 in stock in index, including reinvestment of dividends.
Fiscal year ending December 31.
 
December 31,
 
2011
2012
2013
2014
2015
2016
The Ensign Group, Inc. 
$
100.00

$
111.81

$
183.52

$
321.31

$
329.77

$
326.07

NASDAQ Market Index
$
100.00

$
117.45

$
164.57

$
188.84

$
201.98

$
219.89

Peer Group
$
100.00

$
119.99

$
149.19

$
211.16

$
190.53

$
211.67


The 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 The Ensign Group, Inc.

Dividend Policy

 
The following table summarizes common stock dividends declared to shareholders during the two most recent fiscal years:
 

65


 
Dividend per Share
 
Aggregate Dividend Declared
 
 
 
(in thousands)
2015
 

 
 

First Quarter
$
0.0375

 
$
1,920

Second Quarter
$
0.0375

 
$
1,928

Third Quarter
$
0.0375

 
$
1,935

Fourth Quarter
$
0.0400

 
$
2,071

2016
 

 
 

First Quarter
$
0.0400

 
$
2,026

Second Quarter
$
0.0400

 
$
2,034

Third Quarter
$
0.0400

 
$
2,042

Fourth 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. From 2002 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 will continue 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 dividends will depend on many factors, including our results of operations, financial condition and capital requirements, earnings, general business conditions, legal restrictions on the payment of dividends and other factors the Board of Directors deems relevant. A portion of the proceeds received from CareTrust in connection with 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 to Consolidated 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 we receive 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 pay dividends. 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 Securities

Common Stock Repurchase Program. On November 4, 2015 and February 9, 2016, we announced that its Board of Directors authorized two stock repurchase 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 these programs, we are authorized to repurchase our issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block 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 $30.0 million and the repurchase programs expired upon the repurchase of the full authorized amount under the plans.


66


Item 6. Selected Financial Data

The financial data set forth below should be read in connection with Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results 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

 
$
823,155

Expense:
 
 
 
 
 
 
 
 
 
Cost of services
1,341,814

 
1,067,694

 
822,669

 
725,989

 
656,424

Charge related to U.S. Government inquiry

 

 

 
33,000

 
15,000

Gain related to divestitures
(11,225
)
 

 

 

 

Rent - cost of services
124,581

 
88,776

 
48,488

 
13,613

 
13,281

General and administrative expense
69,165

 
64,163

 
56,895

 
40,103

 
31,819

Depreciation and amortization
38,682

 
28,111

 
26,430

 
33,909

 
28,358

Total expenses
1,563,017

 
1,248,744

 
954,482

 
846,614

 
744,882

Income from operations
91,847

 
93,082

 
72,924

 
57,942

 
78,273

Other income (expense):
 

 
 

 
 

 
 

 
 

Interest expense
(7,136
)
 
(2,828
)
 
(12,976
)
 
(12,787
)
 
(12,229
)
Interest income
1,107

 
845

 
594

 
506

 
255

Other expense, net
(6,029
)
 
(1,983
)
 
(12,382
)
 
(12,281
)
 
(11,974
)
Income before provision for income taxes
85,818

 
91,099

 
60,542

 
45,661

 
66,299

Provision for income taxes
32,975

 
35,182

 
26,801

 
20,003

 
25,134

Income from continuing operations
52,843

 
55,917

 
33,741

 
25,658

 
41,165

Loss from discontinued operations

 

 

 
(1,804
)
 
(1,357
)
Net income
$
52,843

 
$
55,917

 
$
33,741

 
$
23,854

 
$
39,808

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
 
(186
)
 
(783
)
Net income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

 
$
24,040

 
$
40,591

Amounts attributable to The Ensign Group, Inc.:
 
 
 
 
 
 
 
 
 
Income from continuing operations attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

 
$
25,844

 
$
41,948

Loss 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

 
$
40,591

Net income per share:
 

 
 

 
 

 
 

 
 

Basic:
 
 
 
 
 
 
 
 
 
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.99

 
$
1.10

 
$
0.80

 
$
0.59

 
$
0.98

Loss from discontinued operations (1)

 

 

 
(0.04
)
 
(0.03
)
Net income attributable to The Ensign Group, Inc.
$
0.99

 
$
1.10

 
$
0.80

 
$
0.55

 
$
0.95

Diluted:
 
 
 
 
 
 
 
 
 
Income from continuing operations attributable to The Ensign Group, Inc.
$
0.96

 
$
1.06

 
$
0.78

 
$
0.58

 
$
0.96

Loss from discontinued operations (1)

 

 

 
(0.04
)
 
(0.03
)
Net income attributable to The Ensign Group, Inc.
$
0.96

 
$
1.06

 
$
0.78

 
$
0.54

 
$
0.93

Weighted average common shares outstanding
 

 
 

 
 

 
 

 
 

Basic
50,555

 
50,316

 
44,682

 
43,800

 
42,858

Diluted
52,133

 
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 was effective 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 noncontrolling interest, 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 for as discontinued operations.

67



 
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

 
$
40,685

Working capital
121,934

 
115,104

 
83,209

 
98,540

 
46,252

Total assets
1,001,025

 
747,759

 
493,916

 
716,315

 
690,862

Long-term debt, less current maturities
275,486

 
99,051

 
68,279

 
251,895

 
200,505

Equity
460,495

 
426,985

 
257,803

 
357,257

 
327,884

Cash 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

 
101,563

Adjusted EBITDA(1)(2)
150,098

 
135,248

 
112,829

EBITDAR(1)
252,257

 
209,484

 
150,051

Adjusted 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 of Non-GAAP Financial Measures, and other provisions of the Exchange Act define and prescribe the conditions for use of certain non-GAAP financial information. 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 exclude rent—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 reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP 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 in evaluating 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 in our industry without regard to items such as interest expense, net and depreciation and amortization, which can vary substantially from company to company 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 base from 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 and EBITDAR are useful in this regard because they do not include such costs as net interest expense, income taxes, depreciation and amortization expense, and, with respect to EBITDAR, rent — cost of services, which may vary from period-to-period depending upon various factors, including the method used to finance operations, 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 of the

68


state 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 our business 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, our EBITDA, Adjusted EBITDA, EBITDAR and Adjusted EBITDAR measures have limitations as analytical tools, and they should not be considered in isolation, or as 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, and EBITDA 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 more complete 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-GAAP financial measures having the same or similar names. For information about our financial results as reported in accordance with GAAP, see our consolidated financial 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 bidder

Adjusted EBITDAR is EBITDAR adjusted for the above noted non-core business items.


69


The 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

 
$
39,808

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
 
(186
)
 
(783
)
Loss from discontinued operations

 

 

 
1,804

 
1,357

Interest expense, net
6,029

 
1,983

 
12,382

 
12,281

 
11,974

Provision for income taxes
32,975

 
35,182

 
26,801

 
20,003

 
25,134

Depreciation and amortization
38,682

 
28,111

 
26,430

 
33,909

 
28,358

EBITDA
$
127,676


$
120,708


$
101,563

 
$
92,037

 
$
107,414

Facility rent—cost of services
124,581

 
88,776

 
48,488

 
13,613

 
13,281

EBITDAR
$
252,257


$
209,484


$
150,051

 
$
105,650

 
$
120,695

 
 
 
 
 
 
 
 
 
 
EBITDA
$
127,676

 
$
120,708

 
$
101,563

 
$
92,037

 
$
107,414

Legal costs and charges related to the U.S. Government inquiry(a)

 

 

 
34,098

 
16,945

Gain 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 facilities transferred to CareTrust(e)

 

 
8,904

 
4,050

 

Costs incurred for facilities currently being constructed and other start-up operations(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

 
2,596

Impairment of goodwill and other indefinite-lived intangibles(i)

 

 

 
490

 
2,225

Urgent care center losses (earnings)(j)
267

 
(1,132
)
 
(389
)
 
1,844

 
546

Acquisition related costs(k)
1,102

 
1,397

 
672

 
288

 
250

Costs incurred related to new systems implementation and professional service fee(l)
1,148

 
2,817

 
138

 
145

 
591

Breakup fee, net of costs, received in connection with a public auction(m)

 
(1,019
)
 

 

 

Rent related to items(c),(f) and (j) above
12,485

 
2,746

 
1,941

 
1,009

 
860

Adjusted EBITDA
$
150,098


$
135,248


$
112,829

 
$
136,741

 
$
131,427

Rent—cost of services
124,581

 
88,776

 
48,488

 
13,613

 
13,281

Less: 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 conducted by 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 lease agreement 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-based compensation 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 in 2014; as such, these charges did not occur in 2012. In addition, the results during years ended December 31, 2013

70


and 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 to Consolidated 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 noncontrolling interest 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 urgent care 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 Operations

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes, which appear elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated 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.
Overview
We 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 be the 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 facilities across 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 nine of 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 of December 31, 2016:
 
Owned
 
Leased (with a Purchase Option)
 
Leased (without a Purchase Option)
 
Total
Number of facilities
50

 
9

 
151

 
210

Percentage of total
23.8
%
 
4.3
%
 
71.9
%
 
100.0
%
Operational skilled nursing beds
2,857

 
830

 
14,037

 
17,724

Percentage of total
16.1
%
 
4.7
%
 
79.2
%
 
100.0
%
Assisted and independent living units
1,551

 
268

 
2,631

 
4,450

Percentage of total
34.9
%
 
6.0
%
 
59.1
%
 
100.0
%
Key Performance Indicators
We manage the fiscal aspects of our business by monitoring key performance indicators that affect our financial performance. These indicators and their definitions 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 of therapy and other ancillary treatments varies by payor source and by contract. Services provided outside of the routine contractual agreement are recorded separately 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 under Medicare, managed care, Medicaid, or other skilled reimbursement programs. The other skilled patients that are included in this population represent very high acuity patients who are receiving high levels of nursing

71


and ancillary services which are reimbursed by payors other than Medicare or managed care. Skilled revenue excludes any revenue generated from our assisted 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 our Medicare, managed care, or other skilled patients are receiving services at the skilled nursing facilities divided by the total number of days patients (less days from assisted living services) from all payor sources are receiving services at the skilled nursing facilities for any given period (less days from assisted 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 of days our non-Medicaid patients are receiving services at the skilled nursing facilities divided by the total number of days patients from all payor sources are 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 source for 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 a facility 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 beds associated 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 skilled patients, whom we refer to as high acuity patients, typically require a higher level of skilled nursing and rehabilitative care. Accordingly, Medicare and managed care 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 our total 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
 
2014
Skilled Mix:
 
 
 
 
 
Days
30.9
%
 
30.4
%
 
27.6
%
Revenue
52.5
%
 
52.6
%
 
50.8
%
Quality Mix:
 
 
 
 
 
Days
43.4
%
 
42.5
%
 
40.7
%
Revenue
61.0
%
 
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 patient occupying one bed for one day) during any measurement period to the number of beds in facilities which are available for occupancy during the measurement period. 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 licensed bed capacity. This sometimes occurs due to the permanent dedication of bed space to alternative purposes, such as enhanced therapy treatment space or other desirable uses calculated to improve service offerings and/or operational efficiencies in a facility. In some cases, three- and four-bed wards have been reduced to two-bed rooms for resident comfort, and larger wards have been reduced to conform to changes in Medicare requirements. These beds are seldom expected to be placed back into service. We believe that reporting occupancy based on operational beds is consistent with industry practices and provides a more useful measure of actual occupancy performance from period to period.
The following table summarizes our overall occupancy statistics for the periods indicated:

72


 
Year Ended December 31,
 
2016
 
2015
 
2014
Occupancy for transitional and skilled services:
 
 
 
 
 
Operational beds at end of period
17,724

 
14,925

 
12,379

Available patient days
6,125,902

 
4,991,886

 
4,275,558

Actual patient days
4,620,735

 
3,873,409

 
3,306,296

Occupancy 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 occupied during 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 revenue source for that given period.
 
Year Ended December 31,
 
2016
 
2015
 
2014
Occupancy for assisted and independent living services:
 
 
 
 
 
Occupancy percentage (units)
76.0
%

75.3
%
 
77.3
%
Average monthly revenue per unit
$
2,746

 
$
2,644

 
$
2,315


Home Health and Hospice
Medicare episodic admissions. The total number of episodic admissions derived from patients who are receiving care under Medicare reimbursement programs.
Average Medicare revenue per completed episode. The average amount of revenue for each completed 60-day episode generated from patients who are receiving 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
 
2014
Home health services:
 
 
 
 
 
Average Medicare Revenue per Completed Episode
$
2,986

 
$
2,929

 
$
2,840

Hospice services:
 
 
 
 
 
Average Daily Census
905

 
679

 
420

Segments
Beginning in the fourth quarter of 2016, we realigned our operating segments to more closely correlate with our service
offerings, which coincide with the way that we measure performance and allocate resources. We have three reportable 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, which includes our home health, home care and hospice businesses. Our Chief Executive Officer, 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 other ancillary operations businesses are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. Our reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of our assisted and independent living services led us

73


to 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) home health and hospice services. We have presented 2015 and 2014 financial information in this Annual Report on a comparative basis to conform with the current year segment presentation.

Revenue Sources

Transitional and Skilled Services

Within our skilled nursing operations, we generate our revenue from Medicaid, private pay, managed care and Medicare payors. We believe that our skilled mix, which we define as the number of days our Medicare, managed care and other skilled patients are receiving services at our skilled nursing operations divided by the total number of days patients are receiving services at our skilled nursing operations, from all payor sources (less days from assisted living and independent living services) for any given period, is an important indicator of our success in attracting high-acuity patients because it represents the percentage of our patients who are reimbursed by Medicare, 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 nursing facilities that are licensed to non-state government-owned entities such as county hospital districts. Several of our operating subsidiaries entered into transactions with several such hospital districts providing for the transfer of the licenses for those skilled nursing facilities to the hospital districts. Each affected operating subsidiary 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 a portion earned from Medicaid or other state-specific programs.

Home Health and Hospice Services

Home 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 estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. The home health prospective payment system (PPS) provides home health agencies with payments for each 60-day episode of care for each beneficiary. If a beneficiary 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 who remains eligible for the home health benefit can receive. While payment for each episode is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program 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) a payment adjustment based upon the level of therapy services required; (d) 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; (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. We derive the majority of the revenue from our hospice business from Medicare reimbursement. The estimated payment rates are daily rates for each of the levels of care we deliver. The payment is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers 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 the first 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 is based 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.

Other


74


We have historically operated urgent care clinics in Colorado and Washington. Our urgent care centers provided daily access to healthcare for minor injuries and illnesses, including x-ray and lab services, all from convenient neighborhood locations with no appointments. In 2016, we completed the sale of our urgent care centers 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 or authorizations acceptable to the payor and other reasons unrelated to credit risk.

Primary Components of Expense

 
Cost of Services (exclusive of rent and depreciation and amortization shown separately).  Our cost of services represents the costs of operating our operating subsidiaries, which primarily consists of payroll and related benefits, supplies, purchased services, and ancillary expenses such as the cost of pharmacy and therapy services provided to patients. Cost of services also includes the cost of general and professional liability insurance and other general cost of services with respect to our operations.

 
Facility Rent - Cost of Services.  Rent - cost of services consists solely of base minimum rent amounts payable under lease agreements to third-party owners of the operating subsidiaries that we operate but do not own and does not include taxes, insurance, impounds, capital reserves or other charges payable under the applicable lease agreements.

 
General and Administrative Expense.  General and administrative expense consists primarily of payroll and related benefits and travel expenses for our Service Center personnel, including training and other operational support. General and administrative expense also includes professional fees (including accounting 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-line method over the estimated useful lives of the depreciable assets. The following is a summary of the depreciable lives of our depreciable assets:
 
Buildings and improvements
Minimum of three years to a maximum of 57 years, generally 45 years
Leasehold improvements
Shorter of the lease term or estimated useful life, generally 5 to 15 years
Furniture and equipment
3 to 10 years
Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of these financial statements and related disclosures requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis we review our judgments and estimates, including but not limited to those related to doubtful accounts, income taxes, stock compensation, intangible assets and loss contingencies. We base our estimates and judgments upon our historical experience, knowledge of current conditions and our belief of what could occur in the future considering available information, including assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and judgments are subject to an inherent 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) require management'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 Recognition
We recognize revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. Our revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts 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 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 managed

75


care programs as services are performed at their expected net realizable amounts under these programs. Our revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. We recorded adjustments 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 Revenue
Our revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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 Revenue
Our revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees 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 patients under reimbursement 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 Revenue
Medicare Revenue
Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 completing 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 the Medicare Program; (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 to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, we believe that its reported net 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 progress 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, we estimate revenue and recognize 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 our estimate of the average percentage complete based on visits performed.
Non-Medicare Revenue
Episodic Based Revenue — We recognize revenue in a similar manner as we recognize Medicare revenue for episodic-based rates that are paid by other 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 Revenue
Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care we deliver. We make adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk.

76


Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimated amounts due 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 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 is probable that a portion or all of a particular account will not be collected.
In evaluating the collectability of accounts receivable, we consider a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect our recent collection experience. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, we analyze historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on our historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. We periodically refine our estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.
Self-Insurance
We are partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis 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-time deductible of $1.0 million for California affiliated facilities and a separate, one-time, deductible of $0.8 million for non-California facilities. For all California affiliated 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. For all 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 these limits was $1.0 million per claim and $3.0 million per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that 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-time deductible 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 Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. 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 claims that have been incurred but not reported. We develop 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.
 Our operating subsidiaries are self-insured for workers’ compensation in California. To protect itself against loss exposure in California with this policy, we have purchased individual specific excess insurance coverage that insures individual claims that exceed $0.5 million per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, we have purchased individual stop-loss coverage that 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 of Washington, 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 of California, Texas and Washington, we have purchased insurance coverage that insures individual claims that exceed $0.4 million per accident. In all states except Washington, 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 not reported. 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 and legal aspects of these benefit plans. To protect ourselves against loss exposure with this policy, we have purchased individual stop-loss insurance coverage that insures individual claims that exceed $0.3 million for each covered

77


person with an additional one-time aggregate individual stop loss deductible of $0.1 million. Beginning 2016, our policy does not include the additional one-time aggregate 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 obtained from both company-specific and industry data. This estimation process requires us to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and our assumptions about emerging trends, we, with the assistance of an independent actuary, develop information about the size of ultimate claims based on our historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid 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 in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that we could experience 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 and financial condition would be adversely affected.

Leases and Leasehold Improvements

At 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 rent expense 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 rent expense 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 also provides 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 Combinations

Our acquisition strategy is to purchase or lease operating subsidiaries that are complementary to our current affiliated facilities, accretive to our business or otherwise advance our strategy.  The results of all of our operating subsidiaries are included in the accompanying Financial Statements subsequent to the date of acquisition. Acquisitions are typically paid for in cash and are accounted for using the acquisition method of accounting. We account for business combinations using the purchase method of accounting and, accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. 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 the time 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 of fair values for long-lived assets, we utilize a variety of factors including market data, cash flows, growth rates, and replacement costs. Determining the fair value for specifically identified intangible assets involves significant judgment, estimates and projections related to the valuation to be applied to intangible assets such as favorable leases, customer relationships, Medicare licenses, and trade names. The subjective nature of management’s assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity. Additionally, as we amortize finite-lived acquired intangible assets over time, the purchase accounting allocation directly impacts the amortization expense recorded on the financial statements.

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 of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no 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 our assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. We generally expect to fully utilize our deferred tax assets; however, when necessary, we record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized.


78


When we take uncertain income tax positions that do not meet the recognition criteria, we record a liability for underpayment of income taxes and related interest 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 of the 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, we make certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with our estimates and assumptions, actual results could differ.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal 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 us. We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. For any new pronouncements announced, we consider whether the new pronouncements could alter previous generally accepted accounting principles and determine whether any new or modified principles will have a material impact on our reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under 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 as non-current. We early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. We have classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated 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 consolidated balance 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 to the 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 substantial doubt 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 quarter of 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 certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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 financial statements.

In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be our fiscal year 2017, with early adoption permitted. The adoption of the guidance 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 revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a

79


principal 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 using the same transition method it would use to adopt the new revenue standard. Our evaluation of the adoption method and impact to the consolidated financial statements 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 leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 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 impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 is not 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 a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact our evaluation, however we currently anticipate adopting the standard as of January 1, 2018, using the modified retrospective method.



80


Results of Operations

The 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
 
2014
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
Expenses:
 
 
 
 
 
Cost of services
81.1

 
79.6

 
80.1

Gain related to divestitures
(0.7
)
 

 

Rent—cost of services
7.5

 
6.6

 
4.7

General and administrative expense
4.2

 
4.8

 
5.5

Depreciation and amortization
2.3

 
2.1

 
2.6

Total expenses
94.4

 
93.1

 
92.9

Income from operations
5.6

 
6.9

 
7.1

Other income (expense):
 
 
 
 
 
Interest expense
(0.4
)
 
(0.2
)
 
(1.3
)
Interest income
0.1

 
0.1

 

Other expense, net
(0.3
)
 
(0.1
)
 
(1.3
)
Income before provision for income taxes
5.3

 
6.8

 
5.8

Provision for income taxes
2.0

 
2.6

 
2.6

   Net income
3.3

 
4.2

 
3.2

Less: net income (loss) attributable to the noncontrolling interests
0.2

 

 
(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, 2015

Revenue
 
 
Year Ended December 31,
 
 
2016
 
2015
 
 
Revenue Dollars
 
Revenue Percentage
 
Revenue Dollars
 
Revenue Percentage
 
 
(Dollars in thousands)
Transitional and skilled services
 
$
1,374,803

 
83.1
%
 
$
1,126,388


83.9
%
Assisted and independent living services
 
123,636

 
7.5
%
 
88,129


6.6
%
Home health and hospice services:
 
 
 
 
 



Home health
 
60,326

 
3.6

 
47,955


3.6

Hospice
 
55,487

 
3.4

 
42,401


3.2

Total home health and hospice services
 
115,813

 
7.0

 
90,356


6.8

All other (1)
 
40,612

 
2.4

 
36,953


2.7

Total revenue
 
$
1,654,864

 
100.0
%
 
$
1,341,826


100.0
%
(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%, mainly attributable to the increase in patient days, revenue per patient day and the impacts of acquisitions. Assisted and independent living services increased by $35.5 million, 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 hospice services revenue increased by $25.5 million, or 28.2%, mainly due to an increase in volume and average daily census in existing agencies combined with acquisitions. Revenue from acquisitions increased consolidated revenue by $271.4 million in 2016 when comparing to 2015.


81


Transitional and Skilled Services
 
Year Ended December 31,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Transitional and skilled revenue
$
1,374,803

 
$
1,126,388

 
$
248,415

 
22.1
 %
Number of facilities at period end
149

 
131

 
18

 
13.7
 %
Number of campuses at period end*
21


15

 
6

 
40.0
 %
Actual patient days
4,620,735

 
3,873,409

 
747,326

 
19.3
 %
Occupancy percentage — Operational beds
75.4
%
 
77.6
%
 
 
 
(2.2
)%
Skilled mix by nursing days
30.9
%
 
30.4
%
 
 
 
0.5
 %
Skilled mix by nursing revenue
52.5
%
 
52.6
%
 
 
 
(0.1
)%
 
Year Ended December 31,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
898,385

 
$
871,450

 
$
26,935

 
3.1
 %
Number of facilities at period end
85

 
85

 

 
 %
Number of campuses at period end*
12

 
12

 

 
 %
Actual patient days
2,930,232

 
2,964,185

 
(33,953
)
 
(1.1
)%
Occupancy percentage — Operational beds
78.4
%
 
79.9
%
 
 
 
(1.5
)%
Skilled mix by nursing days
30.1
%
 
30.2
%
 
 
 
(0.1
)%
Skilled mix by nursing revenue
51.3
%
 
52.5
%
 
 
 
(1.2
)%
 
Year Ended December 31,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
173,559

 
$
164,128

 
$
9,431

 
5.7
%
Number of facilities at period end
23

 
23

 

 
%
Actual patient days
578,178

 
569,801

 
8,377

 
1.5
%
Occupancy percentage — Operational beds
72.9
%
 
71.8
%
 
 
 
1.1
%
Skilled mix by nursing days
33.4
%
 
32.2
%
 
 
 
1.2
%
Skilled mix by nursing revenue
55.4
%
 
54.7
%
 
 
 
0.7
%
 
Year Ended December 31,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
302,237

 
$
83,693

 
$
218,544

 
NM
Number of facilities at period end
41

 
22

 
19

 
NM
Number of campuses at period end*
9

 
3

 
6

 
NM
Actual patient days
1,109,081

 
303,686

 
805,395

 
NM
Occupancy percentage — Operational beds
69.7
%
 
69.1
%
 


 
NM
Skilled mix by nursing days
31.7
%
 
30.9
%
 
 

 
NM
Skilled mix by nursing revenue
54.4
%
 
51.3
%
 
 

 
NM

82


 
Year Ended December 31,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Facility Closed(4):
 
 
 
 
 
 
 
Skilled nursing revenue
$
622

 
$
7,117

 
$
(6,495
)
 
NM
Actual patient days
3,244

 
35,737

 
(32,493
)
 
NM
Occupancy percentage — Operational beds
70.7
%
 
71.5
%
 
 
 
NM
Skilled mix by nursing days
9.6
%
 
12.7
%
 
 
 
NM
Skilled mix by nursing revenue
14.9
%
 
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 living services 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%, and Medicaid 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 Medicaid revenue per patient day driven by the quality improvement program, the add-on to the reimbursement rate in California and the supplemental programs 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 in managed 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 in Medicare 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 days of 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 revenue per patient day.
Transitional and skilled services revenue generated by Recently Acquired Facilities increased by approximately $218.5 million. Between January 1, 2015 and 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, we anticipate generally lower overall occupancy during years of growth for our turnaround acquisitions. In the future, if we acquire additional turnaround operations into our overall portfolio, we expect this trend to continue. Accordingly, we anticipate our overall occupancy will vary from quarter to quarter based upon the maturity 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.


83


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 daily rate:
 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
586.51

 
$
565.20

 
$
566.32

 
$
555.33

 
$
491.49

 
$
475.51

 
$
556.89

 
$
555.50

Managed care
424.70

 
419.83

 
468.01

 
460.21

 
409.95

 
414.14

 
428.53

 
427.16

Other skilled
469.31

 
456.62

 
351.10

 
330.83

 
386.66

 
431.42

 
441.86

 
436.41

Total skilled revenue
506.09

 
497.24

 
486.30

 
478.11

 
452.55

 
449.07

 
490.18

 
490.07

Medicaid
208.41

 
195.44

 
195.57

 
185.31

 
174.45

 
188.54

 
198.92

 
193.04

Private and other payors
204.33

 
190.12

 
198.11

 
199.83

 
182.50

 
198.94

 
197.87

 
192.04

Total skilled nursing revenue
$
297.83

 
$
285.92

 
$
292.88

 
$
281.25

 
$
263.74

 
$
270.38

 
$
288.93

 
$
283.31


Medicare daily rates at Same Facilities increased by 3.8%. The increase was attributable to a 2.4% net market basket increase, which went into effect in October 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 was impacted 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 the supplemental 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 we receive at our affiliated skilled nursing facilities over various periods. The following tables set forth our percentage of skilled nursing patient revenue and days by payor source:
 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
27.2
%
 
29.6
%
 
23.4
%
 
23.9
%
 
32.2
%
 
29.1
%
 
27.8
%
 
28.6
%
Managed care
16.1

 
15.7

 
26.1

 
25.6

 
18.5

 
16.5

 
17.9

 
17.2

Other skilled
8.0

 
7.2

 
5.9

 
5.2

 
3.7

 
5.7

 
6.8

 
6.8

Skilled mix
51.3

 
52.5

 
55.4

 
54.7

 
54.4

 
51.3

 
52.5

 
52.6

Private and other payors
8.3

 
8.0

 
7.2

 
8.3

 
9.7

 
9.8

 
8.5

 
8.2

Quality mix
59.6

 
60.5

 
62.6

 
63.0

 
64.1

 
61.1

 
61.0

 
60.8

Medicaid
40.4

 
39.5

 
37.4

 
37.0

 
35.9

 
38.9

 
39.0

 
39.2

Total skilled nursing
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


84


 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
13.7
%
 
14.9
%
 
12.1
%
 
12.1
%
 
17.3
%
 
16.6
%
 
14.4
%
 
14.6
%
Managed care
11.3

 
10.7

 
16.3

 
15.6

 
11.9

 
10.7

 
12.0

 
11.4

Other skilled
5.1

 
4.6

 
5.0

 
4.5

 
2.5

 
3.6

 
4.5

 
4.4

Skilled mix
30.1

 
30.2

 
33.4

 
32.2

 
31.7

 
30.9

 
30.9

 
30.4

Private and other payors
12.3

 
12.0

 
10.6

 
11.7

 
14.0

 
13.3

 
12.5

 
12.1

Quality mix
42.4

 
42.2

 
44.0

 
43.9

 
45.7

 
44.2

 
43.4

 
42.5

Medicaid
57.6

 
57.8

 
56.0

 
56.1

 
54.3

 
55.8

 
56.6

 
57.5

Total skilled nursing
100.0
%
 
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
 
% Change
Revenue
123,636

 
88,129

 
$
35,507

 
40.3
%
Number of facilities at period end
40

 
40

 

 
%
Number of campuses at period end
21

 
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 between January 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 services
55,487

 
42,401

 
13,086

 
30.9

Total 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 Census
905

 
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 $23.1 million, or 30.7%. The increase in revenue is primarily due to the increase in volume, average daily census and average Medicare revenue per completed episode in 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.


85


Cost of Services

The 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 in thousands):
 
 
Year Ended December 31,
 
 
2016
 
2015
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice
 
All Other
 
Total
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice
 
All Other
 
Total
Cost of service
 
$
1,130,691

 
$
78,872

 
$
96,753

 
$
35,498

 
$
1,341,814

 
$
902,352


$
57,396


$
74,557


$
33,389

 
$
1,067,694


Consolidated 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 Acquired Facilities 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 increase are start-up costs related to newly constructed post-acute care campuses, additional costs related to our new labor management system roll-out and increases in health, 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 the decrease 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 operational growth. 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 in labor 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 acquired during 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 to start-up and transitioning operations. We have generally experienced higher costs due to the addition of resources at our newly acquired and start-up agencies.


86


Gain 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 the charges 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 related to 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 total revenue 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 primarily due to our operational growth during 2016, coupled with an increase in expenses incurred to acquire new operations and additional share-based compensation expense 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 amortization expense 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 as a result of our newly acquired operations of $6.2 million. Of the increase at Recently Acquired Facilities, $1.6 million represented amortization expense of patient base 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%. The increase 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 includes the 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 the same 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, 2014

Revenue
 
 
Year Ended December 31,
 
 
2015
 
2014
 
 
Revenue Dollars
 
Revenue Percentage
 
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

 
4.8

Home health and hospice services:
 

 

 
 
 
 
Home health
 
47,955

 
3.6

 
29,577

 
2.9

Hospice
 
42,401

 
3.2

 
24,939

 
2.4

Total home health and hospice services
 
90,356

 
6.8

 
54,516

 
5.3

All other (1)
 
36,953

 
2.7

 
22,572

 
2.2

Total 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%, mainly attributable to the increase in operational level occupancy, revenue per patient day skilled mix and the impact of acquisitions. Assisted and independent living revenue 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 independent living 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 increased consolidated revenue by $233.8 million in 2015 compared to 2014.


87


Transitional and Skilled Services
 
Year Ended December 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Total Facility Results:
 
 
 
 
 
 
 
Transitional and skilled revenue
$
1,126,388

 
$
901,470

 
$
224,918

 
25.0
%
Number of facilities at period end
131

 
108

 
23

 
21.3
%
Number of campuses at period end*
15

 
12

 
3

 
25.0
%
Actual patient days
3,873,409

 
3,306,296

 
567,113

 
17.2
%
Occupancy percentage — Operational beds
77.6
%
 
77.3
%
 
 
 
0.3
%
Skilled mix by nursing days
30.4
%
 
27.6
%
 
 
 
2.8
%
Skilled mix by nursing revenue
52.6
%
 
50.8
%
 
 
 
1.8
%

 
Year Ended December 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Same Facility Results(1):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
856,276

 
$
803,173

 
$
53,103

 
6.6
%
Number of facilities at period end
82

 
82

 

 
%
Number of campuses at period end*
11

 
11

 

 
%
Actual patient days
2,909,817

 
2,900,145

 
9,672

 
0.3
%
Occupancy percentage — Operational beds
80.8
%
 
80.0
%
 
 
 
0.8
%
Skilled mix by nursing days
30.3
%
 
28.4
%
 
 
 
1.9
%
Skilled mix by nursing revenue
52.9
%
 
51.7
%
 
 
 
1.2
%
 
Year Ended December 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Transitioning Facility Results(2):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
66,823

 
$
61,955

 
$
4,868

 
7.9
%
Number of facilities at period end
12

 
12

 

 
%
Number of campuses at period end*
1

 
1

 

 
%
Actual patient days
271,918

 
271,629

 
289

 
0.1
%
Occupancy percentage — Operational beds
64.1
%
 
62.9
%
 
 
 
1.2
%
Skilled mix by nursing days
20.9
%
 
19.1
%
 
 
 
1.8
%
Skilled mix by nursing revenue
42.5
%
 
40.2
%
 
 
 
2.3
%
 
Year Ended December 31,
 
 
 
 
 
2015
 
2014
 
 
 
 
 
(Dollars in thousands)
 
Change
 
% Change
Recently Acquired Facility Results(3):
 
 
 
 
 
 
 
Transitional and skilled revenue
$
203,289

 
$
36,342

 
$
166,947

 
NM
Number of facilities at period end
37

 
15

 
22

 
NM
Number of campuses at period end*
3

 

 
3

 
NM
Actual patient days
691,674

 
134,522

 
557,152

 
NM
Occupancy percentage — Operational beds
71.7
%
 
61.1
%
 
 
 
NM
Skilled mix by nursing days
34.2
%
 
28.7
%
 
 
 
NM
Skilled mix by nursing revenue
54.9
%
 
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 independent living 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.


88


Transitional 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%, and Medicaid 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% increase in 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 Medicare revenue 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 May 2015 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 total patient 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, we have 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, we anticipate generally lower overall occupancy during years of growth. In the future, if we acquire additional facilities into our overall portfolio, we expect this trend to 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 and skilled 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 daily rate:
 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Skilled Nursing Average Daily Revenue Rates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
$
568.08

 
$
556.11

 
$
485.63

 
$
462.51

 
$
524.90

 
$
542.66

 
$
555.50

 
$
549.12

Managed care
419.39

 
412.26

 
462.72

 
456.88

 
443.60

 
448.43

 
427.16

 
416.74

Other skilled
456.62

 
447.26

 
331.93

 
253.00

 
361.20

 
321.73

 
436.41

 
437.08

Total skilled revenue
497.93

 
491.22

 
476.58

 
460.42

 
463.92

 
446.07

 
490.07

 
487.55

Medicaid
194.26

 
180.40

 
176.59

 
166.35

 
195.14

 
187.52

 
193.04

 
179.45

Private and other payors
193.90

 
189.28

 
145.30

 
149.56

 
209.51

 
209.85

 
192.04

 
185.79

Total skilled nursing revenue
$
286.65

 
$
269.72

 
$
234.36

 
$
219.98

 
$
288.53

 
$
264.21

 
$
283.31

 
$
265.41


Medicare daily rates at Same Facilities and Transitioning Facilities increased by 2.2% and 5.0%, respectively. The increases were impacted by a 1.2% net market 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. In addition, 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 the supplemental payment program in the state of Texas, as well as quality improvement program from the states of Arizona and California.


89


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 we receive at our affiliated skilled nursing facilities over various periods. The following tables set forth our percentage of skilled nursing patient revenue and days by payor source:
 
Year Ended December 31,
 
Same Facility
 
Transitioning
 
Acquisitions
 
Total
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Percentage of Skilled Nursing Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
29.6
%
 
30.2
%
 
27.5
%
 
25.8
%
 
25.1
%
 
18.7
%
 
28.6
%
 
29.4
%
Managed care
15.9

 
15.1

 
14.8

 
14.4

 
23.3

 
20.9

 
17.2

 
15.3

Other skilled
7.4

 
6.4

 
0.2

 

 
6.5

 
8.9

 
6.8

 
6.1

Skilled mix
52.9


51.7

 
42.5


40.2

 
54.9


48.5

 
52.6

 
50.8

Private and other payors
8.1

 
9.0

 
9.7

 
11.4

 
8.0

 
8.6

 
8.2

 
9.1

Quality mix
61.0

 
60.7

 
52.2

 
51.6

 
62.9

 
57.1

 
60.8

 
59.9

Medicaid
39.0

 
39.3

 
47.8

 
48.4

 
37.1

 
42.9

 
39.2

 
40.1

Total skilled nursing
100.0
%
 
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
 
2014
Percentage of Skilled Nursing Days:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicare
14.9
%
 
14.6
%
 
13.3
%
 
12.2
%
 
13.8
%
 
9.1
%
 
14.6
%
 
14.2
%
Managed care
10.8

 
9.9

 
7.5

 
6.9

 
15.2

 
12.3

 
11.4

 
9.7

Other skilled
4.6

 
3.9

 
0.1

 

 
5.2

 
7.3

 
4.4

 
3.7

Skilled mix
30.3


28.4

 
20.9


19.1

 
34.2


28.7

 
30.4

 
27.6

Private and other payors
12.1

 
12.8

 
15.6

 
16.8

 
11.0

 
10.9

 
12.1

 
13.1

Quality mix
42.4

 
41.2

 
36.5

 
35.9

 
45.2

 
39.6

 
42.5

 
40.7

Medicaid
57.6

 
58.8

 
63.5

 
64.1

 
54.8

 
60.4

 
57.5

 
59.3

Total skilled nursing
100.0
%
 
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
 
% Change
Revenue
88,129

 
48,848

 
$
39,281

 
80.4
 %
Number of facilities at period end
40

 
15

 
25

 
166.7
 %
Number of campuses at period end
15

 
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 monthly revenue per unit coupled with the addition of 31 assisted and independent living operations in seven states between January 1, 2014 and December 31, 2015. The decrease in occupancy is due to acquisitions of assisted and living facilities with lower occupancy rates.

Home Health and Hospice Services

90


 
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 services
42,401

 
24,939

 
17,462

 
70.0

Total 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 Census
679

 
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 $29.1 million, 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 and December 31, 2015.

Cost of Services

The 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 in thousands):

 
 
Year Ended December 31,
 
 
2015
 
2014
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice
 
All Other
 
Total
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice
 
All Other
 
Total
Cost of service
 
$
902,352


$
57,396


$
74,557


$
33,389

 
$
1,067,694

 
$
723,998

 
$
32,684

 
$
43,497

 
$
22,490

 
$
822,669


Consolidated 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 Acquired Facilities of $142.2 million and organic operational growth. Cost of revenue decreased slightly as a percentage of revenue. The largest component of cost of services 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 insurance expenses.

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
)%


91


Cost 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 labor costs.

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 acquired during 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 to start-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 revenue increased 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 the Spin-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 12 months 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 the Spin-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 administrative expense 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 incurred in connection with the Spin-Off. Excluding these costs, general and administrative expense as a percentage of revenue was 4.7% in 2014. The increase was primarily due to the operational growth during 2015 and the addition of resources in our post acute continuum team working on bundled payments, value-based programs 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 amortization expense 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 in connection with the Spin-Off, offset by additional depreciation incurred as a result of our newly acquired operations of $6.9 million. Included in the depreciation and amortization associated with our newly acquired operations is $1.0 million of amortization expense of patient base intangible assets which are amortized over four 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 the effect 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 for 2014 was negatively impacted by charges of $14.8 million in connection with the Spin-Off, which included permanent non-deductible transaction costs. These costs did not recur in 2015.

92


Liquidity and Capital Resources
Our primary sources of liquidity have historically been derived from our cash flows from operations and long-term debt secured by our real property and our revolving credit facilities.
Historically, we have financed the majority of our acquisitions primarily through financing of our operating subsidiaries through mortgages, our revolving credit 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 ended December 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 and 2014, 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 cash balances, 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 12 months.

We may in the future seek to raise additional capital to fund growth, capital renovations, operations and other business activities, but such additional capital may 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. In addition, as of December 31, 2016, we held debt security investments of approximately $35.2 million, which were split between AA, A and BBB+ rated securities. 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 of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. 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 of our 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 in market 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

 
$
84,880

Net cash used in investing activities
(210,636
)
 
(168,538
)
 
(172,851
)
Net cash provided by financing activities
152,885

 
126,330

 
72,624

Net increase (decrease) in cash and cash equivalents
16,137

 
(8,839
)
 
(15,347
)
Cash and cash equivalents at beginning of period
41,569

 
50,408

 
65,755

Cash and cash equivalents at end of period
$
57,706

 
$
41,569

 
$
50,408

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Net 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 in accounts receivable collections and payments of the other operating assets and liabilities such as accounts payable and other accrued expenses. Operating activities for 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 increase in 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. In addition, capital expenditures increased by $5.7 million. The increase in capital expenditures in 2016 resulted from our continued investments in connection with constructing 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 proceeds from our amendment of the credit facilities during the year ended December 31, 2016, partially offset by an increase in long-term debt repayments of $345.1 million and by the repurchases of common stock of $30.0 million.
Years Ended December 31, 2015 Compared to Years Ended December 31, 2014

93


Net cash provided by operating activities in 2015 decreased by $51.5 million. The decrease was primarily due to an increase in accounts receivable due to acquisitions which resulted in delayed timing of the receipt of payments for services provided to patients due to federal and state processing of licensure, offset by the timing of the other operating assets and liabilities such as payment of accounts payable and other accrued expenses and improved operating results in 2015. We also 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 asset acquisitions, 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 lease agreements of $2.7 million. The increase in capital expenditures in 2015 resulted from our continued investments to constructing new facilities in existing and new markets 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 stock offering 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 cash outflows related to the Spin-Off during the year ended December 31, 2014 that did not recur in 2015.
Principal Debt Obligations and Capital Expenditures

Total 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

 
$
270,125

Mortgage loan and promissory notes
68,245

 
66,117

 
3,390

 
14,671

 
14,032

Total
$
207,692

 
$
259,306

 
$
68,390

 
$
99,671

 
$
284,157


The following table represents our cumulative growth from 2009 to the present:
 
December 31,
 
2009
 
2010
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
Cumulative number of skilled nursing, assisted and independent living facilities
77

 
82

 
102

 
108

 
119

 
136

 
186

 
210

Cumulative number of home health, home care and hospice agencies
1

 
3

 
7

 
10

 
16

 
25

 
32

 
39

Cumulative number of urgent care centers

 

 

 
3

 
7

 
14

 
17

 


Credit Facility with a Lending Consortium Arranged by SunTrust
We 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 the second amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase the aggregate 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 will mature on February 5, 2021 and amortize in equal quarterly installments, in an aggregate annual amount equal to 5.0% per annum of the original principal amount. The interest rates and commitment fee applicable to the Second Amended Credit Facility are similar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms and conditions of the Amended Credit 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 Amended Credit Facility). Under the Amended Credit Facility, we may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $150.0 million. 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% 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, we will pay a commitment fee on the unused portion of the commitments under the Amended Credit Facility that will range from 0.3% to 0.5% per annum, depending on the Consolidated Total Net Debt to

94


Consolidated EBITDA ratio of the Company and our subsidiaries. We are permitted to prepay all or any portion of the loans under the Amended Credit Facility prior 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 operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Under the Credit Facility, we must comply with financial maintenance covenants to be 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 current fiscal 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 of lenders 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, the Consolidated 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 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 below 2.75:1.00 for two consecutive fiscal quarters, or our liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable. 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 as short-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 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 applicable to 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 margin ranging 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 the agreement. 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% to 0.50% per annum, depending on the debt to Consolidated EBITDA ratio of the Company and our operating subsidiaries. Loans made under the Credit Facility are not 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 outstanding borrowings 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 personal property. Under the Credit Facility, we must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to consolidated EBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and our operating subsidiaries 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 above 2.50:1.00 for two consecutive fiscal quarters, or our 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 debt to consolidated EBITDA ratio is below 2.50:1.00 for two consecutive fiscal quarters, or our liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable.

As of February 6, 2017, there was approximately $300.0 million outstanding under the Credit Facility.

Mortgage Loans and Promissory Note

We have outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loans are insured with the U.S. Department of Housing and Urban Development (HUD), which subjects our operating subsidiaries to HUD oversight and periodic inspections. The mortgage 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 after the 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% per year 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 33 years. 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 personal property used in the operation of the facilities. As of December 31, 2016, our operating subsidiaries had $14.0 million outstanding under the mortgage loans and note, of which $0.6 million is classified as short-term and the remaining $13.4 million is classified as long-term.

95


Contractual Obligations, Commitments and Contingencies

The following table sets forth our principal contractual obligations and commitments as of December 31, 2016, including the future periods in which payments 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

 
$
1,840,186

Long-term debt obligations
 
$
8,129

 
$
8,178

 
$
8,208

 
$
8,241

 
$
240,900

 
$
10,501

 
$
284,157

Interest payments on long-term debt
 
$
523

 
$
515

 
$
485

 
$
452

 
$
418

 
$
3,186

 
$
5,579

Total
 
$
145,899

 
$
148,904

 
$
148,544

 
$
147,884

 
$
379,816

 
$
1,158,875

 
$
2,129,922

Not 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 included in this Annual Report.
We lease from CareTrust REIT, Inc. (CareTrust) real property associated with 93 affiliated skilled nursing, assisted living and independent living facilities used 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 pool of properties, that have varying maturities and diversity in property geography. Under each master lease, our individual subsidiaries that operate those properties are the tenants and CareTrust's individual subsidiaries that own the properties subject to the Master Leases are the landlords. The rent structure under the Master Leases 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) or 2.5%.
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 is terminated 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 through the 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) all impositions 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 or appropriate for the leased properties and the business conducted on the leased properties, (3) all insurance required in connection with the leased properties and the business conducted on the leased properties, (4) all facility maintenance and repair costs and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases was approximately $56.3 million, $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 we elect 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 a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. As of December 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 serve the residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, we entered into an agreement with our 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 the applicable 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 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 ranging from five to 20 years. We have 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 annual escalation equal to the percentage change in the Consumer

96


Price Index with a stated cap percentage. In addition, we lease certain of our equipment under non-cancelable operating leases with initial terms ranging from three to five years. Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense, inclusive of straight-line rent adjustments and 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 and 2014, respectively.
Twenty-two of our affiliated facilities, excluding the facilities that are operated under the Master Leases from CareTrust, are operated under five separate master 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 same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of our 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 master lease portfolio and could trigger cross-default provisions in our outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition 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 was scheduled 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 by the 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 with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. We are not aware of any defaults as of December 31, 2016.
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 was confirmed in March 2007. The investigation was prompted by a whistleblower complaint, and related primarily to claims submitted to the Medicare program for rehabilitation services provided at skilled 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 Financial Statements.
Inflation

We have historically derived a substantial portion of our revenue from the Medicare program. We also derive revenue from state Medicaid and similar reimbursement programs. Payments under these programs generally provide for reimbursement levels that are adjusted for inflation annually based upon the state’s fiscal 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, such adjustments 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 and when labor shortages occur in the marketplace. To date, we have generally been able to implement cost control measures or obtain increases in reimbursement sufficient to offset increases in these expenses. We may not be successful in offsetting future cost increases.

Off-Balance Sheet Arrangements

As of December 31, 2016, we had approximately $2.3 million on our credit facility of borrowing capacity pledged as collateral to secure outstanding letters of credit.


97


Item 7A.        Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk. We are exposed to risks associated with market changes in interest rates. Our credit facility exposes us to variability in interest payments due to changes in LIBOR interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our mortgages and promissory notes 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 to make early repayment prior to a cutoff date. Where prepayment is permitted, we are generally allowed to make prepayments only at a premium which is often designed 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 maturity at 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 Amended Credit 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 quarterly installments, 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 base rate 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 credit facility discussed in Item 7 of this Annual Report under the heading “Liquidity and Capital Resources.” Our exposure to fluctuations in interest rates may increase or 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 as short-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 is classified 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. In addition, as of December 31, 2016, we held debt security investments of approximately $35.2 million, which were split between AA, A, and BBB+ rated securities. 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 of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. 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 of our 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 in market 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 after that date. If we diversify our investment portfolio into securities and other investment alternatives, we may face increased risk and exposures as a result of interest risk and the securities markets in general.

Item 8. Financial Statements and Supplementary Data

Quarterly 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 ended December 31, 2016. The unaudited quarterly consolidated information has been derived from our unaudited quarterly financial statements on Forms 10-Q, which were prepared on the same basis as our audited consolidated financial statements. You should read the following table presenting our quarterly consolidated results of operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. The operating results for any quarter are not necessarily indicative of the operating results for any future period.

98


 
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

 
$
306,529

Cost of services
355,997

 
348,971

 
330,538

 
306,308

 
297,401

 
280,545

 
248,292

 
241,456

Total expenses
397,365

 
408,025

 
390,708

 
366,919

 
348,818

 
329,498

 
289,072

 
281,355

Income from operations
35,683

 
20,040

 
19,809

 
16,315

 
24,337

 
21,588

 
21,984

 
25,174

Net income
$
21,006

 
$
11,184

 
$
11,363

 
$
9,290

 
$
14,437

 
$
13,159

 
$
13,233

 
$
15,088

Income (loss) attributable to noncontrolling interests
2,669

 
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

 
$
15,170

Net income per share attributable to The Ensign Group, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.36

 
$
0.22

 
$
0.23

 
$
0.18

 
$
0.27

 
$
0.26

 
$
0.26

 
$
0.32

Diluted
$
0.35

 
$
0.21

 
$
0.22

 
$
0.18

 
$
0.26

 
$
0.25

 
$
0.25

 
$
0.31

Weighted average common shares outstanding(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
50,724

 
50,541

 
50,274

 
50,679

 
51,308

 
51,144

 
50,948

 
47,816

Diluted
52,231

 
52,045

 
51,931

 
52,334

 
53,193

 
53,070

 
52,866

 
49,652

 (

The 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 Disclosures

None.

Item 9A. Controls and Procedures

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 
 
The Company maintains disclosure controls and procedures that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily 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 and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, and to ensure that information required to be disclosed is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial 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 Reporting

 
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

99



 
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered 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 Report on 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. Their report is set forth below.

(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, that occurred during 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 Firm

To the Board of Directors and Stockholders of The Ensign Group, Inc.
Mission Viejo, California

We have audited the internal control over financial reporting of The Ensign Group, Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on 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 internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express 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 that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in 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 principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of 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 the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

100



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements 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 an unqualified opinion on those financial statements and financial statement schedule.


/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California February 8, 2017

Item 9B.        Other Information
None.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance

The 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 our Board 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 to satisfy 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 such information on our website, at the address specified above.

Item 11. Executive Compensation

The 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 Matters

The 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 Independence

The 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 Services

The 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 Schedules

 
The following documents are filed as a part of this report:

 
(a) (1) Financial Statements:
 
        

101


The 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.

102


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
THE ENSIGN GROUP, INC.
 
 
 
February 8, 2017
BY: 
/s/ SUZANNE D. SNAPPER  
 
 
Suzanne D. Snapper 
 
 
Chief Financial Officer (Principal Financial Officer and Duly Authorized 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 Registrant in 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, 2017
Christopher R. Christensen
 
 
 
 
 
 
 
 
 
/s/  SUZANNE D. SNAPPER
 
Chief Financial Officer (principal financial and accounting officer)
 
February 8, 2017
Suzanne D. Snapper
 
 
 
 
 
 
 
 
 
/s/  ROY E. CHRISTENSEN
 
Chairman of the Board
 
February 8, 2017
Roy E. Christensen
 
 
 
 
 
 
 
 
 
/s/  ANTOINETTE T. HUBENETTE
 
Director
 
February 8, 2017
Antoinette T. Hubenette
 
 
 
 
 
 
 
 
 
/s/  JOHN G. NACKEL
 
Director
 
February 8, 2017
John G. Nackel
 
 
 
 
 
 
 
 
 
/s/  DAREN J. SHAW
 
Director
 
February 8, 2017
Daren J. Shaw
 
 
 
 
 
 
 
 
 
/s/  LEE A. DANIELS
 
Director
 
February 8, 2017
Lee A. Daniels
 
 
 
 
 
 
 
 
 
/s/  BARRY M. SMITH
 
Director
 
February 8, 2017
Barry M. Smith
 
 
 
 


103


THE ENSIGN GROUP, INC.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES



104


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
To the Board of Directors and Stockholders of
The Ensign Group, Inc.
Mission Viejo, California

 
We have audited the accompanying consolidated balance sheets of The Ensign Group, Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and the financial statement 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 that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable 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. and subsidiaries 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 December 31, 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 forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 8, 2017 expressed an unqualified opinion on the Company's internal control over financial reporting.
 

 
/s/  DELOITTE & TOUCHE LLP

 
Costa Mesa, California
February 8, 2017


105


THE ENSIGN GROUP, INC.
CONSOLIDATED BALANCE SHEETS

 
December 31,
 
2016
 
2015
 
(In thousands, except par values)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
57,706

 
$
41,569

Accounts receivable—less allowance for doubtful accounts of $39,791 and $30,308 at December 31, 2016 and December 31, 2015, respectively
244,433

 
209,026

Investments—current
11,550

 
2,004

Prepaid income taxes
302

 
8,141

Prepaid expenses and other current assets
19,871

 
18,827

Total current assets
333,862

 
279,567

Property and equipment, net
484,498

 
299,633

Insurance subsidiary deposits and investments
23,634

 
32,713

Escrow deposits
1,582

 
400

Deferred tax asset
23,073

 
20,852

Restricted and other assets
12,614

 
9,631

Intangible assets, net
35,076

 
45,431

Goodwill
67,100

 
40,886

Other indefinite-lived intangibles
19,586

 
18,646

Total assets
$
1,001,025

 
$
747,759

Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
38,991

 
$
36,029

Accrued wages and related liabilities
84,686

 
78,890

Accrued self-insurance liabilities—current
21,359

 
18,122

Other accrued liabilities
58,763

 
46,205

Current maturities of long-term debt
8,129

 
620

Total current liabilities
211,928

 
179,866

Long-term debt—less current maturities
275,486

 
99,051

Accrued self-insurance liabilities—less current portion
43,992

 
37,881

Deferred rent and other long-term liabilities
9,124

 
3,976

Total liabilities
540,530

 
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 at December 31, 2016, respectively, and 51,918 and 51,370 shares issued and outstanding at December 31, 2015, respectively (Note 3)
52

 
51

Additional paid-in capital (Note 3)
252,493

 
235,076

Retained earnings
235,021

 
193,420

Common 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' equity
456,449

 
427,324

Non-controlling interest
4,046

 
(339
)
Total equity
460,495

 
426,985

Total liabilities and equity
$
1,001,025

 
$
747,759

See accompanying notes to consolidated financial statements.

106


THE ENSIGN GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME

 
Year Ended December 31,
 
2016

2015
 
2014
 
(In thousands, except per share data)
Revenue
$
1,654,864

 
$
1,341,826

 
$
1,027,406

Expense:
 
 
 
 
 
Cost of services
1,341,814

 
1,067,694

 
822,669

Gain related to divestitures (Note 18 and 19)
(11,225
)
 

 

Rent—cost of services (Note 18)
124,581

 
88,776

 
48,488

General and administrative expense
69,165

 
64,163

 
56,895

Depreciation and amortization
38,682

 
28,111

 
26,430

Total expenses
1,563,017

 
1,248,744

 
954,482

Income from operations
91,847

 
93,082

 
72,924

Other income (expense):
 
 
 
 
 
Interest expense
(7,136
)
 
(2,828
)
 
(12,976
)
Interest income
1,107

 
845

 
594

Other expense, net
(6,029
)
 
(1,983
)
 
(12,382
)
Income before provision for income taxes
85,818

 
91,099

 
60,542

Provision for income taxes
32,975

 
35,182

 
26,801

Net income
52,843

 
55,917

 
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853


485

 
(2,209
)
Net income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

Net income per share attributable to The Ensign Group, Inc.:

 
 

 
 
Basic
$
0.99

 
$
1.10

 
$
0.80

Diluted
$
0.96

 
$
1.06

 
$
0.78

Weighted average common shares outstanding:
 
 
 
 
 
Basic
50,555

 
50,316

 
44,682

Diluted
52,133

 
52,210

 
46,190

 
 
 
 
 
 
Dividends per share
$
0.1625

 
$
0.1525

 
$
0.1425

See accompanying notes to consolidated financial statements.

107


THE ENSIGN GROUP, INC.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Net income
52,843

 
55,917

 
33,741

Other comprehensive income, net of tax:
 
 
 
 
 
Unrealized gain on interest rate swap, net of income tax provision of $78 for the years ended December 31, 2014.

 

 
89

Reclassification of derivative loss to income, net of income tax benefit of $638 for the year ended December 31, 2014.

 

 
1,023

Comprehensive income
52,843

 
55,917

 
34,853

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
Comprehensive income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
37,062


See accompanying notes to consolidated financial statements.


108


THE ENSIGN GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
Common Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Non-Controlling Interest
 
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
Total
 
 
Balance - January 1, 2014
22,113

 
22

 
101,364

 
257,502

 
237

 
(1,680
)
 
(1,112
)
 
1,161

 
357,257

Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards
415

 

 
3,475

 

 
(87
)
 
370

 

 

 
3,845

Issuance of restricted stock to employees
63

 

 

 

 

 

 

 

 

Dividends declared

 

 

 
(6,441
)
 

 

 

 

 
(6,441
)
Employee stock award compensation

 

 
5,190

 

 

 

 

 

 
5,190

Excess tax benefit from share-based compensation

 

 
4,264

 

 

 

 

 

 
4,264

Net loss attributable to noncontrolling interest

 

 

 

 

 

 

 
(2,209
)
 
(2,209
)
Distribution of net assets to CareTrust (Note 23)

 

 

 
(141,165
)
 

 

 

 

 
(141,165
)
Net Income attributable to the Ensign Group, Inc.

 

 

 
35,950

 

 

 

 

 
35,950

Termination of swap and other comprehensive income

 

 

 

 

 

 
1,112

 

 
1,112

Balance - December 31, 2014
22,591

 
$
22

 
$
114,293

 
$
145,846

 
150

 
$
(1,310
)
 
$

 
$
(1,048
)
 
$
257,803

Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards
255

 

 
2,443

 

 
(27
)
 
87

 

 

 
2,530

Issuance of restricted stock to employees
105

 

 
1,892

 

 

 

 

 

 
1,892

Issuance of common stock through public offering, net of issuance costs
2,734

 
3

 
106,117

 

 

 

 

 

 
106,120

Dividends declared

 

 


 
(7,858
)
 

 

 

 

 
(7,858
)
Employee stock award compensation

 

 
6,677

 

 

 

 

 

 
6,677

Excess tax benefit from share-based compensation

 

 
3,680

 

 

 

 

 

 
3,680

Stock issued to effect stock split
25,685

 
26

 
(26
)
 

 

 

 

 

 

Noncontrolling interest assumed related to acquisition

 

 

 

 

 

 

 
224

 
224

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 
485

 
485

Net Income attributable to the Ensign Group, Inc.

 

 

 
55,432

 

 

 

 

 
55,432

Balance - December 31, 2015
51,370

 
$
51

 
$
235,076

 
$
193,420

 
123

 
$
(1,223
)
 
$

 
$
(339
)
 
$
426,985

Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards
668

 
1

 
4,045

 

 
(55
)
 
106

 

 

 
4,152

Issuance of restricted stock to employees
252

 

 
2,517

 

 

 

 

 

 
2,517

Repurchase 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

 

 

 

 

 

 
7,776

Excess tax benefit from share-based compensation

 

 
3,079

 

 

 

 

 

 
3,079

Noncontrolling interest attributable to subsidiary equity plan (Note 17)

 

 

 
(107
)
 

 

 

 
1,432

 
1,325

Noncontrolling interest assumed related to acquisition

 

 

 

 

 

 

 
100

 
100

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 
2,853

 
2,853

Net Income attributable to the Ensign Group, Inc.

 

 

 
49,990

 

 

 

 

 
49,990

Balance - December 31, 2016
50,838

 
$
52

 
$
252,493

 
$
235,021

 
1,520

 
$
(31,117
)
 
$

 
$
4,046

 
$
460,495

See accompanying notes to consolidated financial statements.

109


THE ENSIGN GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended December 31,
 
2016
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
38,682

 
28,111

 
26,430

Amortization of deferred financing fees
825

 
591

 
687

Fixed assets impairment
137

 

 

Write-off of deferred financing fees
321

 

 

Deferred income taxes
(2,208
)
 
1,251

 
(3,110
)
Provision for doubtful accounts
28,512

 
19,802

 
13,179

Share-based compensation
9,101

 
6,677

 
5,190

Excess tax benefit from share-based compensation
(3,079
)
 
(3,680
)
 
(4,264
)
Loss on extinguishment of debt

 

 
4,067

Loss on termination of interest rate swap

 

 
1,661

(Gain)/loss on disposition of property and equipment
164

 
205

 
100

Gain on sale of urgent care centers
(19,160
)
 

 

Change in operating assets and liabilities
 
 
 
 
 
Accounts receivable
(63,617
)
 
(100,324
)
 
(31,867
)
Prepaid income taxes
7,839

 
(5,149
)
 
6,897

Prepaid expenses and other assets
(1,465
)
 
(10,340
)
 
864

Insurance subsidiary deposits and investments
(467
)
 
(10,785
)
 
(1,533
)
Losses related to operational closures (Note 18)
7,205

 

 

Accounts payable
577

 
1,780

 
7,978

Accrued wages and related liabilities
(4,978
)
 
22,178

 
16,644

Income taxes payable
987

 

 

Other accrued liabilities
12,588

 
21,403

 
6,337

Accrued self-insurance liabilities
8,125

 
5,418

 
1,881

Deferred rent liability
956

 
314

 
(2
)
Net cash provided by operating activities
73,888

 
33,369

 
84,880

Cash 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 acquisitions
400

 
16,153

 
1,000

Increase in restricted cash

 

 
(8,219
)
Use of restricted cash

 
5,082

 
3,137

Cash received from sale of urgent care centers and franchising businesses, net of note receivable
40,734

 
2,000

 
2,000

Cash proceeds from the sale of property and equipment and insurance proceeds
391

 
10

 
24

Restricted and other assets
365

 
(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

 
495,677

Payments 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 options
106

 
87

 
370

Cash retained by CareTrust at separation (Note 23)

 

 
(78,731
)
Issuance of common stock upon exercise of options
6,563

 
4,337

 
3,475

Repurchase of shares of common stock (Note 3)
(30,000
)
 

 

Dividends paid
(8,173
)
 
(7,494
)
 
(6,297
)
Excess tax benefit from share-based compensation
3,181

 
3,700

 
4,280

Prepayment penalty on early retirement of debt

 

 
(2,069
)
Payments of deferred financing costs
(3,278
)
 

 
(12,883
)
Net cash provided by financing activities
152,885

 
126,330

 
72,624

Net increase (decrease) in cash and cash equivalents
16,137

 
(8,839
)
 
(15,347
)
Cash and cash equivalents beginning of period
41,569

 
50,408

 
65,755

Cash and cash equivalents end of period
$
57,706

 
$
41,569

 
$
50,408

See accompanying notes to consolidated financial statements.

110


THE ENSIGN GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)



 
Year Ended December 31,
 
2016
 
2015
 
2014
Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid during the period for:
 
 
 
 
 
Interest
$
6,428

 
$
2,773

 
$
13,511

Income taxes
$
23,163

 
$
35,490

 
$
22,029

Non-cash financing and investing activity:
 
 
 

 
 
Accrued capital expenditures
$
6,828

 
$
4,171

 
$
3,109

Note receivable from sale of urgent care centers and franchising business
$
700

 
$

 
$
2,000

Favorable 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

 
$
3,417


See accompanying notes to consolidated financial statements.


111


THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in thousands, except per share data)

1. DESCRIPTION OF BUSINESS

The 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 historically operated urgent care clinics in Colorado and Washington. The Company completed the sale of its urgent care centers in 2016. The Company's operating subsidiaries, each of which strives to be the operation of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home health, home care, hospice, urgent care and other ancillary services. The Company's operating subsidiaries have a collective capacity of approximately 17,700 operational skilled nursing beds and 4,450 assisted living and independent living units. As of December 31, 2016, the Company owned 50 of its 210 affiliated facilities 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 to purchase 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, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly-owned captive insurance subsidiary (the Captive) that provides some claims-made coverage to the Company’s operating 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, employees and 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 construed as 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 POLICIES
Basis of Presentation — The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, 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 and the 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 a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities 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 of discontinued 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 the presentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, these assets were classified as either current or non-current assets, as applicable.


112

THE 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 assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcare claims 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 values approximate 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 an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-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 their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were 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 Revenue
The Company’s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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 Revenue
The Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees 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 patients under reimbursement 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 Revenue
Medicare Revenue
Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 before completing 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 the Medicare 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, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and

113

THE 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 amounts to 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 in progress 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 estimates revenue 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 Revenue
Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other 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 Revenue
Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. 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 is probable 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 collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.
Cash and Cash Equivalents Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original 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. The Company 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 are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt security investments 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). Leasehold improvements 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 operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying

114

THE 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 operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying 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 of the 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 of 2016. 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 trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized over a 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. Trade names 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 intangible assets 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 not be recoverable.
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit 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 rent payments.
Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location 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 an additional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For all California 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 all facilities 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 of Colorado. Beginning on January 1, 2017, the combined self-insured retention will be $500 per claim, subject to an additional one-time deductible of $750 for California 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 Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. 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 of insured 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 this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individual stop-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, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 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 of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. In all states except

115

THE 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 incurred but 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 the ultimate 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 liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance 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 process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid claims. The self-insured liabilities are based upon estimates, and while management 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 inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net 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 of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no 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 assets and 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 certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates 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 presented within total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result 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 grants and other variables.

Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense for operating leases

116

THE 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 date the 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 for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense.

Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal 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, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles 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 the formal 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 early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated 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 consolidated balance 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 year 2016. 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 substantial doubt 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 Company in 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 certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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’s consolidated financial statements.

In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of the guidance 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 revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance 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 guidance will 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 the new 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. The Company's evaluation of the adoption method and impact to the consolidated financial statements is ongoing and being performed concurrently with the new revenue standard.


117

THE 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 leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 its consolidated 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 impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 this standard 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 a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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 fiscal year 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, using the modified retrospective method.

3. COMMON STOCK
Common Stock Repurchase Program

On November 4, 2015 and February 9, 2016, the Company announced that its Board of Directors authorized two stock repurchase programs, under which the Company 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 to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal 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 repurchase programs expired upon the repurchase of the full authorized amount under the plans. The Company did not have stock repurchase programs in place during the the year ended December 31, 2014.

Common Stock Offering

On February 9, 2015, the Company entered into an underwriting agreement with Wells Fargo Securities, LLC as representative of the underwriters named therein (collectively, the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters 5,000 shares of its common stock and also agreed 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 Stock Offering).

118

THE 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 underwriting discounts and commissions of $5,604, excluding other issuance costs of $357, the Company received net proceeds of $106,474. The Company then used $94,000 of the net proceeds to pay off outstanding amounts under its credit facility.

4. COMPUTATION OF NET INCOME PER COMMON SHARE

Basic net income per share is computed by dividing income from continuing operations attributable to The Ensign Group, Inc. stockholders by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common 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,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
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 share
50,555

 
50,316

 
44,682

Basic 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,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
Net income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted average common shares outstanding
50,555

 
50,316

 
44,682

Plus: incremental shares from assumed conversion (1)
1,578

 
1,894

 
1,508

Adjusted weighted average common shares outstanding
52,133

 
52,210

 
46,190

Diluted 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 years ended December 31, 2016, 2015 and 2014, respectively.

5. FAIR VALUE MEASUREMENTS
Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable 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 for the 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 entity to 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:

119

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
 
December 31,
 
 
2016
 
2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash 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 measured at 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 be recoverable, 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 Maturity

At December 31, 2016 and 2015, the Company had approximately $35,184 and $34,717, respectively, in debt security investments which were classified as held 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 hold these 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 RECEIVABLE

Revenue for the years ended December 31, 2016, 2015 and 2014 is summarized in the following tables:
 
Year Ended December 31,
 
2016
 
2015
 
2014
 
Revenue
 
% of
Revenue
 
Revenue
 
% of
Revenue
 
Revenue
% of
Revenue
Medicaid
$
557,958

 
33.7
%
 
$
458,956

 
34.2
%
 
$
369,106

35.9
%
Medicare
477,019

 
28.8

 
395,503

 
29.5

 
313,144

30.5

Medicaid — skilled
87,517

 
5.3

 
71,905

 
5.4

 
51,157

5.0

Total Medicaid and Medicare
1,122,494

 
67.8

 
926,364

 
69.1

 
733,407

71.4

Managed care
265,508

 
16.0

 
206,770

 
15.4

 
145,796

14.2
%
Private and other payors(1)
266,862

 
16.2

 
208,692

 
15.5

 
148,203

14.4
%
Revenue
$
1,654,864

 
100.0
%
 
$
1,341,826

 
100.0
%
 
$
1,027,406

100.0
%
(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
 
2015
Medicaid
$
111,031

 
$
90,677

Managed care
66,346

 
56,411

Medicare
55,500

 
49,970

Private and other payors
51,347

 
42,276

 
284,224

 
239,334

Less: allowance for doubtful accounts
(39,791
)
 
(30,308
)
Accounts receivable, net
$
244,433

 
$
209,026



120

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7. BUSINESS SEGMENTS

The 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, which includes the Company's home health, home care and hospice businesses. The Company's Chief Executive Officer, who is our chief operating decision maker, or CODM, 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. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. In 2016, the Company completed the sale of its urgent care centers for an aggregate purchase price of $41,492. The reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of the Company's assisted and independent living services led it to separate the assisted and 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 and hospice 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 Note 12, 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 provide skilled nursing and rehabilitative care services. The Company provided room and board and social services through 40 wholly-owned affiliated assisted and independent living facilities and 21 campuses. Home health, home care and hospice services were provided to patients through the Company's 39 agencies. The Company's urgent care services, which is included in the "all other" category, were provided to patients by the Company's wholly owned urgent care operating subsidiaries. See also Note 19, Divestitures for further information relating to the sale of urgent care centers. As of December 31, 2016, the Company held majority 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 of care provided and profitability. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and are included in the "all other" category in the selected segment financial data that follows. The accounting policies of the reporting segments are the same as those described in Note 2, Summary of Significant Accounting Policies. The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below.

Segment revenues by major payor source were as follows:
 
 
Year Ended December 31, 2016
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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.

121

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
 
Year Ended December 31, 2015
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,374,803

 
$
123,636

 
$
115,813

 
$
40,612

 
 
 
$
1,654,864

Intersegment revenue (1)
 
2,929

 

 

 
2,184

 
(5,113
)
 

Total revenue
 
$
1,377,732

 
$
123,636

 
$
115,813

 
$
42,796

 
$
(5,113
)
 
$
1,654,864

Segment income (loss) (2)
 
$
118,118

 
$
11,701

 
$
16,571

 
$
(54,543
)
 
$

 
$
91,847

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
(6,029
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
85,818

Depreciation 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. General and 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 and related closing expenses of $7,935, including the present value of rental payments of approximately

122

THE 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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,126,388


$
88,129


$
90,356


$
36,953

 
 
 
$
1,341,826

Intersegment revenue (1)
 
2,447

 
 
 

 
881

 
(3,328
)
 

Total revenue
 
$
1,128,835

 
$
88,129

 
$
90,356

 
$
37,834

 
$
(3,328
)
 
$
1,341,826

Segment income (loss) (2)
 
$
136,744

 
$
11,463

 
$
13,584

 
$
(68,709
)
 
$

 
$
93,082

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(1,983
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
91,099

Depreciation 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. General and administrative expense is included in "All Other" category.
 
 
Year Ended December 31, 2014
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
901,470


$
48,848


$
54,516


$
22,572

 
 
 
$
1,027,406

Intersegment revenue (1)
 
2,066

 
 
 

 
735

 
(2,801
)
 

Total revenue
 
$
903,536

 
$
48,848

 
$
54,516

 
$
23,307

 
$
(2,801
)
 
$
1,027,406

Segment income (loss) (2)
 
$
117,816

 
$
8,195

 
$
9,701

 
$
(62,788
)
 
$

 
$
72,924

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(12,382
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
60,542

Depreciation 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. General and administrative expense is included in "All Other" category.

8. ACQUISITIONS
The 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 the accompanying Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. The Company 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 acquire affiliated 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 and purchases. 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 entered into 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 existing transitional and skilled services; assisted and independent living services and home health

123

THE 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 nursing operations added 2,336 operational skilled nursing beds and ten assisted living units operated by the Company's operating subsidiaries. The Company entered into a separate 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 463 operational 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 assisted living operations, seven home health, hospice and home care agencies and three urgent care centers to its operations through a combination of long-term leases and purchases. 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, the Company has invested in new business lines that are complementary to its existing transitional and skilled services; assisted and independent living services and home 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 and independent living units, respectively, operated by the Company's operating subsidiaries. The Company also entered into a separate operations transfer agreement with 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 living operations and nine home health, home care and hospice agencies to its operations through a combination of long-term leases and purchases. The aggregate purchase price was approximately $96,085, including the assumption of an existing HUD-insured loan of $3,417. The Company also entered into a separate operations 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
 
2014
Land
$
1,054

 
$
12,811

 
$
10,314

Building and improvements
21,057

 
73,502

 
41,995

Equipment, furniture, and fixtures
8,265

 
4,612

 
2,933

Assembled occupancy
1,299

 
895

 
905

Definite-lived intangible assets
363

 
360

 
729

Goodwill
30,343

 
10,617

 
6,334

Favorable leases
393

 
10,901

 
28,680

Other indefinite-lived intangible assets
1,741

 
6,285

 
4,195

Other assets acquired, net of liabilities assumed
6

 
(18
)
 

    Total acquisitions
$
64,521

 
$
119,965

 
$
96,085

In addition to the business combinations above, in 2016, the Company acquired the underlying real estate of fifteen assisted living operation, which the Company previously operated under a long-term lease agreement for an aggregate purchase price of $127,348. For year ended December 31, 2015, the Company acquired the underlying real estate and assets of three skilled nursing operations, which the Company previously operated under long-term lease agreements for an aggregate purchase price of $$23,998, which included a promissory note of $$6,248. These asset acquisitions did not impact the Company's operational bed or unit counts.

Subsequent to December 31, 2016, the Company acquired one skilled nursing and assisted living operation for a purchase price of $5,750, which included real estate. The addition of this operation added 124 operational skilled nursing beds and nine assisted living units operated by the Company's operating subsidiaries.

124

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9. ACQUISITIONS - PRO FORMA FINANCIAL INFORMATION

The Company has established an acquisition strategy that is focused on identifying acquisitions within its target markets that offer the greatest opportunity for investment return at attractive prices. The facilities acquired by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming facilities, is often inadequate, inaccurate or unavailable. As a result, the Company has developed an acquisition assessment program that is based on existing and potential resident mix, the local available market, referral sources and operating expectations based on the Company's experience with its existing facilities. Following an acquisition, the Company implements a well-developed integration program to provide a plan for transition and generation of profits from facilities that have a history of significant operating losses. Consequently, the Company believes that prior operating results are not meaningful as the information is not generally representative of the Company's current operating results or indicative of the 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 of the financial statements had occurred at the beginning of 2015, after giving effect to certain adjustments.
 
December 31,
 
2016

2015
 
(Unaudited)
Revenue
$
1,725,063

 
$
1,524,371

Net income attributable to The Ensign Group, Inc.
48,992

 
54,790

Diluted net income per common share
$
0.94

 
$
1.05

Our 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 not available, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no information was available, estimates were derived from the Company’s post-acquisition operating results for that particular facility. Prior year results for the 2016 acquisitions 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 is calculated 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 at the 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 loss generated during the year ended December 31, 2016, by individually immaterial business acquisitions completed through the issuance date of the Financial Statements 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, by individually immaterial business acquisitions completed through the issuance date of the financial statements of $182,546 and $642, respectively.


125

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


10. PROPERTY AND EQUIPMENT— Net
Property and equipment, net consist of the following:
 
December 31,
 
2016
 
2015
Land
$
47,565

 
$
41,451

Buildings and improvements
304,263

 
151,434

Equipment
153,170

 
114,752

Furniture and fixtures
6,931

 
5,504

Leasehold improvements
80,164

 
68,405

Construction in progress
2,441

 
781

 
594,534

 
382,327

Less: accumulated depreciation
(110,036
)
 
(82,694
)
Property and equipment, net
$
484,498

 
$
299,633


See Note 8, Acquisitions for information on acquisitions during the year ended December 31, 2016.

11. INTANGIBLE ASSETS — Net
 
 
Weighted Average Life (Years)
 
December 31,
 
 
 
2016
 
2015
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
Intangible Assets
 
 
 
 
Net
 
 
 
Net
Lease acquisition costs
 
24.7
 
$
483

 
$
(78
)
 
$
405

 
$
604

 
$
(577
)
 
$
27

Favorable leases
 
32.1
 
35,116

 
(4,589
)
 
30,527

 
43,248

 
(2,923
)
 
40,325

Assembled occupancy
 
0.0
 
1,897

 
(1,897
)
 

 
4,779

 
(4,476
)
 
303

Facility trade name
 
30.0
 
733

 
(269
)
 
464

 
733

 
(244
)
 
489

Customer relationships
 
18.5
 
4,933

 
(1,253
)
 
3,680

 
5,300

 
(1,013
)
 
4,287

Total
 
 
 
$
43,162

 
$
(8,086
)
 
$
35,076

 
$
54,664

 
$
(9,233
)
 
$
45,431


Amortization 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 amortization expense incurred during the year ended December 31, 2016, approximately $1,602 related to the amortization of patient base intangible assets at recently acquired facilities, 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 new acquisition 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 that have 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:
Year
Amount
2017
2,282

2018
2,282

2019
2,282

2020
1,573

2021
1,475

Thereafter
25,182

 
$
35,076



126

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


12. GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS

The Company performs its annual goodwill impairment analysis during the fourth quarter of each year for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment, in accordance with the provisions of Accounting Standards Codification topic 350, Intangibles—Goodwill and Other (ASC 350).  This guidance 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 its carrying 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 its carrying value, the Company performs "Step 1" of the traditional two-step goodwill impairment test by comparing the net assets of each reporting unit to their respective 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 assets exceed 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 the fair 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 the difference 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 carrying value may not be recoverable. The Company performs the annual impairment testing of goodwill using October 1 as the measurement date. The Company completed its goodwill impairment test as of October 1, 2016 and no impairments were identified. In the fourth quarter of 2016, the Company separated the assisted and independent living services into a distinct reportable segment. The Company re-tested for goodwill impairment based on the new reporting units and no 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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Total
January 1, 2014
$
13,338

 
$
316

 
$
7,278

 
$
3,003

 
$
23,935

Impairments

 

 

 
$

 
$

Additions
883

 
1,440

 
3,651

 
$
360

 
6,334

December 31, 2014
$
14,221

 
$
1,756

 
$
10,929

 
$
3,363

 
$
30,269

Impairments

 

 

 
$

 
$

Additions

 
1,782

 
5,173

 
$
3,662

 
10,617

December 31, 2015
$
14,221

 
$
3,538

 
$
16,102

 
$
7,025

 
$
40,886

Less: Dispositions

 

 

 
$
(4,103
)
 
$
(4,103
)
Purchase price adjustment

 

 

 
(26
)
 
(26
)
Additions
26,415

 

 
1,799

 
2,129

 
30,343

December 31, 2016
$
40,636

 
$
3,538


$
17,901

 
$
5,025

 
$
67,100


There was no impairment charge to goodwill for the years ended December 31, 2016, 2015, and 2014. The Company anticipates that total goodwill recognized 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:

127

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
December 31, 2016
 
December 31, 2015
Trade name
$
1,146

 
$
1,915

Medicare and Medicaid licenses
18,440

 
16,731

 
$
19,586

 
$
18,646


13. RESTRICTED AND OTHER ASSETS
Restricted and other assets consist of the following:
 
December 31,
 
2016

2015
Debt issuance costs, net
$
3,611

 
$
2,021

Long-term insurance losses recoverable asset
4,104

 
2,881

Deposits with landlords
3,526

 
3,969

Capital improvement reserves with landlords and lenders
673

 
760

Note receivable from sale of urgent care centers
700

 

Restricted and other assets
$
12,614

 
$
9,631

Included 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 Update issued by the FASB.

14. OTHER ACCRUED LIABILITIES

Other accrued liabilities consist of the following:
 
December 31,
 
2016

2015
Quality assurance fee
$
4,604

 
$
6,120

Refunds payable
18,368

 
13,252

Deferred revenue
6,994

 
6,696

Cash held in trust for patients
2,373

 
3,016

Resident deposits
6,099

 
5,884

Dividends payable
2,186

 
2,072

Property taxes
9,130

 
4,230

Charges related to operational closure
1,972

 

Other
7,037

 
4,935

Other accrued liabilities
$
58,763

 
$
46,205

Quality assurance fee represents amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments and duplicate payments from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits 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 regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the accompanying consolidated balance sheets.

128

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


15. INCOME TAXES
The 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
 
2014
Current:
 
 
 
 
 
Federal
$
30,043

 
$
28,149

 
$
25,490

State
5,183

 
5,761

 
4,405

 
35,226

 
33,910

 
29,895

Deferred:
 
 
 
 
 
Federal
(1,034
)
 
2,026

 
(2,438
)
State
(1,217
)
 
(754
)
 
(656
)
 
(2,251
)
 
1,272

 
(3,094
)
Total
$
32,975

 
$
35,182

 
$
26,801

 

A 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
 
2014
Income tax expense at statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes - net of federal benefit
3.0

 
3.6

 
4.0

Non-deductible expenses
0.9

 
0.6

 
0.6

Non-deductible transaction costs

 

 
5.2

Other adjustments
(0.5
)
 
(0.6
)
 
(0.4
)
Total income tax provision
38.4
 %
 
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
 
2015
Deferred tax assets (liabilities):
 
 
 
Accrued expenses
$
21,732

 
$
18,957

Allowance for doubtful accounts
15,956

 
12,313

Tax credits
3,461

 
3,439

Insurance
7,333

 
5,814

Total deferred tax assets
48,482

 
40,523

State 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

 
$
20,852

The Company had state credit carryforwards as of December 31, 2016 and 2015 of $3,430 and $3,439, respectively. These carryforwards almost entirely relate 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 carryforward until 2027.

129

THE 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 of December 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 net operating 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, and 2014 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 the Company'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. DEBT
Long-term debt consists of the following:
 
December 31,
 
2016
 
2015
Term loan with SunTrust, interest payable quarterly
$
148,125

 
$

Credit facility with SunTrust
122,000

 
85,000

Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate
14,032

 
14,671

 
284,157

 
99,671

Less current maturities
(8,129
)
 
(620
)
Less debt issuance costs
(542
)
 

 
$
275,486

 
$
99,051


Credit Facility with a Lending Consortium Arranged by SunTrust
The Company maintains a credit facility with a lending consortium arranged by SunTrust (as amended to date, the Credit Facility). On July 19, 2016, the Company entered into the second amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase the aggregate 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 an aggregate annual amount equal to 5.0% per annum of the original principal amount. The interest rates and commitment fee applicable to the Second Amended Credit Facility are similar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms and conditions 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 (the Amended 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 will range 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. The Company 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 of any 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 personal property. The credit facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum Consolidated Total Net Debt to consolidated EBITDA ratio (which shall be increased

130

THE 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 below 1.50:1.00). The majority of lenders can require that the Company and its operating subsidiaries mortgage certain of its real property assets to secure the Amended Credit 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 below 2.75:1.00 for two consecutive fiscal quarters, or its liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable. As of December 31, 2016, the Company's operating subsidiaries had $270,125 outstanding under the Credit Facility. The outstanding 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. The outstanding 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 of December 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 financial institutions. Under the Credit Facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $75,000. 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 1.25% to 2.25% per annum 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 operating subsidiaries 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 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 made under 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, other than 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 the Company's personal property. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to consolidated EBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and its operating subsidiaries 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 above 2.50:1.00 for two consecutive fiscal quarters, or the Company’s liquidity is equal or less than 10% of the Aggregate Revolving Commitment Amount (as 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 debt to consolidated EBITDA ratio is below 2.50:1.00 for two consecutive fiscal quarters, or the Company’s liquidity is above 10% of the Aggregate Revolving Commitment 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 Note

The Company had outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loans are insured with the U.S. Department of Housing and Urban Development (HUD), which subjects the Company's operating subsidiaries to HUD oversight and periodic inspections. The mortgage 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 after the 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% 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 note is 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 well as 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 the mortgage 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 all loan 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 based upon 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:


131

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Years Ending
 
 
December 31,
 
Amount
2017
 
$
8,129

2018
 
8,178

2019
 
8,208

2020
 
8,241

2021
 
240,900

Thereafter
 
10,501

 
 
$
284,157


Off-Balance Sheet Arrangements

As of December 31, 2016, the Company had approximately $2,310 on the credit facility of borrowing capacity pledged as collateral to secure outstanding letters of credit.

17. OPTIONS AND AWARDS
Stock-based compensation expense consists of share-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s consolidated statements of income for the years ended December 31, 2016, 2015 and 2014 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates 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 (2005 Plan) and the 2007 Omnibus Incentive Plan (2007 Plan), all of which have been approved by the Company's stockholders. The total number of shares available under 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 other granted 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. The exercise 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 and 638 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 that have 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 and therefore eligible for reissuance. Options granted to non-employee directors vest and become exercisable immediately. All other granted options vest over five years 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 stock available 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 available for 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 of the 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 last day of the immediately preceding fiscal year, or (iii) such lesser number as determined by the Company's board of directors. Granted non-employee director options 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 service measured 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 the date 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, including estimating stock price volatility, expected option life and

132

THE 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-Scholes model 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. The calculation 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 public entities until sufficient information regarding the volatility of the Company's share price becomes available. The Company utilized its own experience to calculate 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 expected term.

Estimated forfeiture rate of approximately 8.75% per year is based on the Company's historical forfeiture activity of unvested stock options.
Stock Options
The Company granted 497 options and 299 restricted stock awards from the 2007 Plan during the year ended December 31, 2016. The Company used the following 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 Average Volatility
 
Weighted Average Dividend Yield
2016
 
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 option grants:
Grant Year
 
Granted
 
Weighted Average Exercise Price
 
Weighted Average Fair Value of Options
2016
 
497

 
$
19.43

 
$
7.00

2015
 
637

 
$
23.27

 
$
9.08

2014
 
2,058

 
$
12.68

 
$
5.66


The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended December 31, 2016, 2015 and 2014 and therefore, the intrinsic value was $0 at date of grant.


133

THE 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 of
Options
Outstanding
 
Weighted
Average
Exercise Price
 
Number of
Options Vested
 
Weighted
Average
Exercise Price
of Options
Vested
January 1, 2014
4,580

 
$
5.65

 
2,498

 
$
3.88

Granted
2,058

 
12.68

 
 
 
 
Forfeited
(128
)
 
8.14

 
 
 
 
Exercised
(978
)
 
3.93

 
 
 
 
December 31, 2014
5,532

 
$
8.51

 
2,218

 
$
4.70

Granted
637


23.27

 
 
 
 
Forfeited
(233
)

12.55

 
 
 
 
Exercised
(488
)

5.20

 
 
 
 
December 31, 2015
5,448

 
$
10.36

 
2,526

 
$
6.35

Granted
497

 
19.43

 
 
 
 
Forfeited
(127
)
 
14.46

 
 
 
 
Exercised
(642
)
 
6.47

 
 
 
 
December 31, 2016
5,176

 
$
11.62

 
2,704

 
$
8.18


The following summary information reflects stock options outstanding, vested and related details as of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options Vested
 
 
Stock Options Outstanding
 
 
 
 
 
Number Outstanding
 
Black-Scholes Fair Value
 
Remaining Contractual Life (Years)
 
Vested and Exercisable
Year of Grant
 
Exercise Price
 
 
 
 
2008
 
2.56
-
4.06
 
415

 
$
618

 
2
 
415

2009
 
4.06
-
4.56
 
542

 
1,162

 
3
 
542

2010
 
4.77
-
4.96
 
143

 
347

 
4
 
143

2011
 
5.90
-
7.99
 
167

 
567

 
5
 
167

2012
 
6.56
-
7.96
 
528

 
1,952

 
6
 
390

2013
 
7.98
-
11.49
 
617

 
2,996

 
7
 
331

2014
 
10.55
-
18.94
 
1,688

 
9,547

 
8
 
597

2015
 
21.47
-
25.24
 
590

 
5,357

 
9
 
119

2016
 
18.79
-
19.89
 
486

 
3,396

 
10
 

Total
 
 
 
 
 
5,176

 
$
25,942

 
 

2,704

Restricted Stock Awards
The Company granted 299, 323 and 56 restricted stock awards during the years ended December 31, 2016, 2015 and 2014, respectively. All awards were granted 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:

134

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 
Non-Vested Restricted Awards
 
Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014
460

 
$
14.34

Granted
56

 
17.75

Vested
(130
)
 
13.38

Forfeited
(20
)
 
15.12

Nonvested at December 31, 2014
366

 
$
15.15

Granted
323

 
22.99

Vested
(234
)
 
17.36

Forfeited
(30
)
 
16.81

Nonvested at December 31, 2015
425

 
$
19.79

Granted
299

 
20.55

Vested
(279
)
 
19.58

Forfeited
(16
)
 
20.85

Nonvested at December 31, 2016
429

 
$
20.42


During the year ended December 31, 2016, the Company granted 32 automatic quarterly stock awards to non-employee directors for their service on the Company'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
 
2014
Share-based compensation expense related to stock options
$
4,793

 
$
4,164

 
$
3,134

Share-based compensation expense related to restricted stock awards
2,371

 
1,931

 
1,657

Share-based compensation expense related to stock awards to non-employee directors
612

 
582

 
399

Total
$
7,776

 
$
6,677

 
$
5,190


For the year ended December 31, 2016, 2015 and 2014, the Company expensed $612, $582 and $399, respectively, in share-based compensation related to the 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 and unvested restricted stock awards, respectively, that were outstanding as of December 31, 2016. Future share-based compensation expense will be recognized over 3.1 and 3.4 weighted average years for unvested options and restricted stock awards, respectively. There were 2,472 unvested and outstanding options at December 31, 2016, of which 2,333 are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest at December 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 2014 is as follows:
 
 
December 31,
Options
 
2016
 
2015
 
2014
Outstanding
 
$
55,610

 
$
67,508

 
$
75,689

Vested
 
38,101

 
41,128

 
38,811

Expected to vest
 
15,983

 
23,508

 
31,160

Exercisable
 
9,199

 
8,709

 
10,496

The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options.

135

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Equity Instrument Denominated in the Shares of a Subsidiary
On May 26, 2016, the Company implemented a management equity plan and granted stock options and restricted stock awards of a subsidiary of the Company to employees and management of that subsidiary (Subsidiary Equity Plan). These awards generally vest over a period of five years or upon the occurrence 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. The awards 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 the stock 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 a corresponding adjustment to noncontrolling interests. The grant value was determined based on an independent valuation of the subsidiary shares. For the year ended December 31, 2016, the Company expensed $1,325 in share-based compensation related to the Subsidiary Equity Plan. There was no expense incurred for the 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 and unvested 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 second quarter of 2016.

18. LEASES
The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 93 affiliated skilled nursing, assisted living and independent living facilities used in the Company’s operations under eight “triple-net” master lease agreements (collectively, the Master Leases), which ranges from 12 to 19 years. 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 and conditions. The extension 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 and being 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 expiration of 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 Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment 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) the percentage 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) all impositions 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 or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases was approximately $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 and conditions. 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 then subject 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 overall ability to serve the residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, the Company entered into 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 licenses free and clear of the applicable

136

THE 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 on the Company's lease coverage ratios under the Master Leases. The Company recorded a continued obligation liability under the lease and related closing expenses of $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 affected facility 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 lease terms 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 annual escalation equal to the percentage change in the Consumer Price Index with a stated cap percentage. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years. Most of these leases contain renewal options, certain of which involve rent increases. 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
 
Amount
2017
 
137,247

2018
 
140,211

2019
 
139,851

2020
 
139,191

2021
 
138,498

Thereafter
 
1,145,188

 
 
$
1,840,186

Twenty-two of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under five separate 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 same master 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 master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to 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 the facility 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 individual facility 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 to trigger a technical default with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. The Company is not aware of any defaults as of December 31, 2016.

19. DIVESTITURES

In 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 Company recognized 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 primary beneficiary and the variable interest entities associated with the urgent care operations was deconsolidated from the Company's consolidated financial statements as of December 31, 2016. At deconsolidation, the Company eliminated intercompany balances that previously existed.  The sale of this investment supports the Company'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 the Company’s operations and financial results.

137

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


20. COMMITMENTS AND CONTINGENCIES
Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion 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 to providers of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.
Indemnities — From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s balance sheets 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 the Company'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. The defense 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 and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis 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 Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company could face increased scrutiny, 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 significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, 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 routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and 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 award against 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.

138

THE 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. While the Company has been able to settle these claims without a material ongoing adverse effect on its business, future claims could be brought that may materially affect its business, financial condition and results of operations. Other claims and suits, including class actions, continue to be filed against the Company and other companies 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 their prosecution 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 is currently involved in, class action litigation alleging violations of state and federal wage and hour law. The Company does not believe that the ultimate resolution of 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 the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company’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 liability lawsuit 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 financial statements during the year ended December 31, 2016. Further, another one of the Company’s independent operating entities was sued on allegations of professional negligence, which the claim was recently settled. The Company estimated that the costs associated with the settlement of this second matter will be approximately $2,800, which was recorded in the consolidated financial statements during the year ended December 31, 2016. The Company does not expect that there will be any material ongoing adverse effect on the Company's business, financial condition or results of operations in connection with the resolution of these matters.

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 its operating subsidiaries are subjected to, alleged to be liable for, or agrees to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar State and Federal statutes and related regulations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its subsidiaries 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 year ended December 31, 2016, eighteen of the Company's operating subsidiaries have been subject to probe reviews, both pre- and post-payment. Twelve of these reviews have successfully closed as of December 31, 2016. The Company anticipates that these probe reviews will increase in frequency in the future. If a facility fails 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 billing in 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, which received the final approval of the Office of Inspector General-HHS and the United States District Court for the Central District of California. Pursuant to the Settlement Agreement, the Company made a single lump-sum remittance to the government in the amount of $48,000 in October 2013. The Company has denied engaging 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 the uncertainty 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 the Office of Inspector General-HHS. The CIA acknowledges the existence of the Company’s 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 the Company continue during the term of the CIA to maintain a program 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 ongoing

139

THE 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 other matter that a reasonable person would consider a probable 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. The Company is also required to retain an Independent Review Organization (IRO) to review certain clinical documentation 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 healthcare programs 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 be excluded from participation in federal healthcare programs and/or subject to prosecution.

Concentrations
Credit Risk — The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s receivables from Medicare and Medicaid payor programs accounted for approximately 58.6% and 58.8% of its total accounts receivable as of December 31, 2016 and 2015, respectively. Revenue from reimbursement under 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.
Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of 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 RESERVES

 
The following table represents activity in our insurance reserves as of and for the years ended December 31, 2016 and 2015:
 
 
General and Professional Liability
 
 
 
 
 
 
 
 
Workers' Compensation
 
 
 
 
 
 
 
Health
 
Total
Balance January 1, 2015
30,401

 
15,758

 
3,801

 
$
49,960

Current year provisions
12,528

 
12,508

 
15,921

 
40,957

Claims paid and direct expenses
(11,911
)
 
(8,822
)
 
(14,648
)
 
(35,381
)
Change in long-term insurance losses recoverable
(308
)
 
775

 

 
467

Balance December 31, 2015
30,710

 
20,219

 
5,074

 
56,003

Current year provisions
23,149

 
12,887

 
38,151

 
74,187

Claims paid and direct expenses
(18,186
)
 
(10,290
)
 
(37,586
)
 
(66,062
)
Change in long-term insurance losses recoverable
637

 
586

 

 
1,223

Balance December 31, 2016
$
36,310

 
$
23,402

 
$
5,639

 
$
65,351

 
 
Included in long-term insurance losses recoverable as of December 31, 2016 and 2015, are anticipated insurance recoveries related to the Company's general and professional liability claims that are recorded on a gross rather than net basis in accordance with GAAP.


140

THE ENSIGN GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


22.
DEFINED CONTRIBUTION PLAN

The 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 matching contributions 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 TRUST
On June 1, 2014, the Company completed its plan to separate into two separate publicly traded companies by creating a newly formed, publicly traded real estate investment trust (REIT), known as CareTrust REIT, Inc. (CareTrust), through a tax free spin-off (the Spin-Off). The Company effected the Spin-Off by distributing 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, the record 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 will qualify as a tax-free transaction for U.S. federal income tax purposes. The private letter ruling relies on certain facts, representations, assumptions and undertakings.
Prior to the Spin-Off, the Company entered into a Separation and Distribution Agreement with CareTrust, setting forth the mechanics of the Spin-Off, certain organizational 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 debt financing (the Bond). CareTrust also entered into the Fifth Amended and Restated Loan Agreement, with General Electric Capital Corporation (GECC), which consisted 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 assumed by 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 outstanding debt. 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 as non-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 Company intended 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 to CareTrust 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 the independent living operations at two locations, resulting in a total of 122 affiliated facilities. In connection with the Spin-Off, the Company contributed to CareTrust the assets and liabilities associated with 94 real property and three independent living facilities that CareTrust now operates and that were previously owned by the Company. The results of the three independent living facilities that were transferred to CareTrust in connection with the Spin-Off were not material to 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 their historical carrying values, which were as follows:
Cash and cash equivalents
 
$
78,731

Other current assets
 
34

Property and equipment, net
 
421,846

Deferred financing costs
 
11,088

Accounts 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
 
$
141,165


141

THE 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 the Spin-Off. The Company leases the 94 real property facilities from CareTrust under eight “triple-net” master lease agreements (collectively, the Master Leases). The Company continues to operate the affiliated skilled nursing, assisted living and independent living facilities that are leased from CareTrust pursuant to the Master Leases. See Note 18, Leases for detail of the Master Leases arrangement. In addition, Christopher Christensen, the Company's Chief Executive Officer, served as a board 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 transaction costs associated with the Spin-Off of $9,026 for years ended December 31, 2014, which is included in general and administrative expenses within the consolidated statements of income.
(b)
Financial Statement Schedules

THE ENSIGN GROUP, INC. and SUBSIDIARIES

 
Schedule II
Valuation and Qualifying Accounts
 
 
 
 
 
Additions Charged to Costs and Expenses
 
 
 
 
 
 
Balance at Beginning of Year
 
 
 
 
Balances at End of 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 financial statements or notes thereto.


142


EXHIBIT INDEX
(c)  
Exhibit Index
 
Exhibit
 
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
No.
 
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
2.1

 
Separation and Distribution Agreement, dated as of May 23, 2014, by and between 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 Ensign Group, 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 Junior Participating Preferred Stock, as filed with the Secretary of State of the State of 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 Restricted Stock Plan, form of Stock Option Grant Notice for Executive Officers and Directors, stock option agreement and form of restricted stock agreement for Executive Officers and Directors
 
S-1
 
333-142897
 
10.1

 
7/26/2007
 
 
10.2

+
The Ensign Group, Inc. 2005 Stock Incentive Plan, form of Nonqualified Stock Option Award for Executive Officers and Directors, and form of restricted 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; and form 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. as Borrowers, 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 of December 29, 2006, in the original principal amount of $64,692,111.67, by certain subsidiaries of The Ensign Group, Inc. in favor of General Electric Capital Corporation
 
S-1
 
333-142897
 
10.8

 
7/26/2007
 
 



143


Exhibit
 
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
 
No.
 
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
 
10.10

 
Third Amended and Restated Guaranty of Payment and Performance, dated as of December 29, 2006, by The Ensign Group, Inc. as Guarantor and General Electric Capital Corporation as Agent and Lender, under which Guarantor guarantees the payment and performance of the obligations of certain of Guarantor's subsidiaries under the Third Amended and Restated Loan Agreement
 
S-1
 
333-142897
 
10.9

 
7/26/2007
 
 
 
10.11

 
Form of Amended and Restated Deed of Trust, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated as of June 30, 2006 (filed against Desert Terrace Nursing Center, Desert Sky Nursing Home, Highland Manor Health and Rehabilitation Center and North Mountain Medical and Rehabilitation Center), by and among Terrace Holdings AZ LLC, Sky Holdings AZ LLC, Ensign Highland LLC and Valley Health Holdings LLC as Grantors, Chicago Title Insurance Company as Trustee, and General Electric Capital Corporation as Beneficiary and Schedule of Material Differences therein
 
S-1
 
333-142897
 
10.10

 
7/26/2007
 
 
 
10.12

 
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated as of June 30, 2006 (filed against Park Manor), by and among Plaza Health Holdings LLC as Grantor, Chicago Title Insurance Company 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 Fixture Financing Statement, dated as of June 30, 2006 (filed against Catalina Care and Rehabilitation Center), by and among Rillito Holdings LLC as Grantor, Chicago Title Insurance Company as Trustee, and General Electric Capital Corporation as Beneficiary
 
S-1
 
333-142897
 
10.12

 
7/26/2007
 
 
 
10.14

 
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated as of October 16, 2006 (filed against Park View Gardens at Montgomery), by and among Mountainview Communitycare LLC as Grantor, Chicago Title Insurance Company as Trustee, and General Electric Capital Corporation as Beneficiary
 
S-1
 
333-142897
 
10.13

 
7/26/2007
 
 
 
10.15

 
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated as of October 16, 2006 (filed against Sabino Canyon Rehabilitation and Care Center), by and among Meadowbrook Health Associates LLC as Grantor, Chicago Title Insurance Company as Trustee and General 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 Fixture Financing Statement, dated as of December 29, 2006 (filed against Upland Care and Rehabilitation Center and Camarillo Care Center), by and among Cedar Avenue Holdings LLC and Granada Investments LLC as Grantors, Chicago Title Insurance Company as Trustee and General Electric Capital Corporation as Beneficiary and Schedule of Material Differences therein
 
S-1
 
333-142897
 
10.15

 
7/26/2007
 
 
 

144



Exhibit
 
 
 
 
 
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 Rehabilitation Center, North Mountain Medical and Rehabilitation Center, Catalina Care and Rehabilitation Center, Park Manor, Park View Gardens at Montgomery, Sabino Canyon Rehabilitation and Care Center), by and among Terrace Holdings AZ LLC, Sky Holdings AZ LLC, Ensign Highland LLC, Valley Health Holdings LLC, Rillito Holdings LLC, Plaza Health Holdings LLC, Mountainview Communitycare LLC and Meadowbrook Health Associates LLC as Grantors, Chicago Title Insurance Company as Trustee, and General Electric Capital Corporation as Beneficiary and Schedule of Material Differences 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 as Borrower, 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 and Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrower, and General Electric Capital Corporation as Lender
 
S-1
 
333-142897
 
10.20

 
5/14/2007
 
 
 
10.20

 
Second Amended and Restated Revolving Credit Note, dated as of December 3, 2004, in the original principal amount of $20,000,000, by The Ensign Group, Inc. and certain of its subsidiaries in favor of General Electric Capital Corporation
 
S-1
 
333-142897
 
10.19

 
7/26/2007
 
 
 
10.21

 
Amendment No. 2, dated as of March 25, 2007, to the Amended and Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrower, and General Electric Capital Corporation 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 Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrower and General Electric Capital Corporation 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 Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrowers and General Electric Capital Corporation as Lender
 
S-1
 
333-142897
 
10.42

 
8/17/2007
 
 
 
10.24

 
Amendment No. 5, dated September 13, 2007, to the Amended and Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrowers and General Electric Capital Corporation as Lender
 
S-1
 
333-142897
 
10.43

 
10/5/2007
 
 
 
10.25

 
Revolving Credit Note, dated as of September 13, 2007, in the original principal amount of $5,000,000 by The Ensign Group, Inc. and certain of its subsidiaries 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 Capital Corporation to The Ensign Group, Inc., setting forth the general terms and conditions of the proposed amendment to the revolving credit facility, which will 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 Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrowers and General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.1

 
11/21/2007
 
 
 

145


10.28

 
Amendment No. 7, dated December 21, 2007, to the Amended and Restated Loan and Security Agreement, by and among The Ensign Group, Inc. and certain of its subsidiaries as Borrowers and General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.1

 
12/27/2007
 
 
 
10.29

 
Amendment No. 1 and Joinder Agreement to Second Amended and Restated Loan 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
 
 
 

146


Exhibit
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
No.
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
10.30

Second Amended and Restated Revolving Credit Note, dated February 4, 2009, by certain subsidiaries of The Ensign Group, Inc. as Borrowers for the benefit of General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.2

 
2/9/2009
 
 
10.31

Amended and Restated Revolving Credit Note, dated February 21, 2008, by certain subsidiaries of The Ensign Group, Inc. as Borrowers for the benefit of General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.2

 
2/27/2008
 
 
10.32

Ensign Guaranty, dated February 21, 2008, between The Ensign Group, Inc. as Guarantor and General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.3

 
2/27/2008
 
 
10.33

Holding Company Guaranty, dated February 21, 2008, by and among The Ensign Group, Inc. and certain of its subsidiaries as Guarantors and General Electric Capital Corporation as Lender
 
8-K
 
001-33757
 
10.4

 
2/27/2008
 
 
10.34

Pacific Care Center Loan Agreement, dated as of August 6, 1998, by and between G&L Hoquiam, LLC as Borrower and GMAC Commercial Mortgage Corporation as Lender (later assumed by Cherry Health Holdings, Inc. as Borrower and Wells Fargo Bank, N.A. as Lender)
 
S-1
 
333-142897
 
10.23

 
5/14/2007
 
 
10.35

Deed of Trust and Security Agreement, dated as of August 6, 1998, by and among G&L Hoquiam, LLC as Grantor, Ticor Title Insurance Company as Trustee and GMAC Commercial Mortgage Corporation as Beneficiary
 
S-1
 
333-142897
 
10.24

 
7/26/2007
 
 
10.36

Promissory Note, dated as of August 6, 1998, in the original principal amount of $2,475,000, by G&L Hoquiam, LLC in favor of GMAC Commercial Mortgage Corporation
 
S-1
 
333-142897
 
10.25

 
7/26/2007
 
 
10.37

Loan Assumption Agreement, by and among G&L Hoquiam, LLC as Prior Owner; G&L Realty Partnership, L.P. as Prior Guarantor; Cherry Health Holdings, Inc. as Borrower; and Wells Fargo Bank, N.A., the Trustee for GMAC Commercial Mortgage Securities, Inc., as Lender
 
S-1
 
333-142897
 
10.26

 
5/14/2007
 
 
10.38

Exceptions to Nonrecourse Guaranty, dated as of October 2006, by The Ensign Group, Inc. as Guarantor and Wells Fargo Bank, N.A. as Trustee for GMAC Commercial Mortgage Securities, Inc., under which Guarantor guarantees full and 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
 
 
10.39

Deed of Trust with Assignment of Rents, dated as of January 30, 2001, by and among Ensign Southland LLC as Trustor, Brian E. Callahan as Trustee and Continental Wingate Associates, Inc. as Beneficiary
 
S-1
 
333-142897
 
10.27

 
7/26/2007
 
 
10.40

Deed of Trust Note, dated as of January 30, 2001, in the original principal amount of $7,455,100, by Ensign Southland, LLC in favor of Continental Wingate Associates, Inc.
 
S-1
 
333-142897
 
10.28

 
5/14/2007
 
 
10.41

Security Agreement, dated as of January 30, 2001, by and between Ensign Southland, LLC and Continental Wingate Associates, Inc.
 
S-1
 
333-142897
 
10.29

 
5/14/2007
 
 
10.42

Master Lease Agreement, dated July 3, 2003, between Adipiscor LLC as Lessee and LTC Partners VI, L.P., Coronado Corporation and Park Villa Corporation collectively as Lessor
 
S-1
 
333-142897
 
10.30

 
5/14/2007
 
 



147


Exhibit
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
No.
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
10.43

Lease Guaranty, dated July 3, 2003, between The Ensign Group, Inc. as Guarantor and LTC Partners VI, L.P., Coronado Corporation and Park Villa Corporation collectively as Lessor, under which Guarantor guarantees the payment and performance of Adipiscor LLC's obligations under the Master Lease Agreement
 
S-1
 
333-142897
 
10.31

 
5/14/2007
 
 
10.44

Master Lease Agreement, dated September 30, 2003, between Permunitum LLC as Lessee, Vista Woods Health Associates LLC, City Heights Health Associates LLC, and Claremont Foothills Health Associates LLC as Sublessees, and OHI Asset (CA), LLC as Lessor
 
S-1
 
333-142897
 
10.32

 
5/14/2007
 
 
10.45

Lease Guaranty, dated September 30, 2003, between The Ensign Group, Inc. as Guarantor and OHI Asset (CA), LLC as Lessor, under which Guarantor guarantees the payment and performance of Permunitum LLC's obligations under the Master Lease Agreement
 
S-1
 
333-142897
 
10.33

 
5/14/2007
 
 
10.46

Lease Guaranty, dated September 30, 2003, between Vista Woods Health Associates LLC, City Heights Health Associates LLC and Claremont Foothills Health Associates LLC as Guarantors and OHI Asset (CA), LLC as Lessor, under which Guarantors guarantee the payment and performance of Permunitum LLC's obligations under the Master Lease Agreement
 
S-1
 
333-142897
 
10.34

 
5/14/2007
 
 
10.47

Master Lease Agreement, dated January 31, 2003, between Moenium Holdings LLC as Lessee and Healthcare Property Investors, Inc., d/b/a in the State of Arizona as HC Properties, Inc., and Healthcare Investors III collectively as Lessor
 
S-1
 
333-142897
 
10.35

 
5/14/2007
 
 
10.48

Lease Guaranty, between The Ensign Group, Inc. as Guarantor and Healthcare Property Investors, Inc. as Owner, under which Guarantor guarantees the payment and performance of Moenium Holdings LLC's obligations under the Master Lease Agreement
 
S-1
 
333-142897
 
10.36

 
5/14/2007
 
 
10.49

First Amendment to Master Lease Agreement, dated May 27, 2003, between Moenium Holdings LLC as Lessee and Healthcare Property Investors, Inc., d/b/a in the State of Arizona as HC Properties, Inc., and Healthcare Investors III collectively as Lessor
 
S-1
 
333-142897
 
10.37

 
5/14/2007
 
 
10.50

Second 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 Healthcare Investors III collectively as Lessor
 
S-1
 
333-142897
 
10.38

 
5/14/2007
 
 
10.51

Lease Agreement, by and between Mission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc. as Tenant; and Guaranty of Lease, dated August 2, 2003, by The Ensign Group, Inc. as Guarantor in favor of Landlord, under which Guarantor guarantees Tenant's obligations under the Lease Agreement
 
S-1
 
333-142897
 
10.39

 
5/14/2007
 
 
10.52

First Amendment to Lease Agreement dated January 15, 2004, by and between Mission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc. as Tenant
 
S-1
 
333-142897
 
10.40

 
5/14/2007
 
 




148


Exhibit
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
No.
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
10.53

Second Amendment to Lease Agreement dated December 13, 2007, by and between Mission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc. as Tenant; and Reaffirmation of Guaranty of Lease, dated December 13, 2007, by The Ensign Group, Inc. as Guarantor in favor of Landlord, under which Guarantor reaffirms its guaranty of Tenants obligations under the Lease Agreement
 
10-K
 
001-33757
 
10.52

 
3/6/2008
 
 
10.54

Third Amendment to Lease Agreement dated February 21, 2008, by and between Mission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc. as Tenant
 
10-K
 
001-33757
 
10.54

 
2/17/2010
 
 
10.55

Fourth Amendment to Lease Agreement dated July 15, 2009, by and between Mission Ridge Associates LLC as Landlord and Ensign Facility Services, Inc. as Tenant
 
10-K
 
001-33757
 
10.55

 
2/17/2010
 
 
10.56

Form of Independent Consulting and Centralized Services Agreement between Ensign Facility Services, Inc. and certain of its subsidiaries
 
S-1
 
333-142897
 
10.41

 
5/14/2007
 
 
10.57

Form of Health Insurance Benefit Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Medicare program
 
S-1
 
333-142897
 
10.48

 
10/19/2007
 
 
10.58

Form of Medi-Cal Provider Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the California Medicaid program
 
S-1
 
333-142897
 
10.49

 
10/19/2007
 
 
10.59

Form of Provider Participation Agreement pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Arizona Medicaid program
 
S-1
 
333-142897
 
10.50

 
10/19/2007
 
 
10.6

Form of Contract to Provide Nursing Facility Services under the Texas Medical Assistance Program pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Texas Medicaid program
 
S-1
 
333-142897
 
10.51

 
10/19/2007
 
 
10.61

Form of Client Service Contract pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Washington Medicaid program
 
S-1
 
333-142897
 
10.52

 
10/19/2007
 
 
10.62

Form of Provider Agreement for Medicaid and UMAP pursuant to which certain subsidiaries of The Ensign Group, Inc. participate in the Utah Medicaid program
 
S-1
 
333-142897
 
10.53

 
10/19/2007
 
 
10.63

Form of Medicaid Provider Agreement pursuant to which a subsidiary of The Ensign Group, Inc. participates in the Idaho Medicaid program
 
S-1
 
333-142897
 
10.54

 
10/19/2007
 
 
10.64

Six Project Promissory Note dated as of November 10, 2009, in the original principal 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
 
 
10.65

Note, dated December 31, 2010 by certain subsidiaries of the Company.
 
8-K
 
001-33757
 
10.1

 
1/6/2011
 
 














149


Exhibit
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
 
No.
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
 
10.66

Revolving Credit and Term Loan Agreement, dated as of July 15, 2011, among the Ensign Group, Inc. and the several banks and other financial institutions and lenders from time to time party thereto (the "Lenders") and SunTrust Bank, in its capacity as administrative agent for the Lenders, as issuing bank and as swingline lender.
 
8-K
 
001-33757
 
10.1

 
7/19/2011
 
 
 
10.67

Commercial Deeds of Trust, Security Agreements, Assignment of Leases and Rents and Future Filing, dated as of February 17, 2012, made by certain subsidiaries of the Company for the benefit of RBS Asset Finance, Inc. 8-K.
 
8-K
 
001-33757
 
10.1

 
2/22/2012
 
 
 
10.68

First Amendment to Revolving Credit and Term Loan Agreement, dated as of October 27, 2011, among The Ensign Group, Inc. and the several banks and other financial institutions and lenders from time to time party thereto (the "Lenders") and SunTrust Bank, in its capacity as administrative agent for the Lenders, as issuing bank and as swingline lender.
 
10-K
 
001-33757
 
10.70

 
2/13/2013
 
 
 
10.69

Second Amendment to Revolving Credit and Term Loan Agreement, dated as of April 30, 2012, among The Ensign Group, Inc. and the several banks and other financial institutions and lenders from time to time party thereto (the "Lenders") and SunTrust Bank, in its capacity as administrative agent for the Lenders, as issuing bank and as swingline lender.
 
10-K
 
001-33757
 
10.71

 
2/13/2013
 
 
 
10.7

Third Amendment to Revolving Credit and Term Loan Agreement, dated as of February 1, 2013, among The Ensign Group, Inc. and the several banks and other financial institutions and lenders from time to time party thereto (the "Lenders") and SunTrust Bank, in its capacity as administrative agent for the Lenders, as issuing bank and as swingline lender.
 
8-K
 
001-33757
 
10.1

 
2/6/2012
 
 
 
10.71

Fourth Amendment to Revolving Credit and Term Loan Agreement, dated as of April 16, 2013, among the Ensign Group, Inc. and the several banks and other financial institutions and lenders from time to time party thereto(the "Lenders") and SunTrust Bank, in its capacity as administrative agent fort he Lenders, as issuing bank and as swingline lender.
 
8-K
 
001-33757
 
10.1

 
4/22/2013
 
 
 
10.72

Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and The Ensign Group, Inc. dated October 1, 2013.
 
10-K
 
001-33757
 
10.74

 
2/13/2014
 
 
 
10.73

Settlement agreement dated October 1, 2013, entered into among the United States of America, acting through the United States Department of 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
 
 
 
10.74

Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc.
 
8-K
 
001-33757
 
10.1

 
6/5/2014
 
 
 
10.75

Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlords under the Master Leases
 
8-K
 
001-33757
 
10.2

 
6/5/2014
 
 
 
10.76

Opportunities Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc.
 
8-K
 
001-33757
 
10.3

 
6/5/2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

150


Exhibit
 
 
 
 
File
 
Exhibit
 
Filing
 
Filed
 
No.
Exhibit Description*
 
Form
 
No.
 
No.
 
Date
 
Herewith
 
10.77

Transition Services Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc.
 
8-K
 
001-33757
 
10.4

 
6/5/2014
 
 
 
10.78

Tax Matters Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc.
 
8-K
 
001-33757
 
10.5

 
6/5/2014
 
 
 
10.79

Employee Matters Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc.
 
8-K
 
001-33757
 
10.6

 
6/5/2014
 
 
 
10.80

Contribution Agreement, dated as of May 30, 2014, by and among CTR Partnership L.P., CareTrust GP, LLC, CareTrust REIT, Inc. and The Ensign Group, Inc.
 
8-K
 
001-33757
 
10.7

 
6/5/2014
 
 
 
10.81

Credit Agreement, dated as of May 30, 2014, by and among The Ensign Group, Inc., SunTrust Bank, as administrative agent, and the lenders party thereto
 
8-K
 
001-33757
 
10.8

 
6/5/2014
 
 
 
10.82

Amended and Restated Credit Agreement as of February 5, 2016, by and among The Ensign Group, Inc., SunTrust Bank, as administrative agent, and the lenders party thereto
 
8-K
 
001-33757
 
10.1

 
2/8/2016
 
 
 
10.83

Second Amended Credit Agreement as of July 19, 2016, by and among The Ensign Group, Inc., SunTrust Bank, as administrative agent, and the lenders party thereto
 
8-K
 
001-33757
 
10.1

 
7/25/2016
 
 
 
10.84

Cornerstone Healthcare, Inc. 2016 Omnibus Incentive
 
10-Q
 
001-33757
 
10.2

 
8/1/2016
 
 
 
10.85

Cornerstone Healthcare, Inc. Stockholders Agreement
 
10-Q
 
001-33757
 
10.2

 
8/1/2016
 
 
 
21.1

Subsidiaries of The Ensign Group, Inc., as amended
 
 
 
 
 
 
 
 
 
X
 
23.1

Consent of Deloitte & Touche LLP
 
 
 
 
 
 
 
 
 
X
 
31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
X
 
31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
X
 
32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
X
 
32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
X
 
101

Interactive data file (furnished electronically herewith pursuant to Rule 406T 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.


151
EX-21.1 2 ensg123116ex211.htm EXHIBIT 21.1 Exhibit



EXHIBIT 21.1
LEGAL NAME
PRESIDENT COMPANY
JURISDICTION
2016 Health Holdings LLC
The Ensign Group, Inc.
Nevada
24th Street Healthcare Associates LLC
Bandera Healthcare, Inc.
Nevada
Adipiscor LLC
The Ensign Group, Inc.
Nevada
Agape Health Holdings LLC
The Ensign Group, Inc.
Nevada
ALH Health Holdings LLC
The Ensign Group, Inc.
Nevada
Allen Creek Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Alpowa Healthcare, Inc.
Paragon Healthcare, Inc.
Nevada
Anza Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Apache Trail Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Armstrong Healthcare, Inc.
Keystone Care LLC
Nevada
Arvada Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Atlantic Memorial Healthcare Associates, Inc.
The Flagstone Group, Inc.
Nevada
Avenues Healthcare, Inc.
Milestone Healthcare LLC.
Nevada
Avocado Health Holdings LLC
The Ensign Group, Inc.
Nevada
Aztec Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Bainbridge Health Holdings LLC
The Ensign Group, Inc.
Nevada
Bakorp L.L.C.
PMD Investments, LLC
Nevada
Bandera Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Bannock Health Holdings LLC
The Ensign Group, Inc.
Nevada
Bayshore Healthcare, Inc.
Touchstone Care, Inc.
Nevada
Bayside Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Beacon Hill Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Bell Villa Care Associates LLC
The Flagstone Group, Inc.
Nevada
Bernardo Heights Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Bertetti Healthcare, Inc.
Keystone Care LLC
Nevada
Big Blue Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Bijou Health Holdings LLC
The Ensign Group, Inc.
Nevada
Bijou Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Boyle Health Holdings LLC
The Ensign Group, Inc.
Nevada
Brackenridge Healthcare, Inc.
Keystone Care LLC
Nevada
Brenwood Park Health Holdings LLC
The Ensign Group, Inc.
Nevada
Brenwood Park Senior Living, Inc.
Bridgestone Living LLC
Nevada
Bridgestone Living LLC
The Ensign Group, Inc.
Nevada
Brown Road Senior Housing LLC
Bridgestone Living LLC
Nevada
Brownsville Care Associates, Inc.
Keystone Care LLC
Nevada
C Street Health Associates LLC
Touchstone Care, Inc.
Nevada
Camarillo Community Care, Inc.
Touchstone Care, Inc.
Nevada
Cane Island Healthcare, Inc.
Keystone Care LLC
Nevada
Canyon Lake Healthcare, Inc.,
Keystone Care LLC
Nevada
Canyon Springs Senior Living, Inc.
Bridgestone Living LLC
Nevada
Capitol Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Capstone Resources, Inc.
Capstone Transportation Investments, Inc.
Nevada





Capstone Transportation Investments, Inc.
The Ensign Group, Inc.
Nevada
Cardiff Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Carolina Healthcare, Inc.
Hopewell Healthcare, Inc.
Nevada
Carrollton Heights Healthcare, Inc.
Keystone Care LLC
Nevada
Central Avenue Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Chaparral Healthcare, Inc.
Keystone Care LLC
Nevada
Chateau Julia Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Cherokee Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Cherry Hills Healthcare, Inc.,
Endura Healthcare, Inc.
Nevada
Chisholm Creek Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Circle Health Holdings LLC
The Ensign Group, Inc.
Nevada
City Heights Health Associates LLC
The Flagstone Group, Inc.
Nevada
Claremont Foothills Health Associates LLC
Touchstone Care, Inc.
Nevada
Claydelle Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Cloverleaf Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Concord Avenue Health Holdings LLC
The Ensign Group, Inc.
Nevada
Congaree Health Holdings LLC
The Ensign Group, Inc.
Nevada
Connected Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Conway Health Holdings LLC
The Ensign Group, Inc.
Nevada
Copeland Healthcare, Inc.
Keystone Care LLC
Nevada
Cornerstone Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Cornerstone Service Center, Inc.
Cornerstone Healthcare, Inc.
Nevada
Cornet Limited, Inc.
Coronet Limited, Inc.
Arizona
Costa Victoria Healthcare LLC
The Flagstone Group, Inc.
Nevada
Cow Creek Healthcare, Inc.
Keystone Care LLC
Nevada
Custom Care Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Cypresswood Healthcare, Inc.
Keystone Care LLC
Nevada
Da Vinci Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Daffodil Healthcare, Inc.
Keystone Care LLC
Nevada
De Moisy Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Deer Creek Health Holdings LLC
The Ensign Group, Inc.
Nevada
Denmark Senior Living, Inc.
Bridgestone Living LLC
Nevada
Desert Cove Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Dessau Healthcare, Inc.
Keystone Care LLC
Nevada
Diamond Valley Health Holdings LLC
The Ensign Group, Inc.
Nevada
Discovery Trail Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Dorothy Health Holdings LLC
The Ensign Group, Inc.
Nevada
Downey Community Care LLC
The Flagstone Group, Inc.
Nevada
Drinkwater Senior Living, Inc.
Bridgestone Living LLC
Nevada
Duck Creek Healthcare, Inc.
Keystone Care LLC
Nevada
Eagle Harbor Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Echo Canyon Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Eiffel Healthcare, Inc.
Keystone Care LLC
Nevada
Elkhorn Health Holdings LLC
The Ensign Group, Inc.
Nevada
Emblem Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Emerald City PubCo, Inc.
Gateway Healthcare, Inc.
Kansas





Empirecare Health Associates, Inc.
Touchstone Care, Inc.
Nevada
Endura Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Ensign Cloverdale LLC
Northern Pioneer Healthcare, Inc.
Nevada
Ensign Montgomery LLC
Northern Pioneer Healthcare, Inc.
Nevada
Ensign Napa LLC
SHELF
Nevada
Ensign Palm I LLC
Touchstone Care, Inc.
Nevada
Ensign Panorama LLC
Touchstone Care, Inc.
Nevada
Ensign Pleasanton LLC
Northern Pioneer Healthcare, Inc.
Nevada
Ensign Sabino LLC
Bandera Healthcare, Inc.
Nevada
Ensign San Dimas LLC
Touchstone Care, Inc.
Nevada
Ensign Santa Rosa LLC
Northern Pioneer Healthcare, Inc.
Nevada
Ensign Services, Inc.
Ensign Services, Inc.
Nevada
Ensign Sonoma LLC
Northern Pioneer Healthcare, Inc.
Nevada
Ensign Whittier East LLC
The Flagstone Group, Inc.
Nevada
Ensign Whittier West LLC
The Flagstone Group, Inc.
Nevada
Ensign Willits LLC
Northern Pioneer Healthcare, Inc.
Nevada
Eureka Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Finding Home Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Finding Home Healthcare, Inc.
Cornerstone
Nevada
Forrest Hill Healthcare, Inc.
Keystone Care LLC
Nevada
Fossil Creek Healthcare, Inc.
Keystone Care LLC
Nevada
Gate Three Healthcare LLC
The Flagstone Group, Inc.
Nevada
Gateway Gilbert Holdings LLC
SHELF
Nevada
Gateway Healthcare, Inc.
The Ensign Group, Inc.
Nevada
GEM Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Getzendaner Healthcare, Inc.
Keystone Care LLC
Nevada
Glendale Healthcare Associates LLC
Bandera Healthcare, Inc.
Nevada
GO Assisted, Inc.
Bridgestone Living LLC
Nevada
Gold Standard Resources, Inc.
GS Transportation Investments, Inc.
Nevada
Golden Oaks Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Good Hope Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Graceland Senior Living, Inc.
Bridegstone Living LLC
Nevada
Grand Villa PHX, Inc.
Keystone Care LLC
Nevada
Granite Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Granite Hills Senior Living, Inc.
Bridgestone Living LLC
Nevada
Grassland Healthcare and Rehabilitation, Inc.
Keystone Care LLC
Nevada
Great Plains Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Green Bay Health Holdings LLC
The Ensign Group, Inc.
Nevada
Green Bay Senior Living, Inc.
Bridgestone Living LLC
Nevada
GS Transportation Investments, Inc.
The Ensign Group, Inc.
Nevada
Gypsum Creek Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
H.O.M. E. Foundation
The Ensign Group, Inc.
Nevada
Harlingen Healthcare, Inc.
Keystone Care LLC
Nevada
Harmony Health Holdings LLC
The Ensign Group, Inc.
Nevada
Harrison Health Holdings LLC
The Ensign Group, Inc.
Nevada
HB Healthcare Associates LLC
The Flagstone Group, Inc.
Nevada





Heartland Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Heartwood Home Health and Hospice, Inc.
SHELF
Nevada
Highland Healthcare LLC
Bandera Healthcare, Inc.
Nevada
Higley Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Homedale Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Hopewell Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Hoquiam Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Horizon Healthcare, Inc.
SHELF
Nevada
Hub City Healthcare, Inc.
Keystone Care LLC
Nevada
Hueneme Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Hutchins Healthcare, Inc.
Keystone Care LLC
Nevada
ICare Private Duty, Inc.
Cornerstone Healthcare, Inc.
Nevada
Immediate Clinic Healthcare, Inc.
Immediate Clinic, Inc.
Nevada
Immediate Clinic Seattle, Inc.
Immediate Clinic Seattle, Inc.
Nevada
Indian Hills Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Iron Horse Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Jack Finney Healthcare, Inc.
Keystone Care LLC
Nevada
JARR Transportation Group Inc.
Capstone Transportation Investments, Inc.
Arizona
Jefferson Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Jordan Health Associates, Inc.
Milestone Healthcare LLC
Nevada
Joshua Tree Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
JRT Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Kenosha Health Holdings LLC
The Ensign Group, Inc.
Nevada
Kenosha Senior Living, Inc.
Bridgestone Living LLC
Nevada
Kettle Creek Health Holdings LLC
The Ensign Group, Inc.
Nevada
Keystone Care LLC
The Ensign Group, Inc.
Nevada
Keystone Hospice Care, Inc.
Cornerstone Healthcare, Inc.
Nevada
Kingwood Health Holdings LLC
The Ensign Group, Inc.
Nevada
Klement Healthcare, Inc.
Keystone Care LLC
Nevada
Knight Health Holdings LLC
The Ensign Group, Inc.
Nevada
La Jolla Skilled, Inc.
The Flagstone Group, Inc.
Nevada
Laguna Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Lake Cassidy Health Holdings LLC
The Ensign Group, Inc.
Nevada
Lake Pleasant Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Lakewood Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Layton Health Holdings LLC
The Ensign Group, Inc.
Nevada
Legend Lake Health Holdings LLC
The Ensign Group, Inc.
Nevada
Lemon Grove Health Associates LLC
The Flagstone Group, Inc.
Nevada
Lilly Road Health Holdings LLC
The Ensign Group, Inc.
Nevada
Lincoln Heights Health Holdings LLC
The Ensign Group, Inc.
Nevada
Lindahl Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Little Blue Health Holdings LLC
The Ensign Group, Inc.
Nevada
Livingston Care Associates, Inc.
Keystone Care LLC
Nevada
Lone Peak Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Lowell Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Lynnwood Health Services, Inc.
Pennant Healthcare, Inc.
Nevada





Madison Health Holdings LLC
The Ensign Group, Inc.
Nevada
Madison Pointe Health Holdings LLC
The Ensign Group, Inc.
Nevada
Madison Senior Living, Inc.
Bridgestone Living LLC
Nevada
Magic Valley Senior Living, Inc.
Bridgestone Living LLC
Nevada
Manitowoc Health Holdings LLC
The Ensign Group, Inc.
Nevada
Manitowoc Senior Living, Inc.
Bridgestone Living LLC
Nevada
Manor Park Healthcare LLC
Pennant Healthcare, Inc.
Nevada
Maple Hills Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Marian Healthcare LLC
Gateway Healthcare, Inc.
Nevada
Marion Health Associates, Inc.
Bridgestone Living LLC
Nevada
Market Bayou Healthcare, Inc.
Keystone Care LLC
Nevada
McAllen Care Associates, Inc.
Keystone Care LLC
Nevada
McAllen Community Healthcare, Inc.
Keystone Care LLC
Nevada
McFarland Health Holdings LLC
The Ensign Group, Inc.
Nevada
McFarland Senior Living, Inc.
Bridgestone Living LLC
Nevada
McPhearson Health Holdings LLC
The Ensign Group, Inc.
Nevada
Medical Transportation Company of Arizona LLC
Capstone Transportation Investments, Inc.
Nevada
Medical Transportation Company of Tucson LLC
Capstone Transportation Investments, Inc.
Nevada
Menomonee Health Holdings LLC
The Ensign Group, Inc.
Nevada
Mesa Grande Senior Living, Inc.
Bridgestone Living LLC
Nevada
Milestone Healthcare LLC (doing business in Utah as Milestone Post Acute Healthcare, Inc.)
Milestone Healthcare LLC
Nevada
Mission Trails Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Misty Willow Healthcare, Inc.
Keystone Care LLC
Nevada
Mogollon Healthcare, Inc.
SHELF
Nevada
Mohave Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Monroe Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Montebella Health Holdings LLC
The Ensign Group, Inc.
Nevada
Moss Bay Senior Living, Inc.
Bridgestone Living LLC
Nevada
Mountain View Retirement, Inc.
Bridgestone Living LLC
Nevada
Mountain Vista Senior Living, Inc.
Bridgestone Living LLC
Nevada
Murray Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Nautilus Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
NB Brown Rock Healthcare, Inc.
Keystone Care LLC
Nevada
New Braunfels Healthcare, Inc.
Keystone Care LLC
Nevada
Nobel Health Properties LLC
The Ensign Group, Inc.
Nevada
Nordic Valley Health Holdings LLC
The Ensign Group, Inc.
Nevada
North Mountain Healthcare LLC
Bandera Healthcare, Inc.
Nevada
Northern Oaks Healthcare, Inc.
Keystone Care LLC
Nevada
Northern Pioneer Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Oak Point Healthcare, Inc.
Keystone Care LLC
Nevada
Oceano Senior Living, Inc.
Bridgestone Living LLC
Nevada
Oceanside Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Oceanview Healthcare, Inc.
Keystone Care LLC
Nevada
Ocotillo Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada





Olympus Health, Inc.
Milestone Healthcare LLC
Nevada
Palo Duro Healthcare, Inc.
Keystone Care LLC
Nevada
Panorama Health Holdings LLC
Gateway Healthcare, Inc.
Nevada
Paragon Healthcare, Inc.
Paragon Healthcare, Inc.
Nevada
Park Waverly Healthcare LLC
Bandera Healthcare, Inc.
Nevada
Parkside Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Pennant Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Permunitum LLC
The Ensign Group, Inc.
Nevada
Pikes Peak Healthcare, Inc.
The Ensign Group, Inc.
Nevada
Pineridge Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Piney Lufkin Healthcare, Inc.
Keystone Care LLC
Nevada
PMD Investments, LLC
The Ensign Group, Inc.
Nevada
PMDCA, LLC
The Ensign Group, Inc.
Nevada
PMDLAB, LLC
Bakorp L.L.C.
Nevada
PMDTC, LLC
Bakorp L.L.C.
Nevada
Pocatello Health Services, Inc.
Pennant Healthcare, Inc.
Nevada
Pointe Meadow Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Pomerado Ranch Healthcare LLC
Keystone Care LLC
Nevada
Ponderosa Health Holdings LLC
The Ensign Group, Inc.
Nevada
Portside Healthcare, Inc.
The Flagstone Group, Inc.
Nevada
Prairie Creek Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Prairie Ridge Health Holdings LLC
The Ensign Group, Inc.
Nevada
Presidio Health Associates LLC
Bandera Healthcare, Inc.
Nevada
Price Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Prospect Senior Living, Inc.
Bridgestone Living LLC
Nevada
Prospector Park Health Holdings LLC
The Ensign Group, Inc.
Nevada
Purple Horse PubCo, Inc.
Gateway Healthcare, Inc.
Kansas
Quail Creek Health Holdings LLC
The Ensign Group, Inc.
Nevada
Queenston Healthcare, Inc.
Keystone Care LLC
Nevada
Racine Health Holdings LLC
The Ensign Group, Inc.
Nevada
Racine Senior Living, Inc.
Bridgestone Living LLC
Nevada
Radiant Hills Health Associates LLC
Bandera Healthcare, Inc.
Nevada
Raintree Grove Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Ramon Healthcare Associates, Inc.
Touchstone Care, Inc.
Nevada
Randolph Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Red Cliffs Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Red Rock Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Redbrook Healthcare Associates LLC
Touchstone Care, Inc.
Nevada
RenewCare of Scottsdale, Inc.
Bandera Healthcare, Inc.
Nevada
Richmond Senior Services, Inc.
Keystone Care LLC
Nevada
Rio Mesa Health Holdings LLC
The Ensign Group, Inc.
Nevada
Riverside Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Riverview Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Riverview Village Health Holdings LLC
The Ensign Group, Inc.
Nevada
Riverview Village Senior Living, Inc.
Bridgestone Living LLC
Nevada
Riverwalk Healthcare, Inc.
Keystone Care LLC
Nevada





Riverwalk Healthcare, Inc.
Keystone Care LLC
Nevada
Rock Canyon Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Rock Hill Healthcare, Inc.
Hopewell Healthcare, Inc.
Nevada
Rose Park Healthcare Associates, Inc.
The Flagstone Group, Inc.
Nevada
Rosemead Health Holdings LLC
The Ensign Group, Inc.
Nevada
Rosenburg Senior Living, Inc.
Bridgestone Living LLC
Nevada
Ruby Reds PubCo, Inc.
Gateway Healthcare, Inc.
Kansas
Saguaro Senior Living, Inc.
Bridgestone Living LLC
Nevada
Salado Creek Senior Care, Inc.
Keystone Care LLC
Nevada
San Gabriel Senior Living, Inc.
Bridgestone Living. Inc.
Nevada
Sand Hollow Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Savoy Healthcare, Inc.
Keystone Care LLC
Nevada
Sawtooth Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Scandinavian Court Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sedgewood Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sentinel Peak Healthcare, Inc
Bandera Healthcare, Inc.
Nevada
Sheboygan Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sheboygen Senior Living, Inc.
Bridgestone Living LLC
Nevada
Sherman Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sherwood Health Holdings LLC
The Ensign Group, Inc
Nevada
Shoshone Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sienna Sunset Healthcare, Inc.
Keystone Care LLC
Nevada
Silver Lake Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
South Bay Health Holdings LLC
The Ensign Group, Inc.
Nevada
South Bay Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
South C Health Holdings LLC
The Ensign Group, Inc.
Nevada
South Plains Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
South Valley Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Southern Charm Healthcare, Inc.
Hopewell Healthcare, Inc.
Nevada
Southern Oaks Healthcare, Inc.
Keystone Care LLC
Nevada
Southland Management LLC
The Flagstone Group, Inc.
Nevada
Southside Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Spokane Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Spring Creek Healthcare, Inc.
Keystone Care LLC
Nevada
Spring Valley Assisted Living, Inc.
Bridgestone Living LLC
Nevada
Standardbearer Insurance Company, Ltd.
Standardbearer Insurance Company, Ltd.
Nevada
Stanton Lake Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Stevens Point Health Holdings LLC
The Ensign Group, Inc.
Nevada
Stevens Point Senior Living, Inc.
Bridgestone Living LLC
Nevada
Stockyards Healthcare, Inc.
Keystone Care LLC
Nevada
Stonebridge Healthcare, Inc
Cornerstone Healthcare, Inc.
Nevada
Stoney Hill Healthcare, Inc.
Hopewell Healthcare, Inc.
Nevada
Stoughton Health Holdings LLC
The Ensign Group, Inc.
Nevada
Stoughton Senior Living, Inc.
Bridgestone Living LLC
Nevada
Successor Healthcare LLC
Milestone Healthcare LLC
Nevada
Summit Healthcare, Inc.
The Ensign Group, Inc.
Nevada





Sunland Health Associates LLC
Bandera Healthcare, Inc.
Nevada
Sunny Acres Health Holdings LLC
The Ensign Group, Inc.
Nevada
Sunny Acres Healthcare, Inc.
Endura Healthcare, Inc.
Nevada
Sycamore Senior Living, Inc.
Bridgestone Living LLC
Nevada
Symbol Healthcare, Inc.
Paragon Healthcare, Inc.
Nevada
Telemus Telemachus PubCo, Inc.
Keystone Care LLC
Nevada
Tenth East Holdings LLC
The Ensign Group, Inc.
Nevada
Terrace Court Health Holdings LLC
The Ensign Group, Inc.
Nevada
Terrace Court Senior Living, Inc.
Bridgestone Living LLC
Nevada
Teton Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
The Ensign Group, Inc.
The Ensign Group, Inc.
Delaware
The Flagstone Group, Inc.
The Ensign Group, Inc.
Nevada
Thomas Road Senior Housing, Inc.
Bridgestone Living LLC
Nevada
Thunderbird Health Holdings LLC
The Ensign Group, Inc.
Nevada
Timpanogos Home Care and Hospice, Inc.
SHELF
Nevada
Top City Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Tortolita Healthcare, Inc
Bandera Healthcare, Inc.
Nevada
Touchstone Care, Inc.
The Ensign Group, Inc.
Nevada
Towers Park Health Holdings LLC
The Ensign Group, Inc.
Nevada
Towers Park Healthcare, Inc.
Keystone Care LLC
Nevada
Town East Healthcare, Inc.
Keystone Care LLC
Nevada
Town Square Healthcare, Inc.
Keystone Care LLC
Nevada
Tradewind Healthcare, Inc.
Keystone Care LLC
Nevada
Treasure Valley Senior Living, Inc.
Bridgestone Living LLC
Nevada
Treaty Healthcare, Inc.
Keystone Care LLC
Nevada
Tree City Healthcare, Inc.
Keystone Care LLC
Nevada
Two Rivers Health Holdings LLC
The Ensign Group, Inc.
Nevada
Two Rivers Senior Living, Inc.
Bridgestone Living LLC
Nevada
Two Trails Healthcare, Inc.,
Gateway Healthcare, Inc.
Nevada
Union Hill Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Upland Community Care, Inc.
Touchstone Care, Inc.
Nevada
Valley View Health Services, Inc.
Pennant Healthcare, Inc.
Nevada
Vesper Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Victoria Ventura Assisted Living Community, Inc.
Bridgestone Living LLC
Nevada
Victoria Ventura Healthcare LLC
Touchstone Care, Inc.
Nevada
Victory Medical Transportation, Inc.
Capstone Transportation Investments, Inc.
Nevada
Victory Medical Transportation, Inc.
Capstone Transportation Investments, Inc.
Nevada
Viewpoint Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada
Virgin River Healthcare, Inc.
Cornerstone Healthcare, Inc.
Nevada
Vista Woods Health Associates LLC
The Flagstone Group, Inc.
Nevada
W. Forman PubCo, Inc.
Keystone Care LLC
Nevada
Wallsville Healthcare, Inc.
Keystone Care LLC
Nevada
Walnut Grove CampusCare LLC
SHELF
Nevada
Washington Heights Healthcare, Inc.
Milestone Healthcare LLC
Nevada
Watson Woods Healthcare, Inc.
Bandera Healthcare, Inc.
Nevada





Wellington Healthcare, Inc.
Keystone Care LLC
Nevada
West Escondido Healthcare LLC
The Flagstone Group, Inc.
Nevada
West Owyhee Health Holdings LLC
The Ensign Group, Inc.
Nevada
Wildcreek Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Wildwood Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Willow Creek Senior Living, Inc.
Bridgestone Living LLC
Nevada
Windsor Lake Healthcare, Inc.
Bridgestone Living LLC
Nevada
Wisconsin Rapids Health Holdings LLC
The Ensign Group, Inc.
Nevada
Wisconsin Rapids Senior Living, Inc.
Bridgestone Living LLC
Nevada
Wolf River Healthcare, Inc.
Gateway Healthcare, Inc.
Nevada
Wood Bayou Healthcare, Inc.
Keystone Care LLC
Nevada
Woodard Creek Healthcare, Inc.
Pennant Healthcare, Inc.
Nevada
Woodway Healthcare, Inc.
Keystone Care LLC
Nevada
Yellow Bricks PubCo, Inc.
Gateway Healthcare, Inc.
Kansas
Yellow Rose Health Holdings LLC
The Ensign Group, Inc.
Nevada
Yosemite Healthcare, Inc.
SHELF
Nevada
Youngtown Health, Inc.
Bandera Healthcare, Inc.
Nevada
Yucca Flats Health Holdings LLC
The Ensign Group, Inc.
Nevada
Zebulon Pike PubCo, Inc.
Endura Healthcare, Inc.
Colorado
Zion Healthcare, Inc.
Milestone Healthcare LLC
Nevada





EX-23.1 3 ensg123116ex231.htm EXHIBIT 23.1 Exhibit


EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-148379, No. 333-157757, No. 333-172380, No. 333-190552, No. 333-197917, and 333-209508 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 financial statement 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 LLP

Costa Mesa, California
February 8, 2017



EX-31.1 4 ensgfy2016ex311.htm EXHIBIT 31.1 Exhibit


EXHIBIT 31.1

I, 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 the statements 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 the financial 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 in Exchange 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 ensure that 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 reporting purposes 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 effectiveness of 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 fiscal quarter (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; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'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 likely to 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 over financial reporting.

Date: February 8, 2017 
 
 
 
 
 
 
/s/ Christopher R. Christensen  
 
 
Name:  
Christopher R. Christensen 
 
 
Title:  
Chief Executive Officer  
 




EX-31.2 5 ensgfy2016ex312.htm EXHIBIT 31.2 Exhibit


EXHIBIT 31.2

I, 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 the statements 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 the financial 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 in Exchange 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 ensure that 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 reporting purposes 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 effectiveness of 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 fiscal quarter (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; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'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 likely to 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 over financial reporting.


Date: February 8, 2017 
 
 
 
 
 
 
/s/ Suzanne D. Snapper  
 
 
Name:  
Suzanne D. Snapper 
 
 
Title:  
Chief Financial Officer  
 



EX-32.1 6 ensg123116ex321.htm EXHIBIT 32.1 Exhibit


EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 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 the Securities and Exchange Commission on the date hereof (the Report), I, Christopher R. Christensen, Chief Executive Officer of the Company, certify, pursuant to 18 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 and furnished to the Securities and Exchange Commission or its staff upon request.



EX-32.2 7 ensg12312016ex322.htm EXHIBIT 32.2 Exhibit


EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 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 the Securities and Exchange Commission on the date hereof (the Report), I, Suzanne D. Snapper, Chief Financial Officer of the Company, certify, pursuant to 18 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/ 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 and furnished to the Securities and Exchange Commission or its staff upon request.

 



EX-101.INS 8 ensg-20161231.xml XBRL INSTANCE DOCUMENT 0001125376 2016-01-01 2016-12-31 0001125376 2017-02-03 0001125376 2016-06-30 0001125376 2015-12-31 0001125376 2016-12-31 0001125376 2014-01-01 2014-12-31 0001125376 2015-01-01 2015-12-31 0001125376 us-gaap:TreasuryStockMember 2016-12-31 0001125376 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2013-12-31 0001125376 us-gaap:TreasuryStockMember 2014-01-01 2014-12-31 0001125376 us-gaap:RetainedEarningsMember 2014-01-01 2014-12-31 0001125376 us-gaap:CommonStockMember 2015-12-31 0001125376 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2013-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2014-01-01 2014-12-31 0001125376 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2015-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2016-01-01 2016-12-31 0001125376 us-gaap:TreasuryStockMember 2014-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2014-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2015-01-01 2015-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0001125376 us-gaap:RetainedEarningsMember 2013-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2015-01-01 2015-12-31 0001125376 us-gaap:CommonStockMember 2014-12-31 0001125376 us-gaap:TreasuryStockMember 2015-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2014-12-31 0001125376 us-gaap:TreasuryStockMember 2016-01-01 2016-12-31 0001125376 us-gaap:CommonStockMember 2016-12-31 0001125376 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-12-31 0001125376 us-gaap:CommonStockMember 2013-12-31 0001125376 us-gaap:RetainedEarningsMember 2016-01-01 2016-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2015-12-31 0001125376 us-gaap:RetainedEarningsMember 2015-01-01 2015-12-31 0001125376 us-gaap:CommonStockMember 2014-01-01 2014-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2014-01-01 2014-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2016-01-01 2016-12-31 0001125376 us-gaap:RetainedEarningsMember 2016-12-31 0001125376 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2014-01-01 2014-12-31 0001125376 us-gaap:RetainedEarningsMember 2015-12-31 0001125376 us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001125376 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0001125376 2013-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2015-12-31 0001125376 us-gaap:TreasuryStockMember 2013-12-31 0001125376 us-gaap:NoncontrollingInterestMember 2016-12-31 0001125376 2014-12-31 0001125376 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001125376 us-gaap:TreasuryStockMember 2015-01-01 2015-12-31 0001125376 us-gaap:RetainedEarningsMember 2014-12-31 0001125376 ensg:BlanketAggregateMember ensg:AllStatesAcceptColoradoDomain us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember 2016-01-01 2016-12-31 0001125376 ensg:GeneralAndProfessionalLiabilityInsuranceMember 2016-12-31 0001125376 ensg:PerOccurenceMember ensg:AllStatesAcceptColoradoDomain us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:StopLossInsuranceLimitPerClaimMember stpr:TX ensg:WorkersCompensationMember 2016-12-31 0001125376 ensg:StopLossInsuranceLimitPerClaimMember ensg:WorkersCompensationMember 2016-12-31 0001125376 ensg:LossSensitivelimitperclaimMemberMember ensg:OtherstatesexceptCaliforniaTexasandWashingtonDomain ensg:WorkersCompensationMember 2016-12-31 0001125376 ensg:AggregateDeductibleMember ensg:NonCaliforniaDomain us-gaap:ParentCompanyMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:AggregateDeductibleMember ensg:NonCaliforniaDomain us-gaap:ParentCompanyMember us-gaap:GeneralLiabilityMember 2017-01-01 0001125376 ensg:PerFacilityMember stpr:CO us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember 2015-01-01 2015-12-31 0001125376 ensg:AggregateDeductibleMember stpr:CA us-gaap:ParentCompanyMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:StopLossDeductibleMember ensg:HealthLiabilityInsuranceMember 2016-12-31 0001125376 ensg:GeneralAndProfessionalLiabilityInsuranceMember 2015-12-31 0001125376 ensg:PerFacilityMember stpr:CA us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:SelfInsuranceRetentionPerClaimMember us-gaap:ParentCompanyMember us-gaap:GeneralLiabilityMember 2017-01-01 0001125376 ensg:BlanketAggregateMember stpr:CA us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember 2014-01-01 2014-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember 2016-01-01 2016-12-31 0001125376 ensg:PerOccurenceMember stpr:CA us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:PerFacilityMember ensg:AllStatesAcceptColoradoDomain us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 ensg:AggregateDeductibleMember stpr:CA us-gaap:ParentCompanyMember us-gaap:GeneralLiabilityMember us-gaap:SubsequentEventMember 2017-01-01 0001125376 ensg:StopLossInsuranceLimitPerClaimMember ensg:HealthLiabilityInsuranceMember 2016-12-31 0001125376 ensg:PerOccurenceMember stpr:CO us-gaap:ThirdPartyPayorMember us-gaap:GeneralLiabilityMember 2016-12-31 0001125376 us-gaap:CommonStockMember 2015-02-09 0001125376 us-gaap:CommonStockMember 2016-01-01 2016-12-31 0001125376 us-gaap:CommonStockMember 2015-01-01 2015-12-31 0001125376 us-gaap:CommonStockMember 2015-02-18 0001125376 us-gaap:CommonStockMember 2015-11-04 0001125376 us-gaap:CommonStockMember 2015-02-18 2015-02-24 0001125376 us-gaap:CommonClassAMember 2015-01-01 2015-12-31 0001125376 us-gaap:CommonClassAMember 2016-01-01 2016-12-31 0001125376 us-gaap:CommonClassAMember 2014-01-01 2014-12-31 0001125376 us-gaap:DomesticCorporateDebtSecuritiesMember 2015-12-31 0001125376 us-gaap:DomesticCorporateDebtSecuritiesMember 2016-12-31 0001125376 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001125376 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001125376 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2015-12-31 0001125376 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2016-12-31 0001125376 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2015-12-31 0001125376 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2015-12-31 0001125376 ensg:ManagedCareMember 2016-12-31 0001125376 ensg:MedicaidMember 2016-12-31 0001125376 ensg:ManagedCareMember 2015-12-31 0001125376 ensg:PrivatePayAndOtherMember 2015-12-31 0001125376 ensg:MedicareMember 2015-12-31 0001125376 ensg:MedicaidMember 2015-12-31 0001125376 ensg:PrivatePayAndOtherMember 2016-12-31 0001125376 ensg:MedicareMember 2016-12-31 0001125376 ensg:MedicaidSkilledMember 2016-01-01 2016-12-31 0001125376 ensg:MedicareMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember 2016-01-01 2016-12-31 0001125376 us-gaap:SelfPayMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidSkilledMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidSkilledMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidMember 2015-01-01 2015-12-31 0001125376 ensg:ManagedCareMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidMember 2016-01-01 2016-12-31 0001125376 ensg:MedicareMember 2015-01-01 2015-12-31 0001125376 us-gaap:IntersegmentEliminationMember 2014-01-01 2014-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:ManagedCareMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 us-gaap:SelfPayMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 us-gaap:SelfPayMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicareMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicareMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:ManagedCareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:ManagedCareMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidSkilledMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidSkilledMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidSkilledMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicareMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidSkilledMember ensg:AssistedandIndependentLivingServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:ManagedCareMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 us-gaap:SelfPayMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 us-gaap:SelfPayMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:MedicaidMember ensg:TransitionalandSkilledServicesSegmentMember 2016-01-01 2016-12-31 0001125376 ensg:AssistedLivingandIndependentLivingFacilityMemberMember 2016-12-31 0001125376 ensg:MedicaidMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 us-gaap:SelfPayMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 us-gaap:SelfPayMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:ManagedCareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicareMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 us-gaap:SelfPayMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidSkilledMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 ensg:ManagedCareMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 ensg:MedicareMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:ManagedCareMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:ManagedCareMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidSkilledMember ensg:TransitionalandSkilledServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicareMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidSkilledMember ensg:AssistedandIndependentLivingServicesSegmentMember 2015-01-01 2015-12-31 0001125376 ensg:MedicaidSkilledMember ensg:HomeHealthandHospiceSegmentMember 2015-01-01 2015-12-31 0001125376 us-gaap:SelfPayMember us-gaap:AllOtherSegmentsMember 2015-01-01 2015-12-31 0001125376 us-gaap:IntersegmentEliminationMember 2015-01-01 2015-12-31 0001125376 us-gaap:IntersegmentEliminationMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidSkilledMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidSkilledMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidSkilledMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidSkilledMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidMember us-gaap:AllOtherSegmentsMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 us-gaap:SelfPayMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicareMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:ManagedCareMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidMember ensg:TransitionalandSkilledServicesSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidMember ensg:HomeHealthandHospiceSegmentMember 2014-01-01 2014-12-31 0001125376 ensg:MedicaidMember ensg:AssistedandIndependentLivingServicesSegmentMember 2014-01-01 2014-12-31 0001125376 us-gaap:OffMarketFavorableLeaseMember 2014-01-01 2014-12-31 0001125376 us-gaap:BuildingAndBuildingImprovementsMember 2016-01-01 2016-12-31 0001125376 ensg:AssembledOccupancyAcquiredMember 2014-01-01 2014-12-31 0001125376 us-gaap:OffMarketFavorableLeaseMember 2015-01-01 2015-12-31 0001125376 us-gaap:LandMember 2014-01-01 2014-12-31 0001125376 us-gaap:OtherIntangibleAssetsMember 2015-01-01 2015-12-31 0001125376 us-gaap:FurnitureAndFixturesMember 2014-01-01 2014-12-31 0001125376 us-gaap:LandMember 2015-01-01 2015-12-31 0001125376 us-gaap:GoodwillMember 2016-01-01 2016-12-31 0001125376 us-gaap:GoodwillMember 2014-01-01 2014-12-31 0001125376 us-gaap:FurnitureAndFixturesMember 2015-01-01 2015-12-31 0001125376 us-gaap:BuildingAndBuildingImprovementsMember 2014-01-01 2014-12-31 0001125376 us-gaap:BuildingAndBuildingImprovementsMember 2015-01-01 2015-12-31 0001125376 us-gaap:LandMember 2016-01-01 2016-12-31 0001125376 us-gaap:GoodwillMember 2015-01-01 2015-12-31 0001125376 us-gaap:IndefinitelivedIntangibleAssetsMember 2016-01-01 2016-12-31 0001125376 us-gaap:OffMarketFavorableLeaseMember 2016-01-01 2016-12-31 0001125376 us-gaap:OtherIntangibleAssetsMember 2016-01-01 2016-12-31 0001125376 us-gaap:IndefinitelivedIntangibleAssetsMember 2015-01-01 2015-12-31 0001125376 ensg:AssembledOccupancyAcquiredMember 2016-01-01 2016-12-31 0001125376 ensg:AssembledOccupancyAcquiredMember 2015-01-01 2015-12-31 0001125376 us-gaap:OtherIntangibleAssetsMember 2014-01-01 2014-12-31 0001125376 us-gaap:IndefinitelivedIntangibleAssetsMember 2014-01-01 2014-12-31 0001125376 us-gaap:FurnitureAndFixturesMember 2016-01-01 2016-12-31 0001125376 ensg:SkillednursingassistedlivinghomehealthhomecarehospiceandurgentcareMember 2015-01-01 2015-12-31 0001125376 ensg:SkillednursingassistedlivinghomehealthhomecarehospiceandurgentcareMember 2015-12-31 0001125376 sic:Z8051 2016-12-31 0001125376 ensg:SkilledNursingCareFacilitiesandAssistedLivingOperationsMember us-gaap:SubsequentEventMember 2017-02-01 2017-02-01 0001125376 sic:Z8051 2016-01-01 2016-12-31 0001125376 ensg:AssistedLivingFacilityMember 2016-01-01 2016-12-31 0001125376 sic:Z8051 sic:Z8051 2016-01-01 2016-12-31 0001125376 sic:Z8051 2015-01-01 2015-12-31 0001125376 naics:ZZ621610 2016-01-01 2016-12-31 0001125376 ensg:HomeHealthHospiceAgenciesandHomeCareServicesMember 2015-01-01 2015-12-31 0001125376 ensg:SkillednursingassistedlivingandindependentlivingfacilitiesMember 2016-01-01 2016-12-31 0001125376 sic:Z8051 2015-01-01 2015-12-31 0001125376 ensg:SkilledNursingCareFacilitiesHomeHealthCareServicesandHospiceAgenciesMemberDomain 2016-01-01 2016-12-31 0001125376 ensg:AssistedLivingFacilityMember us-gaap:SubsequentEventMember 2017-02-01 0001125376 ensg:SkilledNursingCareFacilitiesandAssistedLivingOperationsMember 2014-01-01 2014-12-31 0001125376 ensg:SkillednursingassistedlivingandindependentlivingfacilitiesMember 2016-01-01 2016-12-31 0001125376 ensg:HospiceAgencyMember 2016-01-01 2016-12-31 0001125376 ensg:AssistedLivingFacilityMember 2016-12-31 0001125376 sic:Z8051 2016-01-01 2016-12-31 0001125376 sic:Z8051 2016-12-31 0001125376 ensg:UrgentCareCentersMember 2015-01-01 2015-12-31 0001125376 us-gaap:NotesPayableToBanksMember us-gaap:CollateralizedDebtObligationsMember 2014-12-31 0001125376 ensg:SkillednursingassistedlivinghomehealthhomecarehospiceandurgentcareMember 2014-01-01 2014-12-31 0001125376 ensg:AssistedLivingandIndependentLivingFacilityMemberMember 2015-12-31 0001125376 ensg:AssistedLivingFacilityMember 2016-12-31 0001125376 sic:Z8051 2016-01-01 2016-12-31 0001125376 ensg:SkilledNursingCareFacilitiesandAssistedLivingOperationsMember 2015-01-01 2015-12-31 0001125376 sic:Z8051 2015-12-31 0001125376 ensg:HomeHealthHospiceAgenciesandHomeCareServicesMember 2014-01-01 2014-12-31 0001125376 ensg:SkillednursingassistedlivingandindependentlivingfacilitiesMember 2015-01-01 2015-12-31 0001125376 sic:Z8051 us-gaap:SubsequentEventMember 2017-02-01 0001125376 us-gaap:LandMember 2015-12-31 0001125376 us-gaap:BuildingAndBuildingImprovementsMember 2015-12-31 0001125376 us-gaap:FurnitureAndFixturesMember 2015-12-31 0001125376 us-gaap:LeaseholdImprovementsMember 2015-12-31 0001125376 us-gaap:LandMember 2016-12-31 0001125376 us-gaap:FurnitureAndFixturesMember 2016-12-31 0001125376 us-gaap:EquipmentMember 2016-12-31 0001125376 us-gaap:EquipmentMember 2015-12-31 0001125376 us-gaap:ConstructionInProgressMember 2015-12-31 0001125376 us-gaap:BuildingAndBuildingImprovementsMember 2016-12-31 0001125376 us-gaap:ConstructionInProgressMember 2016-12-31 0001125376 us-gaap:LeaseholdImprovementsMember 2016-12-31 0001125376 us-gaap:CustomerRelationshipsMember 2016-12-31 0001125376 us-gaap:LeasesAcquiredInPlaceMember 2015-12-31 0001125376 us-gaap:LeasesAcquiredInPlaceMember 2016-12-31 0001125376 us-gaap:CustomerRelationshipsMember 2015-12-31 0001125376 ensg:AssembledOccupancyAcquiredMember 2016-12-31 0001125376 us-gaap:OffMarketFavorableLeaseMember 2016-12-31 0001125376 us-gaap:TradeNamesMember 2016-12-31 0001125376 us-gaap:TradeNamesMember 2015-12-31 0001125376 ensg:AssembledOccupancyAcquiredMember 2015-12-31 0001125376 us-gaap:CustomerRelationshipsMember 2016-01-01 2016-12-31 0001125376 us-gaap:OffMarketFavorableLeaseMember 2015-12-31 0001125376 us-gaap:LeasesAcquiredInPlaceMember 2016-01-01 2016-12-31 0001125376 us-gaap:TradeNamesMember 2016-01-01 2016-12-31 0001125376 ensg:AssistedLivingFacilityMember us-gaap:OffMarketFavorableLeaseMember 2016-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember ensg:UrgentCareCentersMember us-gaap:CustomerRelationshipsMember 2016-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2014-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2014-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2015-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2013-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2016-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2013-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2014-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2015-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2016-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2016-12-31 0001125376 ensg:HomeHealthandHospiceSegmentMember 2013-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2016-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2013-12-31 0001125376 ensg:TransitionalandSkilledServicesSegmentMember 2015-12-31 0001125376 us-gaap:AllOtherSegmentsMember 2014-12-31 0001125376 ensg:AssistedandIndependentLivingServicesSegmentMember 2015-12-31 0001125376 us-gaap:TradeNamesMember ensg:HomeHealthandHospiceSegmentMember 2015-12-31 0001125376 us-gaap:TradeNamesMember ensg:HomeHealthandHospiceSegmentMember 2016-12-31 0001125376 ensg:HomeHealthAndHospiceMedicareLicenseMember ensg:HomeHealthandHospiceSegmentMember 2016-12-31 0001125376 ensg:HomeHealthAndHospiceMedicareLicenseMember ensg:HomeHealthandHospiceSegmentMember 2015-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember ensg:UrgentCareCentersMember us-gaap:TradeNamesMember 2016-01-01 2016-12-31 0001125376 ensg:HomeHealthAndHospiceMedicareLicenseMember ensg:HomeHealthandHospiceSegmentMember 2016-01-01 2016-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember us-gaap:AllOtherSegmentsMember 2016-01-01 2016-12-31 0001125376 ensg:HomeHealthAndHospiceMedicareLicenseMember us-gaap:TradeNamesMember 2016-01-01 2016-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember ensg:AllOtherMember 2014-01-01 2014-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember ensg:AllOtherMember 2015-01-01 2015-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember ensg:AllOtherMember 2016-01-01 2016-12-31 0001125376 ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2015-01-01 2015-12-31 0001125376 ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2016-01-01 2016-12-31 0001125376 ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-01-01 2014-12-31 0001125376 us-gaap:StateAndLocalJurisdictionMember 2015-12-31 0001125376 us-gaap:StateAndLocalJurisdictionMember 2016-12-31 0001125376 us-gaap:DomesticCountryMember 2015-12-31 0001125376 us-gaap:DomesticCountryMember 2016-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember ensg:SecondAmendedCreditFacilityMember 2016-12-31 0001125376 us-gaap:NotesPayableOtherPayablesMember us-gaap:CollateralizedDebtObligationsMember 2016-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember 2016-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember ensg:SecondAmendedCreditFacilityMember 2015-12-31 0001125376 us-gaap:NotesPayableOtherPayablesMember us-gaap:CollateralizedDebtObligationsMember 2015-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember 2015-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember 2016-02-05 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MaximumMember 2016-02-05 2016-02-05 0001125376 us-gaap:MortgagesMember us-gaap:CollateralizedDebtObligationsMember us-gaap:MinimumMember 2016-01-01 2016-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MinimumMember 2014-05-30 2014-05-30 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MinimumMember 2016-02-05 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MinimumMember 2016-02-05 2016-02-05 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember ensg:SecondAmendedCreditFacilityMember 2016-07-19 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MaximumMember 2016-02-05 0001125376 us-gaap:SeniorDebtObligationsMember us-gaap:SecuredDebtMember 2016-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MaximumMember 2014-05-30 2014-05-30 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember 2014-05-30 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MaximumMember 2014-05-30 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember us-gaap:MinimumMember 2014-05-30 0001125376 us-gaap:NotesPayableToBanksMember us-gaap:CollateralizedDebtObligationsMember 2015-04-02 0001125376 us-gaap:MortgagesMember us-gaap:CollateralizedDebtObligationsMember us-gaap:MaximumMember 2016-01-01 2016-12-31 0001125376 us-gaap:MortgagesMember us-gaap:CollateralizedDebtObligationsMember 2015-07-01 0001125376 us-gaap:NotesPayableToBanksMember us-gaap:CollateralizedDebtObligationsMember 2015-12-31 0001125376 us-gaap:RevolvingCreditFacilityMember ensg:SunTrustBankMember ensg:SecondAmendedCreditFacilityMember us-gaap:SubsequentEventMember 2017-02-06 0001125376 us-gaap:EmployeeStockOptionMember 2014-12-31 0001125376 us-gaap:EmployeeStockOptionMember 2015-12-31 0001125376 us-gaap:EmployeeStockOptionMember 2016-01-01 2016-12-31 0001125376 us-gaap:EmployeeStockOptionMember 2016-12-31 0001125376 us-gaap:EmployeeStockOptionMember 2015-01-01 2015-12-31 0001125376 us-gaap:EmployeeStockOptionMember 2014-01-01 2014-12-31 0001125376 us-gaap:DirectorMember 2016-01-01 2016-12-31 0001125376 ensg:A2005PlanMember 2016-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2016-12-31 0001125376 us-gaap:RestrictedStockMember 2016-01-01 2016-12-31 0001125376 ensg:A2007PlanMember 2016-12-31 0001125376 ensg:A2001PlanMember 2014-12-31 0001125376 ensg:A2001PlanMember 2016-12-31 0001125376 ensg:A2001PlanMember 2015-12-31 0001125376 ensg:A2007PlanMember 2015-12-31 0001125376 us-gaap:RestrictedStockMember 2016-12-31 0001125376 ensg:StockAwardsMember 2014-01-01 2014-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2016-01-01 2016-12-31 0001125376 ensg:A2007PlanMember 2014-12-31 0001125376 ensg:StockAwardsMember 2016-01-01 2016-12-31 0001125376 ensg:StockAwardsMember 2015-01-01 2015-12-31 0001125376 us-gaap:RestrictedStockMember 2015-01-01 2015-12-31 0001125376 us-gaap:RestrictedStockMember 2014-01-01 2014-12-31 0001125376 ensg:ExercisePriceRangeSevenMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeTwoMember 2016-12-31 0001125376 ensg:ExercisePriceRangeFourMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeThreeMember 2016-12-31 0001125376 ensg:ExercisePriceRangeEightMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeTenMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeEightMember 2016-12-31 0001125376 ensg:ExercisePriceRangeThreeMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeFourMember 2016-12-31 0001125376 ensg:ExercisePriceRangeSixMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeFiveMember 2016-12-31 0001125376 ensg:ExercisePriceRangeNineMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeSevenMember 2016-12-31 0001125376 ensg:ExercisePriceRangeTwoMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeFiveMember 2016-01-01 2016-12-31 0001125376 ensg:ExercisePriceRangeSixMember 2016-12-31 0001125376 ensg:ExercisePriceRangeNineMember 2016-12-31 0001125376 ensg:ExercisePriceRangeTenMember 2016-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2014-01-01 2014-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2015-01-01 2015-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2015-12-31 0001125376 us-gaap:SubsidiariesMember ensg:StockAwardsMember 2014-12-31 0001125376 ensg:A2005PlanMember 2015-12-31 0001125376 ensg:A2005PlanMember 2014-12-31 0001125376 ensg:VariousLandlordsMemberMember 2016-01-01 2016-12-31 0001125376 ensg:CareTrustREITMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 0001125376 ensg:CareTrustREITMember 2015-01-01 2015-12-31 0001125376 ensg:CareTrustREITMember 2014-06-02 2014-06-03 0001125376 ensg:CareTrustREITMember 2016-01-01 2016-12-31 0001125376 ensg:CareTrustREITMember 2014-01-01 2014-12-31 0001125376 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember 2016-12-31 0001125376 us-gaap:SubsequentEventMember 2017-02-06 0001125376 us-gaap:GeneralLiabilityMember 2016-01-01 2016-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember 2015-12-31 0001125376 ensg:TotalMedicaidAndMedicareRevenueMember 2016-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2016-01-01 2016-12-31 0001125376 us-gaap:HealthInsuranceProductLineMember 2016-12-31 0001125376 ensg:WorkersCompensationMember 2016-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2015-12-31 0001125376 us-gaap:HealthInsuranceProductLineMember 2016-01-01 2016-12-31 0001125376 us-gaap:HealthInsuranceProductLineMember 2015-12-31 0001125376 ensg:WorkersCompensationMember 2014-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2015-01-01 2015-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2016-01-01 2016-12-31 0001125376 us-gaap:HealthInsuranceProductLineMember 2015-01-01 2015-12-31 0001125376 ensg:WorkersCompensationMember 2016-01-01 2016-12-31 0001125376 ensg:WorkersCompensationMember 2015-01-01 2015-12-31 0001125376 us-gaap:HealthInsuranceProductLineMember 2014-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2014-12-31 0001125376 ensg:WorkersCompensationMember 2015-12-31 0001125376 us-gaap:ProfessionalMalpracticeLiabilityMember 2016-12-31 0001125376 2006-01-01 2006-12-31 0001125376 ensg:CareTrustREITMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-12-31 0001125376 us-gaap:ParentCompanyMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-09-30 0001125376 us-gaap:ParentCompanyMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 0001125376 ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 0001125376 ensg:CareTrustREITMember us-gaap:SeniorSubordinatedNotesMember ensg:GeneralElectricCapitalCorporationGECCMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 0001125376 us-gaap:ParentCompanyMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-02 2014-06-03 0001125376 us-gaap:ParentCompanyMember 2014-03-31 0001125376 ensg:CareTrustREITMember us-gaap:PrivatePlacementMember ensg:GeneralElectricCapitalCorporationGECCMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 0001125376 ensg:CareTrustREITMember us-gaap:PrivatePlacementMember ensg:RealEstateInvestmentTrustSpinOffTransactionMember 2014-06-01 ensg:Segments utreg:Rate xbrli:shares ensg:business iso4217:USD xbrli:shares ensg:Beds ensg:facilities iso4217:USD ensg:Renewals ensg:Operations xbrli:pure ensg:Companies ensg:Agreements false --12-31 FY 2016 2016-12-31 10-K 0001125376 50898387 Yes Large Accelerated Filer 884000000 ENSIGN GROUP, INC No Yes 0.588 0.586 750000 0.10 0.10 P5Y0M P3Y0M P19Y0M P20Y0M P12Y0M P5Y0M 3016000 2373000 -78731000 0 0 220752000 0 0 212000 5467000 9026000 0 0 P11Y0M P3Y0M 3976000 9124000 420000 1023000 -3110000 1251000 -2208000 26430000 28111000 38682000 -141165000 -141165000 1.00 1.00 1.00 1.00 1.00 1.00 2472000 1000000 16153000 400000 94 22 18 12 6 39 -1533000 -10785000 -467000 50676000 32713000 23634000 0 0 2066000 735000 -2801000 0 0 2447000 881000 -3328000 0 0 0 2929000 2184000 -5113000 3417000 11699000 0 2 8939000 0.0175 0.0075 0.0225 0.0125 0.0275 0.0175 0.0325 0.0225 48000000 99051000 275486000 10501000 0 0 7205000 5 8 8 141165000 224000 224000 100000 100000 154 160 20 9 186 210 137247000 4450 10 142 9 2013 2580 17700 2336 463 124 32000 357000 7938000 17750000 23998000 120935000 127348000 5604000 0 -5961000 0 0.010 94000000 2 6120000 4604000 5884000 6099000 13252000 18368000 22.36 26.55 23.23 23.23 15.38 21.00 18.79 19.61 1.000 0.142 0.359 0.050 0.305 0.714 0.144 1.000 0.154 0.342 0.054 0.295 0.691 0.155 1.000 0.160 0.337 0.053 0.288 0.678 0.162 1027406000 48848000 54516000 903536000 23307000 -2801000 1341826000 88129000 90356000 1128835000 37834000 -3328000 1654864000 123636000 115813000 1377732000 42796000 -5113000 41492000 2333000 31160000 23508000 15983000 2498000 2218000 2526000 2704000 0.0875 1000000 0 25942000 9547000 567000 347000 5357000 2996000 1952000 3396000 1162000 618000 120 93 122 0 148125000 7500000 140625000 150000000 270125000 300000000 2.75 2.50 2.75 2.50 3.50 1.50 149 21 17 0.0062 0.0063 0.0080 4971000 36029000 38991000 239334000 56411000 90677000 49970000 42276000 284224000 66346000 111031000 55500000 51347000 209026000 244433000 209026000 244433000 4230000 9130000 82694000 110036000 P0Y P18Y6M P24Y8M P32Y1M P30Y0M 235076000 252493000 5190000 0 399000 3134000 1657000 5190000 6677000 0 582000 4164000 1931000 6677000 7776000 1325000 612000 4793000 2371000 7776000 30308000 39791000 687000 591000 825000 1089000 3824000 4634000 1602000 1084000 258000 838000 0 0 137000 747759000 1001025000 279567000 333862000 1.05 0.94 54790000 48992000 1524371000 1725063000 642000 997000 182546000 70199000 0 -18000 6000 7935000 3109000 4171000 6828000 65755000 50408000 78731000 41569000 41569000 57706000 78731000 41569000 0 0 57706000 0 0 -15347000 -8839000 16137000 250000 2500000 0.1425 0.1525 0.1625 0.001 0.001 75000000 75000000 51918000 52787000 5000000 51370000 50838000 51000 52000 37062000 55432000 49990000 34853000 55917000 52843000 822669000 1067694000 1341814000 954482000 1248744000 1563017000 25490000 28149000 30043000 29895000 33910000 35226000 4405000 5761000 5183000 99671000 284157000 3417000 0.026 0.053 P33Y0M P12Y0M 0 542000 3137000 5082000 0 -2438000 2026000 -1034000 11088000 2021000 3611000 -3094000 1272000 -2251000 19671000 25409000 6696000 6994000 -656000 -754000 -1217000 40523000 48482000 20852000 23073000 20852000 23073000 3439000 3461000 3439000 3430000 18957000 21732000 12313000 15956000 5814000 7333000 125000 5925000 4478000 3743000 14773000 20643000 565000 682000 862000 0.15 0.90 400000 1582000 26430000 1996000 539000 19673000 4222000 0 28111000 3338000 980000 18008000 5785000 0 38682000 4157000 924000 26298000 7303000 0 0 0 11225000 3137000 6441000 6441000 7858000 7858000 8282000 8282000 2072000 2186000 0.80 1.10 0.99 0.78 1.06 0.96 0.444 0.386 0.384 0.350 0.350 0.350 0.006 0.052 0.006 0.000 0.009 0.000 -0.004 -0.006 -0.005 0.040 0.036 0.030 78890000 84686000 13457000 7594000 P3Y1M P3Y5M 4264000 4264000 3680000 3680000 3079000 3079000 1325000 1432000 -107000 2881000 2881000 4104000 4104000 4280000 3700000 3181000 4264000 3680000 3079000 0 0 7190000 9233000 4476000 1013000 577000 2923000 244000 8086000 1897000 1253000 78000 4589000 269000 25182000 2282000 1475000 2282000 1573000 2282000 54664000 4779000 5300000 604000 43248000 733000 43162000 582000 1897000 7190000 4933000 483000 35116000 733000 45431000 303000 4287000 27000 40325000 489000 35076000 0 3680000 405000 30527000 464000 6512000 0 0 19160000 19160000 -100000 -205000 -164000 -4067000 0 0 56895000 64163000 69165000 23935000 316000 7278000 13338000 3003000 30269000 1756000 10929000 14221000 3363000 40886000 3538000 16102000 14221000 7025000 67100000 3538000 17901000 40636000 5025000 6334000 1440000 3651000 883000 360000 10617000 1782000 5173000 0 3662000 30343000 0 1799000 26415000 2129000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 -4103000 4103000 0 0 0 -4103000 -26000 0 0 0 -26000 1027406000 145796000 0 7581000 138215000 0 369106000 11590000 5245000 352271000 0 51157000 0 0 51157000 0 313144000 0 38421000 274723000 0 733407000 11590000 43666000 678151000 0 148203000 37258000 3269000 85104000 22572000 48848000 54516000 901470000 22572000 1341826000 206770000 0 12027000 194743000 0 458956000 19642000 8946000 430368000 0 71905000 0 0 71905000 0 395503000 0 63074000 332429000 0 926364000 19642000 72020000 834702000 0 208692000 68487000 6309000 96943000 36953000 88129000 90356000 1126388000 36953000 1654864000 265508000 0 17664000 247844000 0 557958000 26397000 10498000 521063000 0 87517000 0 0 87517000 0 477019000 0 80500000 396519000 0 1122494000 26397000 90998000 1005099000 0 266862000 97239000 7151000 121860000 40612000 123636000 115813000 1374803000 40612000 34717000 35184000 0 137000 60542000 91099000 85818000 33741000 55917000 52843000 26801000 35182000 32975000 22029000 35490000 23163000 7978000 1780000 577000 31867000 100324000 63617000 0 0 987000 16644000 22178000 -4978000 -2000 314000 956000 340000 2813000 -365000 6337000 21403000 12588000 -864000 10340000 1465000 -6897000 5149000 -7839000 1881000 5418000 8125000 8219000 0 0 1508000 1894000 1578000 18646000 16731000 1915000 19586000 18440000 1146000 800000 1709000 31000 12976000 2828000 7136000 13511000 2773000 6428000 -1661000 0 0 594000 845000 1107000 48947000 89264000 125221000 P5Y0M P15Y0M 320774000 540530000 747759000 1001025000 179866000 211928000 49960000 15758000 3801000 30401000 56003000 20219000 5074000 30710000 65351000 23402000 5639000 36310000 467000 775000 0 308000 1223000 586000 0 637000 35381000 8822000 14648000 11911000 66062000 10290000 37586000 18186000 40957000 12508000 15921000 12528000 74187000 12887000 38151000 23149000 300000000 250000000 450000000 150000000 85000000 122000000 0.050 150000000 75000000 0.0050 0.0030 0.0050 0.0030 2100000 2800000 0 700000 284157000 2342000 620000 8129000 8129000 240900000 8241000 8208000 8178000 357171000 99051000 275486000 13403000 -339000 4046000 72624000 126330000 152885000 -172851000 -168538000 -210636000 84880000 33369000 73888000 35950000 35950000 55432000 55432000 49990000 49990000 -2209000 -2209000 485000 485000 2853000 2853000 0 3488000 0 2000000 0 700000 6248000 14671000 14032000 629000 1 9 21 7 50 3 3 18 5 1 2 18 6 15 16 1 2 32 50 3 40 72924000 8195000 9701000 117816000 -62788000 0 93082000 11463000 13584000 136744000 -68709000 0 91847000 11701000 16571000 118118000 -54543000 0 1840186000 138498000 139191000 139851000 140211000 1145188000 0.025 4389000 84000 0 67000 46205000 58763000 34000 9631000 12614000 89000 0 0 1112000 1112000 -1023000 0 0 -78000 638000 48488000 88776000 124581000 46205000 58763000 0 1972000 4935000 7037000 -12382000 -1983000 -6029000 760000 673000 9631000 12614000 208635000 16153000 400000 1582000 32700000 56000000 56271000 0 0 30000000 30000000 -30000000 2069000 0 0 6297000 7494000 8173000 12883000 0 3278000 96085000 905000 28680000 729000 6334000 4195000 41995000 2933000 10314000 119965000 895000 10901000 360000 10617000 6285000 73502000 4612000 12811000 64521000 1299000 393000 363000 30343000 1741000 21057000 8265000 1054000 5750000 92669000 96085000 110802000 119965000 64310000 64521000 53693000 60018000 65699000 2310000 18827000 19871000 8141000 302000 2000000 2000000 40734000 106474000 0 112078000 0 495677000 334000000 844000000 24000 10000 391000 370000 87000 106000 3475000 4337000 6563000 33741000 55917000 52843000 382327000 151434000 781000 114752000 5504000 41451000 68405000 594534000 304263000 2441000 153170000 6931000 47565000 80164000 421846000 299633000 484498000 13179000 19802000 28512000 331198000 314417000 659514000 8219000 5082000 6400000 1819000 193420000 235021000 1027406000 1341826000 1654864000 3969000 3526000 750000 1000000 5000000 5000000 350000 3000000 3000000 3000000 1000000 1000000 1000000 75000 750000 300000 500000 1000000 750000 500000 18122000 21359000 37881000 43992000 260000000 99000000 5190000 6677000 9101000 P5Y0M 15.12 16.81 20.85 17.75 22.99 20.55 460000 366000 425000 429000 14.34 15.15 19.79 20.42 130000 234000 279000 13.38 17.36 19.58 0.0182 0.0169 0.0138 0.46 0.39 0.38 3960000 1000000 2000000 638000 294000 1534000 638000 294000 1740000 3042000 643000 294000 2105000 3.88 4.70 6.35 8.18 10496000 8709000 9199000 128000 233000 127000 8.14 12.55 14.46 2058000 637000 497000 0 0 0 5.66 9.08 7.00 75689000 67508000 55610000 4580000 5532000 5448000 5176000 5.65 8.51 10.36 11.62 3.93 5.20 6.47 12.68 23.27 19.43 10.55 5.90 4.77 21.47 7.98 6.56 18.79 4.06 2.56 2704000 597000 167000 143000 119000 331000 390000 0 542000 415000 5176000 1688000 167000 143000 590000 617000 528000 486000 542000 415000 18.94 7.99 4.96 25.24 11.49 7.96 19.89 4.56 4.06 P6Y6M P6Y6M P6Y4M 38811000 41128000 38101000 P6Y1M P8Y0M P5Y0M P4Y0M P9Y0M P7Y0M P6Y0M P10Y0M P3Y0M P2Y0M 20.50 22113000 237000 22591000 150000 51370000 123000 50838000 1520000 2004000 11550000 4623000 2734000 415000 -87000 255000 -27000 668000 -55000 20000 30000 16000 56000 63000 323000 105000 299000 252000 978000 488000 642000 25685000 106120000 106117000 3000 3845000 3475000 370000 2530000 2443000 87000 4152000 4045000 1000 106000 0 1892000 1892000 2517000 2517000 0 26000 -26000 15000000 1452000 1452000 -1452000 427324000 456449000 357257000 -1112000 101364000 22000 1161000 257502000 -1680000 257803000 0 114293000 22000 -1048000 145846000 -1310000 426985000 0 235076000 51000 -339000 193420000 -1223000 460495000 0 252493000 52000 4046000 235021000 -31117000 123000 1520000 1223000 31117000 46190000 52210000 52133000 44682000 44682000 50316000 50316000 50555000 50555000 0 0 321000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ACQUISITIONS - PRO FORMA FINANCIAL INFORMATION</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has established an acquisition strategy that is focused on identifying acquisitions within its target markets that offer the greatest opportunity for investment return at attractive prices. The facilities acquired by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming facilities, is often inadequate, inaccurate or unavailable. As a result, the Company has developed an acquisition assessment program that is based on existing and potential resident mix, the local available market, referral sources and operating expectations based on the Company's experience with its existing facilities. Following an acquisition, the Company implements a well-developed integration program to provide a plan for transition and generation of profits from facilities that have a history of significant operating losses. Consequently, the Company believes that prior operating results are not meaningful as the information is not generally representative of the Company's current operating results or indicative of the integration potential of its newly acquired facilities.</font></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents pro forma results of consolidated operations as if the acquisitions acquired from January 1, 2016 through the issuance date of the financial statements had occurred at the beginning of 2015, after giving effect to certain adjustments. </font></div><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Unaudited)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,725,063</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,524,371</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,992</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,790</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted net income per common share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our pro forma assumptions are as follows: </font></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenues and operating costs were based on actual results from the prior operator or from regulatory filings where available. If actual results were not available, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no information was available, estimates were derived from the Company&#8217;s post-acquisition operating results for that particular facility. Prior year results for the 2016 acquisitions were obtained from available financial information provided by prior operators or available cost reports filed by the prior operators.</font></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense is based upon the purchase price and average cost of debt borrowed during each respective year when applicable, and depreciation is calculated using the purchase price allocated to the related assets through acquisition accounting. </font></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The foregoing unaudited pro forma information is not indicative of what the results of operations would have been if the acquisitions had actually occurred at the 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 loss generated during the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, by individually immaterial business acquisitions completed through the issuance date of the Financial Statements of $</font><font style="font-family:inherit;font-size:10pt;">70,199</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$997</font><font style="font-family:inherit;font-size:10pt;">, respectively. Included in the table above are pro forma revenue and loss generated during the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2015</font><font style="font-family:inherit;font-size:10pt;">, by individually immaterial business acquisitions completed through the issuance date of the financial statements of </font><font style="font-family:inherit;font-size:10pt;">$182,546</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$642</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">COMMON STOCK </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Common Stock Repurchase Program</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"> </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On November 4, 2015 and February 9, 2016, the Company announced that its Board of Directors authorized two stock repurchase programs, under which the Company may repurchase up to </font><font style="font-family:inherit;font-size:10pt;">$15,000</font><font style="font-family:inherit;font-size:10pt;"> of its common stock under each program for a period of 12 months. Under these programs, the Company is authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. During the first quarter of 2016, the Company repurchased </font><font style="font-family:inherit;font-size:10pt;">1,452</font><font style="font-family:inherit;font-size:10pt;"> shares of its common stock for a total of </font><font style="font-family:inherit;font-size:10pt;">$30,000</font><font style="font-family:inherit;font-size:10pt;"> and the repurchase programs expired upon the repurchase of the full authorized amount under the plans. The Company did not have stock repurchase programs in place during the the year ended December 31, 2014. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Common Stock Offering </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February 9, 2015, the Company entered into an underwriting agreement with Wells Fargo Securities, LLC as representative of the underwriters named therein (collectively, the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters </font><font style="font-family:inherit;font-size:10pt;">5,000</font><font style="font-family:inherit;font-size:10pt;"> shares of its common stock and also agreed to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of up to </font><font style="font-family:inherit;font-size:10pt;">750</font><font style="font-family:inherit;font-size:10pt;"> additional shares of common stock (the Common Stock Offering). </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subsequently, the Company completed a common stock offering, issuing </font><font style="font-family:inherit;font-size:10pt;">5,467</font><font style="font-family:inherit;font-size:10pt;"> shares at approximately </font><font style="font-family:inherit;font-size:10pt;">$20.50</font><font style="font-family:inherit;font-size:10pt;"> per share. After deducting underwriting discounts and commissions of </font><font style="font-family:inherit;font-size:10pt;">$5,604</font><font style="font-family:inherit;font-size:10pt;">, excluding other issuance costs of </font><font style="font-family:inherit;font-size:10pt;">$357</font><font style="font-family:inherit;font-size:10pt;">, the Company received net proceeds of </font><font style="font-family:inherit;font-size:10pt;">$106,474</font><font style="font-family:inherit;font-size:10pt;">. The Company then used </font><font style="font-family:inherit;font-size:10pt;">$94,000</font><font style="font-family:inherit;font-size:10pt;"> of the net proceeds to pay off outstanding amounts under its credit facility.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Rent </font><font style="font-family:inherit;font-size:10pt;">- Deferred rent represents rental expense, determined on a straight-line basis over the life of the related lease, in excess of actual rent payments.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Insurance Subsidiary Deposits and Investments &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company's captive insurance subsidiary cash and cash equivalents, deposits and investments are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt security investments and the remainder is held in a bank account with a high credit quality financial institution. See further discussion at Note 5, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value Measurements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Noncontrolling Interest &#8212; </font><font style="font-family:inherit;font-size:10pt;">The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SPIN-OFF OF REAL ESTATE ASSETS THROUGH A REAL ESTATE INVESTMENT TRUST</font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On June 1, 2014, the Company completed its plan to separate into </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> separate publicly traded companies by creating a newly formed, publicly traded real estate investment trust (REIT), known as CareTrust REIT, Inc. (CareTrust), through a tax free spin-off (the Spin-Off). The Company effected the Spin-Off by distributing 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, the record 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 will qualify as a tax-free transaction for U.S. federal income tax purposes. The private letter ruling relies on certain facts, representations, assumptions and undertakings. </font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior to the Spin-Off, the Company entered into a Separation and Distribution Agreement with CareTrust, setting forth the mechanics of the Spin-Off, certain organizational 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. </font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Immediately before the Spin-Off, on May 30, 2014, while CareTrust was a wholly-owned subsidiary of the Company, CareTrust raised </font><font style="font-family:inherit;font-size:10pt;">$260,000</font><font style="font-family:inherit;font-size:10pt;"> of debt financing (the Bond). CareTrust also entered into the Fifth Amended and Restated Loan Agreement, with General Electric Capital Corporation (GECC), which consisted of an additional loan of </font><font style="font-family:inherit;font-size:10pt;">$50,676</font><font style="font-family:inherit;font-size:10pt;"> to an aggregate principal amount of </font><font style="font-family:inherit;font-size:10pt;">$99,000</font><font style="font-family:inherit;font-size:10pt;"> (the Ten Project Note). The Ten Project Note and the Bond were assumed by CareTrust in connection with the Spin-Off. CareTrust transferred </font><font style="font-family:inherit;font-size:10pt;">$220,752</font><font style="font-family:inherit;font-size:10pt;"> to the Company, a portion of which the Company used to retire </font><font style="font-family:inherit;font-size:10pt;">$208,635</font><font style="font-family:inherit;font-size:10pt;"> 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 outstanding debt. The amount retained by the Company of </font><font style="font-family:inherit;font-size:10pt;">$8,219</font><font style="font-family:inherit;font-size:10pt;"> was recorded as restricted cash, of which </font><font style="font-family:inherit;font-size:10pt;">$6,400</font><font style="font-family:inherit;font-size:10pt;"> was classified as current assets and </font><font style="font-family:inherit;font-size:10pt;">$1,819</font><font style="font-family:inherit;font-size:10pt;"> was classified as non-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 Company intended to use to pay up to eight regular quarterly dividend payments. During the year ended December 31, 2015 and 2014, the Company utilized </font><font style="font-family:inherit;font-size:10pt;">$3,137</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$5,082</font><font style="font-family:inherit;font-size:10pt;">, respectively, to pay the quarterly dividend payments. The remaining cash of </font><font style="font-family:inherit;font-size:10pt;">$78,731</font><font style="font-family:inherit;font-size:10pt;"> that CareTrust retained on the Spin-Off date was transferred to CareTrust as part of the assets and liabilities contributed to CareTrust in connection with the Spin-Off. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of March 31, 2014, the Company operated </font><font style="font-family:inherit;font-size:10pt;">120</font><font style="font-family:inherit;font-size:10pt;"> affiliated facilities. Prior to the Spin-Off, the Company separated the healthcare operations from the independent living operations at two locations, resulting in a total of </font><font style="font-family:inherit;font-size:10pt;">122</font><font style="font-family:inherit;font-size:10pt;"> affiliated facilities. In connection with the Spin-Off, the Company contributed to CareTrust the assets and liabilities associated with </font><font style="font-family:inherit;font-size:10pt;">94</font><font style="font-family:inherit;font-size:10pt;"> real property and </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> independent living facilities that CareTrust now operates and that were previously owned by the Company. The results of the three independent living facilities that were transferred to CareTrust in connection with the Spin-Off were not material to 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 their historical carrying values, which were as follows: </font></div><div style="line-height:120%;padding-bottom:13px;text-align:center;text-indent:30px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.41520467836257%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:87%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78,731</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other current assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">421,846</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred financing costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,088</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accounts payable and accrued expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,971</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current deferred tax liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(125</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liability</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,925</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current maturities of long-term debt</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,342</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt&#8212;less current maturities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(357,171</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net contribution</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">141,165</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As a result of the Spin-Off, CareTrust owns all of the </font><font style="font-family:inherit;font-size:10pt;">94</font><font style="font-family:inherit;font-size:10pt;"> real property and three independent living facilities that were transferred in connection with the Spin-Off. The Company leases the </font><font style="font-family:inherit;font-size:10pt;">94</font><font style="font-family:inherit;font-size:10pt;"> real property facilities from CareTrust under </font><font style="font-family:inherit;font-size:10pt;">eight</font><font style="font-family:inherit;font-size:10pt;"> &#8220;triple-net&#8221; master lease agreements (collectively, the Master Leases). The Company continues to operate the affiliated skilled nursing, assisted living and independent living facilities that are leased from CareTrust pursuant to the Master Leases. See Note 18, Leases for detail of the Master Leases arrangement. In addition, Christopher Christensen, the Company's Chief Executive Officer, served as a board member of CareTrust subsequent to the Spin-Off through April 15, 2015.</font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company did not incur transactions costs related to the Spin-Off for the year ended December 31, 2016 and 2015. The Company incurred transaction costs associated with the Spin-Off of </font><font style="font-family:inherit;font-size:10pt;">$9,026</font><font style="font-family:inherit;font-size:10pt;"> for years ended December 31, 2014, which is included in general and administrative expenses within the consolidated statements of income.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:center;text-indent:30px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.41520467836257%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:87%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78,731</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other current assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">421,846</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred financing costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,088</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accounts payable and accrued expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,971</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current deferred tax liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(125</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liability</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,925</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current maturities of long-term debt</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,342</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt&#8212;less current maturities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(357,171</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net contribution</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">141,165</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">REVENUE AND ACCOUNTS RECEIVABLE</font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> is summarized in the following tables:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td style="width:42%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557,958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">458,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">369,106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">477,019</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">395,503</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313,144</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid &#8212; skilled</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Medicaid and Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,122,494</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">926,364</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733,407</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265,508</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206,770</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145,796</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other payors</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266,862</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208,692</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,203</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.</font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accounts receivable as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;"> is summarized in the following table: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111,031</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,677</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66,346</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56,411</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,500</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,970</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other payors</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,347</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,276</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284,224</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">239,334</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(39,791</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30,308</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accounts receivable, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">244,433</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">209,026</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.828125%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:53%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" rowspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">General and Professional Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Workers' Compensation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Health</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance January&#160;1, 2015</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,401</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,758</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,801</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,960</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,528</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,921</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,957</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Claims paid and direct expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11,911</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,822</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14,648</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35,381</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in long-term insurance losses recoverable</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(308</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">775</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">467</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance December&#160;31, 2015</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,710</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20,219</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,074</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56,003</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,149</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,887</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,151</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74,187</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Claims paid and direct expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,186</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10,290</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(37,586</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66,062</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in long-term insurance losses recoverable</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">586</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,223</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,310</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,402</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,639</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65,351</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:59%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,610</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75,689</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,811</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected to vest</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,983</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31,160</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,199</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,709</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Basis of Presentation &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the 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 a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities was not material during the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company completed the sale of its urgent care centers for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$41,492</font><font style="font-family:inherit;font-size:10pt;">. The sale transactions do not meet the criteria of discontinued operations as they do not represent a strategic shift that has, or will have, a major effect on the Company&#8217;s operations and financial results.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Basis of Presentation &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its consolidated statements of income.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the 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 a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities was not material during the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company completed the sale of its urgent care centers for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$41,492</font><font style="font-family:inherit;font-size:10pt;">. The sale transactions do not meet the criteria of discontinued operations as they do not represent a strategic shift that has, or will have, a major effect on the Company&#8217;s operations and financial results.</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Reclassifications</font><font style="font-family:inherit;font-size:10pt;"> - Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for the presentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, these assets were classified as either current or non-current assets, as applicable. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Estimates and Assumptions &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The preparation of Financial Statements in conformity with GAAP&#160;requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company&#8217;s Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcare claims included in accrued self-insurance liabilities and income taxes. Actual results could differ from those estimates.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value of Financial Instruments &#8212;</font><font style="font-family:inherit;font-size:10pt;">The Company&#8217;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&#8217; recorded values approximate fair values because of their nature or respective short durations. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company recognizes revenue when the following four conditions have been met: (i)&#160;there is persuasive evidence that an arrangement exists; (ii)&#160;delivery has occurred or service has been rendered; (iii)&#160;the price is fixed or determinable; and (iv)&#160;collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient basis.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from the Medicare and Medicaid programs accounted for </font><font style="font-family:inherit;font-size:10pt;">67.8%</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">69.1%</font><font style="font-family:inherit;font-size:10pt;">and </font><font style="font-family:inherit;font-size:10pt;">71.4%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company&#8217;s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were not material to the Company's consolidated revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s service specific revenue recognition policies are as follows:</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Skilled Nursing Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees for basic housing and assisted living care.&#160;Residency agreements are generally for a term of&#160;30 days, with resident fees billed monthly in advance. For patients under reimbursement 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Medicare Revenue </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 before completing 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 the Medicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company makes adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to revenue recognized on completed episodes, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress 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 estimates revenue 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. </font></div><div style="line-height:120%;padding-top:12px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Non-Medicare Revenue</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Episodic Based Revenue -</font><font style="font-family:inherit;font-size:10pt;"> The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Non-episodic Based Revenue -</font><font style="font-family:inherit;font-size:10pt;"> 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Hospice Revenue </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable and Allowance for Doubtful Accounts &#8212;</font><font style="font-family:inherit;font-size:10pt;"> 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 is probable that a portion or all of a particular account will not be collected.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In evaluating the collectability of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company&#8217;s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original 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 &#8220;Level&#160;1&#8221; inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Insurance Subsidiary Deposits and Investments &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company's captive insurance subsidiary cash and cash equivalents, deposits and investments are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt security investments and the remainder is held in a bank account with a high credit quality financial institution. See further discussion at Note 5, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value Measurements.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment &#8212;</font><font style="font-family:inherit;font-size:10pt;"> 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&#160;years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Impairment of Long-Lived Assets &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The Company reviews the carrying value of long-lived assets that are held and used in the Company&#8217;s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management&#8217;s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying 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 of the asset. Management has evaluated its long-lived assets and recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;">$137</font><font style="font-family:inherit;font-size:10pt;"> related to the closure of one facility during the first quarter of 2016. The Company did not record impairment charges during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Intangible Assets and Goodwill &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized over a 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. Trade names at affiliated facilities are amortized over 30&#160;years and customer relationships are amortized over a period of up to 20 years.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's indefinite-lived intangible assets consist of trade names and Medicare and Medicaid licenses. The Company tests indefinite-lived intangible assets 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 not be recoverable.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit 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, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill and Other Indefinite-Lived Intangible Assets</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Rent </font><font style="font-family:inherit;font-size:10pt;">- Deferred rent represents rental expense, determined on a straight-line basis over the life of the related lease, in excess of actual rent payments.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Self-Insurance</font><font style="font-family:inherit;font-size:10pt;"> &#8212; The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. For claims made after January&#160;1, 2013, the combined self-insured retention was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500</font><font style="font-family:inherit;font-size:10pt;"> per claim, subject to an additional one-time deductible of </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> for California affiliated facilities and a separate, one-time, deductible of </font><font style="font-family:inherit;font-size:10pt;">$750</font><font style="font-family:inherit;font-size:10pt;"> for non-California facilities. For all California affiliated facilities, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim, </font><font style="font-family:inherit;font-size:10pt;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility, with a </font><font style="font-family:inherit;font-size:10pt;">$5,000</font><font style="font-family:inherit;font-size:10pt;"> blanket aggregate limit. For all facilities outside of California, except those located in Colorado, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim, </font><font style="font-family:inherit;font-size:10pt;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility, with a </font><font style="font-family:inherit;font-size:10pt;">$5,000</font><font style="font-family:inherit;font-size:10pt;"> blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. Beginning on January&#160;1, 2017, the combined self-insured retention will be </font><font style="font-family:inherit;font-size:10pt;">$500</font><font style="font-family:inherit;font-size:10pt;"> per claim, subject to an additional one-time deductible of </font><font style="font-family:inherit;font-size:10pt;">$750</font><font style="font-family:inherit;font-size:10pt;"> for California affiliated facilities and a separate, one-time, deductible of </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> for non-California facilities. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. The Company&#8217;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 of insured 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s operating subsidiaries are self-insured for workers&#8217; compensation in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500</font><font style="font-family:inherit;font-size:10pt;"> per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers&#8217; compensation claims and, effective February 1, 2011, the Company has purchased individual stop-loss coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$750</font><font style="font-family:inherit;font-size:10pt;"> per occurrence. As of July 1, 2014, the Company&#8217;s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;">$350</font><font style="font-family:inherit;font-size:10pt;"> 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 of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;">$350</font><font style="font-family:inherit;font-size:10pt;"> per accident. In all states except 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 incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, the Company has recorded an asset and equal liability of </font><font style="font-family:inherit;font-size:10pt;">$4,104</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2,881</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;">, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 13, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Restricted and Other Assets.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300</font><font style="font-family:inherit;font-size:10pt;"> for each covered person with an additional one-time aggregate individual stop loss deductible of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$75</font><font style="font-family:inherit;font-size:10pt;">. Beginning 2016, the Company's policy does not include the additional one-time aggregate individual stop loss deductible of </font><font style="font-family:inherit;font-size:10pt;">$75</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The Company believes that adequate provision has been made in the Financial Statements for liabilities that may arise out of patient care, workers&#8217; compensation, healthcare benefits and related services provided to date. The amount of the Company&#8217;s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company&#8217;s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company&#8217;s historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid claims. The self-insured liabilities are based upon estimates, and while management 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 inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company&#8217;s actual liability exceeds its estimates of loss, its future earnings, cash flows and financial condition would be adversely affected.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;"> &#8212; Deferred tax assets have been presented on the balance sheet as a non-current asset for all periods presented related to the early adoption of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no effect on the consolidated statements of income or consolidated statements of cash flow. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company&#8217;s assets and 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company&#8217;s estimates and assumptions, actual results could differ.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Noncontrolling Interest &#8212; </font><font style="font-family:inherit;font-size:10pt;">The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Stock-Based Compensation &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result 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 grants and other variables.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases and Leasehold Improvements</font><font style="font-family:inherit;font-size:10pt;"> - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense 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 rent expense is calculated from the date the 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 for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense.</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal 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, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles 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 the formal review of the Company's financial management and certain standards are under consideration.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Accounting Standards Adopted by the Company:</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In&#160;November&#160;2015,&#160;the&#160;FASB&#160;issued&#160;updated&#160;guidance&#160;requiring&#160;all&#160;deferred&#160;tax&#160;assets&#160;and&#160;liabilities&#160;be&#160;presented as non-current. The Company early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated Balance Sheets. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In&#160;April&#160;2015,&#160;the&#160;FASB&#160;issued&#160;updated&#160;guidance&#160;requiring&#160;debt&#160;issuance&#160;costs&#160;related&#160;to&#160;a&#160;recognized&#160;debt&#160;liability&#160;to&#160;be&#160;presented&#160;in&#160;the&#160;consolidated balance 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 year 2016. The Company adopted this amendment during the first quarter of 2016. See Note 16, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Debt</font><font style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions and events that raise substantial doubt about the entity&#8217;s ability to continue as a going concern and to provide disclosures in certain circumstances. The new standard was effective for the Company in the first quarter of fiscal year 2016. The adoption of this standard did not have a material effect on the Company's financial statements. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounting Standards Recently Issued But Not Yet Adopted by the Company:</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2016, the FASB issued amended authoritative guidance to reduce the diversity in practice related to the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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&#8217;s consolidated financial statements.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of the guidance will result in a decrease in income tax expense and an increase in diluted share counts and net cash provided by operating activities. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2016, the FASB issued its standard to amend the principal-versus-agent implementation guidance and illustrations in the Board&#8217;s new revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard&#8217;s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard&#8217;s control principle. The guidance will 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 the new 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. The Company's evaluation of the adoption method and impact to the consolidated financial statements is ongoing and being performed concurrently with the new revenue standard.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 its consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on its consolidated balance sheet.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2016, the FASB issued amended authoritative guidance which makes targeted improvements for financial instruments. The new provisions impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 this standard is not expected to have a material impact on the Company&#8217;s consolidated financial statements.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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 fiscal year 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, using the modified retrospective method.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Unaudited)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,725,063</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,524,371</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,992</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,790</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted net income per common share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">ACQUISITIONS</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s acquisition focus is to purchase or lease operating subsidiaries that are complementary to the Company&#8217;s current affiliated operations, accretive to the Company's business or otherwise advance the Company's strategy. The results of all the Company&#8217;s operating subsidiaries are included in the accompanying Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. The Company 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 acquire affiliated facilities that the Company has been operating under third-party leases.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the </font><font style="font-family:inherit;font-size:10pt;">year ended</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company expanded its operations with the addition of </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> home health agencies and </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> hospice agencies. In addition, the Company acquired </font><font style="font-family:inherit;font-size:10pt;">eighteen</font><font style="font-family:inherit;font-size:10pt;"> stand-alone skilled nursing operations and </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> post-acute care campus through a combination of long-term leases and purchases. As part of these acquisitions, the Company acquired the real estate at </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> of the skilled nursing operations and </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> post-acute care campus and entered into long term leases for </font><font style="font-family:inherit;font-size:10pt;">sixteen</font><font style="font-family:inherit;font-size:10pt;"> 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 existing transitional and skilled services; assisted and independent living services and home health and hospice businesses. The aggregate purchase price for these acquisitions for the </font><font style="font-family:inherit;font-size:10pt;">year ended</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$64,521</font><font style="font-family:inherit;font-size:10pt;">. The expansion of skilled nursing operations added </font><font style="font-family:inherit;font-size:10pt;">2,336</font><font style="font-family:inherit;font-size:10pt;"> operational skilled nursing beds and </font><font style="font-family:inherit;font-size:10pt;">ten</font><font style="font-family:inherit;font-size:10pt;"> assisted living units operated by the Company's operating subsidiaries. The Company entered into a separate operations transfer agreement with the prior operator as part of each transaction.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's operating subsidiaries opened </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> newly constructed post-acute care campuses under long-term lease agreements, which added </font><font style="font-family:inherit;font-size:10pt;">463</font><font style="font-family:inherit;font-size:10pt;"> operational skilled nursing beds and </font><font style="font-family:inherit;font-size:10pt;">142</font><font style="font-family:inherit;font-size:10pt;"> assisted living units.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2015, the Company continued to expand its operations with the addition of </font><font style="font-family:inherit;font-size:10pt;">50</font><font style="font-family:inherit;font-size:10pt;"> stand-alone skilled nursing and assisted living operations, </font><font style="font-family:inherit;font-size:10pt;">seven</font><font style="font-family:inherit;font-size:10pt;"> home health, hospice and home care agencies and </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> urgent care centers to its operations through a combination of long-term leases and purchases. 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 </font><font style="font-family:inherit;font-size:10pt;">18</font><font style="font-family:inherit;font-size:10pt;"> of the skilled nursing and assisted and independent living operations. In addition, the Company has invested in new business lines that are complementary to its existing transitional and skilled services; assisted and independent living services and home health and hospice businesses. The aggregate purchase price conveyed in all acquisitions was </font><font style="font-family:inherit;font-size:10pt;">$119,965</font><font style="font-family:inherit;font-size:10pt;">, including the assumption of liabilities of </font><font style="font-family:inherit;font-size:10pt;">$8,939</font><font style="font-family:inherit;font-size:10pt;">. The expansion of skilled nursing and assisted and independent living operations added </font><font style="font-family:inherit;font-size:10pt;">2,580</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2,013</font><font style="font-family:inherit;font-size:10pt;"> operational skilled nursing beds and assisted and independent living units, respectively, operated by the Company's operating subsidiaries. The Company also entered into a separate operations transfer agreement with the prior operator as part of each transaction.</font></div><div style="line-height:120%;padding-left:4px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2014, the Company expanded its operations with the addition of </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;"> stand-alone skilled nursing and assisted living operations and </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> home health, home care and hospice agencies to its operations through a combination of long-term leases and purchases. The aggregate purchase price was approximately </font><font style="font-family:inherit;font-size:10pt;">$96,085</font><font style="font-family:inherit;font-size:10pt;">, including the assumption of an existing HUD-insured loan of </font><font style="font-family:inherit;font-size:10pt;">$3,417</font><font style="font-family:inherit;font-size:10pt;">. The Company also entered into a separate operations transfer agreement with the prior operator as part of each transaction.</font></div><div style="line-height:120%;padding-left:4px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below presents the allocation of the purchase price for the operations acquired in business combinations during the </font><font style="font-family:inherit;font-size:10pt;">year ended</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:16px;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:62%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,054</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,811</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,314</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building and improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21,057</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73,502</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,995</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment, furniture, and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,265</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,612</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,933</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assembled occupancy</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,299</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">895</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">905</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Definite-lived intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">363</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">360</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">729</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,343</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,617</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Favorable leases</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">393</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,901</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other indefinite-lived intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,285</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,195</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other assets acquired, net of liabilities assumed</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;Total acquisitions</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64,521</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119,965</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96,085</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to the business combinations above, in 2016, the Company acquired the underlying real estate of </font><font style="font-family:inherit;font-size:10pt;">fifteen</font><font style="font-family:inherit;font-size:10pt;"> assisted living operation, which the Company previously operated under a long-term lease agreement for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$127,348</font><font style="font-family:inherit;font-size:10pt;">. For year ended December 31, 2015, the Company acquired the underlying real estate and assets of </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> skilled nursing operations, which the Company previously operated under long-term lease agreements for an aggregate purchase price of&#160;$</font><font style="font-family:inherit;font-size:10pt;">$23,998</font><font style="font-family:inherit;font-size:10pt;">, which included a promissory note of $</font><font style="font-family:inherit;font-size:10pt;">$6,248</font><font style="font-family:inherit;font-size:10pt;">. These asset acquisitions did not impact the Company's operational bed or unit counts.</font></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subsequent to </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company acquired </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> skilled nursing and assisted living operation for a purchase price of </font><font style="font-family:inherit;font-size:10pt;">$5,750</font><font style="font-family:inherit;font-size:10pt;">, which included real estate. The addition of this operation added </font><font style="font-family:inherit;font-size:10pt;">124</font><font style="font-family:inherit;font-size:10pt;"> operational skilled nursing beds and </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> assisted living units operated by the Company's operating subsidiaries.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original 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 &#8220;Level&#160;1&#8221; inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">COMMITMENTS AND CONTINGENCIES</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Regulatory Matters &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. The Company believes that it is in compliance in all material respects with all applicable laws and regulations.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cost-Containment Measures &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Both government and private pay sources have instituted cost-containment measures designed to limit payments made to providers of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Indemnities &#8212;</font><font style="font-family:inherit;font-size:10pt;"> From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i)&#160;certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from the Company&#8217;s use of the applicable premises, (ii)&#160;operations transfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii)&#160;certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv)&#160;certain agreements with the Company&#8217;s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company&#8217;s balance sheets for any of the periods presented.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Litigation &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents served by the Company'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. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to the potential lawsuits and claims described above, the Company is also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis for exclusion from federally-funded healthcare programs. Such exclusions could have a correlative negative impact on the Company&#8217;s 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 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company could face increased scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it does business.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May&#160;2009, Congress passed the Fraud Enforcement and Recovery Act (FERA)&#160;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 significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company is routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and 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 &#8220;staffing&#8221; 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 award against 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has in the past been subject to class action litigation involving claims of alleged violations of regulatory requirements related to staffing. While the Company has been able to settle these claims without a material ongoing adverse effect on its business, future claims could be brought that may materially affect its business, financial condition and results of operations. Other claims and suits, including class actions, continue to be filed against the Company and other companies 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 their prosecution of these claims, this could materially adversely affect the Company&#8217;s business, financial condition, results of operations and cash flows.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 is currently involved in, class action litigation alleging violations of state and federal wage and hour law. The Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company&#8217;s business, cash flows, financial condition or results of operations. A significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company&#8217;s business, financial condition, results of operations and cash flows.</font></div><div style="line-height:120%;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other claims and suits continue to be filed against the Company and other companies in its industry.&#160;By way of recent example, a general/premises liability lawsuit was filed against one of the Company&#8217;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 </font><font style="font-family:inherit;font-size:10pt;">$2,100</font><font style="font-family:inherit;font-size:10pt;">, which was recorded in the consolidated financial statements during the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. Further, another one of the Company&#8217;s independent operating entities was sued on allegations of professional negligence, which the claim was recently settled. The Company estimated that the costs associated with the settlement of this second matter will be approximately </font><font style="font-family:inherit;font-size:10pt;">$2,800</font><font style="font-family:inherit;font-size:10pt;">, which was recorded in the consolidated financial statements during the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. The Company does not expect that there will be any material ongoing adverse effect on the Company's business, financial condition or results of operations in connection with the resolution of these matters.</font></div><div style="line-height:120%;text-align:justify;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:28px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 its operating subsidiaries are subjected to, alleged to be liable for, or agrees to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar State and Federal statutes and related regulations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its subsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Medicare Revenue Recoupments &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The Company is subject to reviews relating to Medicare services, billings and potential overpayments. During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">eighteen</font><font style="font-family:inherit;font-size:10pt;"> of the Company's operating subsidiaries have been subject to probe reviews, both pre- and post-payment. </font><font style="font-family:inherit;font-size:10pt;">Twelve</font><font style="font-family:inherit;font-size:10pt;"> of these reviews have successfully closed as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. The Company anticipates that these probe reviews will increase in frequency in the future. If a facility fails 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 billing in the same time period.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company has </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> operating subsidiaries under probe review.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">U.S. Government Inquiry &#8212;</font><font style="font-family:inherit;font-size:10pt;"> In October 2013, the Company completed and executed a settlement agreement (the Settlement Agreement) with the DOJ, which received the final approval of the Office of Inspector General-HHS and the United States District Court for the Central District of California. Pursuant to the Settlement Agreement, the Company made a single lump-sum remittance to the government in the amount of </font><font style="font-family:inherit;font-size:10pt;">$48,000</font><font style="font-family:inherit;font-size:10pt;"> in October 2013. The Company has denied engaging 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 the uncertainty and expense of protracted litigation.</font></div><div style="line-height:120%;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the Office of Inspector General-HHS. The CIA acknowledges the existence of the Company&#8217;s current compliance program, which is in accord with the Office of the Inspector General (OIG)&#8217;s guidance related to an effective compliance program, and requires that the Company continue during the term of the CIA to maintain a program 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 ongoing government investigation or legal proceeding involving an allegation that the Company has committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider a probable 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. The Company is also required to retain an Independent Review Organization (IRO) to review certain clinical documentation annually for the term of the CIA.&#160; </font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has met the requirements of its third year under the Settlement Agreement and passed its IRO audits. Participation in federal healthcare programs 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 be excluded from participation in federal healthcare programs and/or subject to prosecution.</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Concentrations</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Credit Risk</font><font style="font-family:inherit;font-size:10pt;"> &#8212; The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company&#8217;s receivables from Medicare and Medicaid payor programs accounted for approximately </font><font style="font-family:inherit;font-size:10pt;">58.6%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">58.8%</font><font style="font-family:inherit;font-size:10pt;"> of its total accounts receivable as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and 2015, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for </font><font style="font-family:inherit;font-size:10pt;">67.8%</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">69.1%</font><font style="font-family:inherit;font-size:10pt;">and </font><font style="font-family:inherit;font-size:10pt;">71.4%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash in Excess of FDIC Limits</font><font style="font-family:inherit;font-size:10pt;"> &#8212; The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to </font><font style="font-family:inherit;font-size:10pt;">$250</font><font style="font-family:inherit;font-size:10pt;">. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of </font><font style="font-family:inherit;font-size:10pt;">February&#160;6, 2017</font><font style="font-family:inherit;font-size:10pt;">, the Company had approximately </font><font style="font-family:inherit;font-size:10pt;">$2,500</font><font style="font-family:inherit;font-size:10pt;"> in uninsured cash deposits. All uninsured bank deposits are held at high quality credit institutions.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DEBT</font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term debt consists of the following:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Term loan with SunTrust, interest payable quarterly</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,125</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit facility with SunTrust</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">122,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,032</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,671</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99,671</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current maturities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,129</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(620</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less debt issuance costs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(542</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">275,486</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99,051</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Credit Facility with a Lending Consortium Arranged by SunTrust </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company maintains a credit facility with a lending consortium arranged by SunTrust (as amended to date, the Credit Facility). On July 19, 2016, the Company entered into the second amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase the aggregate principal amount up to </font><font style="font-family:inherit;font-size:10pt;">$450,000</font><font style="font-family:inherit;font-size:10pt;">. The Second Amended Credit Facility comprised of a </font><font style="font-family:inherit;font-size:10pt;">$300,000</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility and a </font><font style="font-family:inherit;font-size:10pt;">$150,000</font><font style="font-family:inherit;font-size:10pt;"> 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 an aggregate annual amount equal to </font><font style="font-family:inherit;font-size:10pt;">5.0%</font><font style="font-family:inherit;font-size:10pt;"> per annum of the original principal amount. The interest rates and commitment fee applicable to the Second Amended Credit Facility are similar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms and conditions of the Amended Credit Facility remained in full force and effect as described below.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February 5, 2016, the Company amended its existing revolving credit facility to increase its aggregate principal amount available to&#160;</font><font style="font-family:inherit;font-size:10pt;">$250,000</font><font style="font-family:inherit;font-size:10pt;">&#160;(the Amended Credit Facility). Under the credit facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed&#160;</font><font style="font-family:inherit;font-size:10pt;">$150,000</font><font style="font-family:inherit;font-size:10pt;">. 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 </font><font style="font-family:inherit;font-size:10pt;">0.75%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">1.75%</font><font style="font-family:inherit;font-size:10pt;"> per annum or LIBOR plus a margin ranging from </font><font style="font-family:inherit;font-size:10pt;">1.75%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">2.75%</font><font style="font-family:inherit;font-size:10pt;"> 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 will range from </font><font style="font-family:inherit;font-size:10pt;">0.30%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">0.50%</font><font style="font-family:inherit;font-size:10pt;"> per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company 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 of any LIBOR breakage costs of the lenders. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 personal property. The credit facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum Consolidated Total Net Debt to consolidated EBITDA ratio (which shall be increased to </font><font style="font-family:inherit;font-size:10pt;">3.50</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;"> for the current fiscal quarter and the immediate following </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> fiscal quarters), and a minimum interest/rent coverage ratio (which cannot be below </font><font style="font-family:inherit;font-size:10pt;">1.50</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;">). The majority of lenders can require that the Company and its operating subsidiaries mortgage certain of its real property assets to secure the Amended Credit Facility if an event of default occurs, the Consolidated Total Net Debt to consolidated EBITDA ratio is above </font><font style="font-family:inherit;font-size:10pt;">2.75</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;"> for </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> consecutive fiscal quarters, or its liquidity is equal or less than </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the Aggregate Revolving Commitment Amount (as defined in the agreement) for </font><font style="font-family:inherit;font-size:10pt;">ten</font><font style="font-family:inherit;font-size:10pt;"> 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 below </font><font style="font-family:inherit;font-size:10pt;">2.75</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;"> for </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> consecutive fiscal quarters, or its liquidity is above </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the Aggregate Revolving Commitment Amount (as defined in the agreement) or </font><font style="font-family:inherit;font-size:10pt;">ninety</font><font style="font-family:inherit;font-size:10pt;"> consecutive days, as applicable. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company's operating subsidiaries had </font><font style="font-family:inherit;font-size:10pt;">$270,125</font><font style="font-family:inherit;font-size:10pt;"> outstanding under the Credit Facility. The outstanding balance on the on the term loan was </font><font style="font-family:inherit;font-size:10pt;">$148,125</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">$7,500</font><font style="font-family:inherit;font-size:10pt;"> is classified as short-term and the remaining </font><font style="font-family:inherit;font-size:10pt;">$140,625</font><font style="font-family:inherit;font-size:10pt;"> is classified as long-term. The outstanding balance on the revolving Credit Facility was </font><font style="font-family:inherit;font-size:10pt;">$122,000</font><font style="font-family:inherit;font-size:10pt;">, which is classified as long-term. The Company was in compliance with all loan covenants as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On May 30, 2014, the Company entered into the Credit Facility in an aggregate principal amount of </font><font style="font-family:inherit;font-size:10pt;">$150,000</font><font style="font-family:inherit;font-size:10pt;"> from a syndicate of banks and other financial institutions. Under the Credit Facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed </font><font style="font-family:inherit;font-size:10pt;">$75,000</font><font style="font-family:inherit;font-size:10pt;">.</font><font style="font-family:inherit;font-size:10pt;color:#ff0000;"> </font><font style="font-family:inherit;font-size:10pt;">The interest rates applicable to loans under the Credit Facility are, at the Company&#8217;s option, equal to either a base rate plus a margin ranging from </font><font style="font-family:inherit;font-size:10pt;">1.25%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">2.25%</font><font style="font-family:inherit;font-size:10pt;"> per annum or LIBOR plus a margin ranging from </font><font style="font-family:inherit;font-size:10pt;">2.25%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">3.25%</font><font style="font-family:inherit;font-size:10pt;"> per annum, based on the debt to Consolidated EBITDA ratio of the Company and its operating subsidiaries 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 will range from </font><font style="font-family:inherit;font-size:10pt;">0.30%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">0.50%</font><font style="font-family:inherit;font-size:10pt;"> per annum, depending on the debt to Consolidated EBITDA ratio of the Company and its operating subsidiaries. Loans made under 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, other than to the extent the outstanding borrowings exceed the aggregate commitments under the Credit Facility. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Credit Facility is guaranteed, jointly and severally, by certain of the Company&#8217;s wholly owned subsidiaries, and is secured by substantially all of the Company's personal property. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to consolidated EBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and its operating subsidiaries 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 above </font><font style="font-family:inherit;font-size:10pt;">2.50</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;"> for two consecutive fiscal quarters, or the Company&#8217;s liquidity is equal or less than </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> 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 debt to consolidated EBITDA ratio is below </font><font style="font-family:inherit;font-size:10pt;">2.50</font><font style="font-family:inherit;font-size:10pt;">:</font><font style="font-family:inherit;font-size:10pt;">1.00</font><font style="font-family:inherit;font-size:10pt;"> for two consecutive fiscal quarters, or the Company&#8217;s liquidity is above </font><font style="font-family:inherit;font-size:10pt;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">February&#160;6, 2017</font><font style="font-family:inherit;font-size:10pt;">, there was approximately </font><font style="font-family:inherit;font-size:10pt;">$300,000</font><font style="font-family:inherit;font-size:10pt;"> outstanding under the Credit Facility.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Mortgage Loans and Promissory Note</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company had outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loans are insured with the U.S. Department of Housing and Urban Development (HUD), which subjects the Company's operating subsidiaries to HUD oversight and periodic inspections. The mortgage loans and note bear fixed interest rates between </font><font style="font-family:inherit;font-size:10pt;">2.6%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">5.3%</font><font style="font-family:inherit;font-size:10pt;"> per annum. Amounts borrowed under the mortgage loans may be prepaid starting after the second anniversary of the notes subject to prepayment fees of the principal balance on the date of prepayment. These prepayment fees are reduced by </font><font style="font-family:inherit;font-size:10pt;">1.0%</font><font style="font-family:inherit;font-size:10pt;"> per year for years </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> through </font><font style="font-family:inherit;font-size:10pt;">eleven</font><font style="font-family:inherit;font-size:10pt;"> of the loan. There is no prepayment penalty after year </font><font style="font-family:inherit;font-size:10pt;">eleven</font><font style="font-family:inherit;font-size:10pt;">. The term of the mortgage loans and note is between </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">33 years</font><font style="font-family:inherit;font-size:10pt;">. 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 personal property used in the operation of the facilities. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company's operating subsidiaries had </font><font style="font-family:inherit;font-size:10pt;">$14,032</font><font style="font-family:inherit;font-size:10pt;"> outstanding under the mortgage loans and note, of which </font><font style="font-family:inherit;font-size:10pt;">$629</font><font style="font-family:inherit;font-size:10pt;"> is classified as short-term and the remaining </font><font style="font-family:inherit;font-size:10pt;">$13,403</font><font style="font-family:inherit;font-size:10pt;"> is classified as long-term. The Company was in compliance with all loan covenants as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 based upon the interest rates that the Company believes it can currently obtain for similar debt.</font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future principal payments due under the long-term debt arrangements discussed above are as follows:</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:76%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Years Ending</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,129</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,178</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,208</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,241</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240,900</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,501</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284,157</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Off-Balance Sheet Arrangements</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company had approximately </font><font style="font-family:inherit;font-size:10pt;">$2,310</font><font style="font-family:inherit;font-size:10pt;"> on the credit facility of borrowing capacity pledged as collateral to secure outstanding letters of credit.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DEFINED CONTRIBUTION PLAN</font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has a 401(k) defined contribution plan (the 401(k) Plan), whereby eligible employees may contribute up to </font><font style="font-family:inherit;font-size:10pt;">15%</font><font style="font-family:inherit;font-size:10pt;"> 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 matching contributions to the 401(k) Plan of </font><font style="font-family:inherit;font-size:10pt;">$862</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$682</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$565</font><font style="font-family:inherit;font-size:10pt;"> 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 </font><font style="font-family:inherit;font-size:10pt;">90%</font><font style="font-family:inherit;font-size:10pt;"> of their eligible compensation, subject to applicable annual Internal Revenue Code limits.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">OPTIONS AND AWARDS</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock-based compensation expense consists of share-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company&#8217;s consolidated statements of income for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has three option plans, the 2001 Stock Option, Deferred Stock and Restricted Stock Plan (2001 Plan), the 2005 Stock Incentive Plan (2005 Plan) and the 2007 Omnibus Incentive Plan (2007 Plan), all of which have been approved by the Company's stockholders. The total number of shares available under all of the Company&#8217;s stock incentive plans was </font><font style="font-family:inherit;font-size:10pt;">3,042</font><font style="font-family:inherit;font-size:10pt;"> as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">2001 Stock Option, Deferred Stock and Restricted Stock Plan</font><font style="font-family:inherit;font-size:10pt;">&#160;- The 2001 Plan authorizes the sale of up to </font><font style="font-family:inherit;font-size:10pt;">3,960</font><font style="font-family:inherit;font-size:10pt;">&#160;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 other granted 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. The exercise 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 </font><font style="font-family:inherit;font-size:10pt;">643</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">638</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">638</font><font style="font-family:inherit;font-size:10pt;"> 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 that have been forfeited and are available for reissue. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">2005 Stock Incentive Plan</font><font style="font-family:inherit;font-size:10pt;">&#160;- The 2005 Plan authorizes the sale of up to </font><font style="font-family:inherit;font-size:10pt;">1,000</font><font style="font-family:inherit;font-size:10pt;">&#160;shares of treasury stock of which only </font><font style="font-family:inherit;font-size:10pt;">1,000</font><font style="font-family:inherit;font-size:10pt;">&#160;shares were repurchased and therefore eligible for reissuance. Options granted to non-employee directors vest and become exercisable immediately. All other granted options vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years from the date of grant. There were </font><font style="font-family:inherit;font-size:10pt;">294</font><font style="font-family:inherit;font-size:10pt;"> 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 that have been forfeited and are available for reissue. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">2007 Omnibus Incentive Plan</font><font style="font-family:inherit;font-size:10pt;">&#160;- The 2007 Plan authorizes the sale of up to </font><font style="font-family:inherit;font-size:10pt;">2,000</font><font style="font-family:inherit;font-size:10pt;">&#160;shares of common stock to officers, employees, directors and consultants of the 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&#160;1, 2008, in an amount equal to the lesser of (i)&#160;1,000&#160;shares of common stock, or (ii)&#160;2% of the number of shares outstanding as of the last day of the immediately preceding fiscal year, or (iii)&#160;such lesser number as determined by the Company's board of directors. Granted non-employee director options 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 service measured 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 the date of grant. At December 31, 2016, 2015 and 2014, there were </font><font style="font-family:inherit;font-size:10pt;">2,105</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">1,740</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">1,534</font><font style="font-family:inherit;font-size:10pt;"> unissued shares of common stock available for issuance under this plan. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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, including estimating stock price volatility, expected option life and forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Black-Scholes model required the Company to make several key judgments including: </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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. The calculation of the expected option term is based on the Company's experience due to sufficient history.</font></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Estimated volatility also reflects the application of SAB 107 interpretive guidance and, accordingly, incorporates historical volatility of similar public entities until sufficient information regarding the volatility of the Company's share price becomes available. The Company utilized its own experience to calculate estimated volatility for options granted in the year 2016 and 2015.</font></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The dividend yield is based on the Company's historical pattern of dividends as well as expected dividend patterns.</font></div></td></tr></table><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The risk-free rate is based on the implied yield of U.S.&#160;Treasury notes as of the grant date with a remaining term approximately equal to the expected term.</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:48px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:24px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Estimated forfeiture rate of approximately </font><font style="font-family:inherit;font-size:10pt;">8.75%</font><font style="font-family:inherit;font-size:10pt;"> per year is based on the Company's historical forfeiture activity of unvested stock options.</font></div></td></tr></table><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company granted </font><font style="font-family:inherit;font-size:10pt;">497</font><font style="font-family:inherit;font-size:10pt;"> options and </font><font style="font-family:inherit;font-size:10pt;">299</font><font style="font-family:inherit;font-size:10pt;"> restricted stock awards from the 2007 Plan during the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">. The Company used the following assumptions for stock options granted during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Grant Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Risk-Free Rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Expected Life</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Volatility</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Dividend Yield</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.38%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.80%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.69%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5 years</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.63%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.82%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.62%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, the following represents the exercise price and fair value displayed at grant date for stock option grants:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:67%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Grant Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value of Options</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.00</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.08</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.68</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.66</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> and therefore, the intrinsic value was </font><font style="font-family:inherit;font-size:10pt;">$0</font><font style="font-family:inherit;font-size:10pt;"> at date of grant. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents the employee stock option activity during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number of</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Options</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Average</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number of</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Options Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Average</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">of Options</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Vested</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,580</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.65</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.88</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(978</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.93</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,532</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.51</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.70</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(233</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(488</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,448</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,526</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.43</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(642</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,176</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,704</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following summary information reflects stock options outstanding, vested and related details as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:39%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Stock Options Vested</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Stock Options Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Black-Scholes Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Remaining Contractual Life (Years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Vested and Exercisable</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year of Grant</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2008</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.06</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">415</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">618</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">415</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2009</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.06</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.56</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">542</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,162</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">542</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2010</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">347</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.90</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.99</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">567</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">528</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,952</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">390</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.98</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.49</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">617</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,996</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">331</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,688</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,547</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">597</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.47</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.24</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">590</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,357</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.89</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">486</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,396</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,176</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,942</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,704</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Stock Awards</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company granted </font><font style="font-family:inherit;font-size:10pt;">299</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">323</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">56</font><font style="font-family:inherit;font-size:10pt;"> restricted stock awards during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. All awards were granted at an exercise price of </font><font style="font-family:inherit;font-size:10pt;">$0</font><font style="font-family:inherit;font-size:10pt;"> and generally vest over </font><font style="font-family:inherit;font-size:10pt;">five years</font><font style="font-family:inherit;font-size:10pt;">. The fair value per share of restricted awards granted during </font><font style="font-family:inherit;font-size:10pt;">2016</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> ranged from </font><font style="font-family:inherit;font-size:10pt;">$18.79</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$23.23</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$21.00</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$26.55</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$15.38</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$22.36</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A summary of the status of the Company's non-vested restricted stock awards as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and changes during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> is presented below:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td style="width:69%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Non-Vested Restricted Awards</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted Average Grant Date Fair Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at January 1, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">460</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.34</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">366</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">323</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.99</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(234</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.81</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">425</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">299</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.55</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(279</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.58</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.85</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">429</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.42</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company granted </font><font style="font-family:inherit;font-size:10pt;">32</font><font style="font-family:inherit;font-size:10pt;"> automatic quarterly stock awards to non-employee directors for their service on the Company's board of directors. The fair value per share of these stock awards ranged from </font><font style="font-family:inherit;font-size:10pt;">$19.61</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">$23.23</font><font style="font-family:inherit;font-size:10pt;"> based on the market price on the grant date. </font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total share-based compensation expense recognized for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> was as follows:</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:71%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to stock options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,793</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,164</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,134</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to restricted stock awards</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,371</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,931</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,657</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to stock awards to non-employee directors</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">612</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">582</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">399</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,776</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,677</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,190</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the year ended December 31, 2016, 2015 and 2014, the Company expensed </font><font style="font-family:inherit;font-size:10pt;">$612</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$582</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$399</font><font style="font-family:inherit;font-size:10pt;">, respectively, in share-based compensation related to the quarterly stock awards to non-employee directors.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In future periods, the Company expects to recognize approximately </font><font style="font-family:inherit;font-size:10pt;">$13,457</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$7,594</font><font style="font-family:inherit;font-size:10pt;"> in share-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. Future share-based compensation expense will be recognized over </font><font style="font-family:inherit;font-size:10pt;">3.1</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">3.4</font><font style="font-family:inherit;font-size:10pt;"> weighted average years for unvested options and restricted stock awards, respectively. There were </font><font style="font-family:inherit;font-size:10pt;">2,472</font><font style="font-family:inherit;font-size:10pt;"> unvested and outstanding options at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, of which </font><font style="font-family:inherit;font-size:10pt;">2,333</font><font style="font-family:inherit;font-size:10pt;"> are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> was&#160;</font><font style="font-family:inherit;font-size:10pt;">6.1</font><font style="font-family:inherit;font-size:10pt;"> years.</font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The aggregate intrinsic value of options outstanding, vested, expected to vest and exercised as of and for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;"> is as follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:59%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,610</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75,689</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,101</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,811</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected to vest</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,983</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31,160</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,199</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,709</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,496</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Equity Instrument Denominated in the Shares of a Subsidiary</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On May 26, 2016, the Company implemented a management equity plan and granted stock options and restricted stock awards of a subsidiary of the Company to employees and management of that subsidiary (Subsidiary Equity Plan). These awards generally vest over a period of five years or upon the occurrence 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. The awards 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 the stock options. The Company can also call the awards, generally upon employee termination. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The grant-date fair value of the 2016 awards is </font><font style="font-family:inherit;font-size:10pt;">$4,623</font><font style="font-family:inherit;font-size:10pt;">, which will be recognized as compensation expense over the relevant vesting periods, with a corresponding adjustment to noncontrolling interests. The grant value was determined based on an independent valuation of the subsidiary shares. For the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company expensed </font><font style="font-family:inherit;font-size:10pt;">$1,325</font><font style="font-family:inherit;font-size:10pt;"> in share-based compensation related to the Subsidiary Equity Plan. There was </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> expense incurred for the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2015</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2014</font><font style="font-family:inherit;font-size:10pt;"> as the plan was implemented in the second quarter of 2016. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The aggregate number of the Company's common shares that would be required to settle these awards at current estimated fair values, including vested and unvested awards, at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> is </font><font style="font-family:inherit;font-size:10pt;">212</font><font style="font-family:inherit;font-size:10pt;">. There was no comparable amount at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2015</font><font style="font-family:inherit;font-size:10pt;"> and 2014 as the plan was implemented in the second quarter of 2016.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DIVESTITURES</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In 2016, the Company completed the sale of </font><font style="font-family:inherit;font-size:10pt;">seventeen</font><font style="font-family:inherit;font-size:10pt;"> urgent care centers for an aggregate sale price of </font><font style="font-family:inherit;font-size:10pt;">$41,492</font><font style="font-family:inherit;font-size:10pt;">. As a result of the sale, the Company recognized a pretax gain of&#160;</font><font style="font-family:inherit;font-size:10pt;">$19,160</font><font style="font-family:inherit;font-size:10pt;">, which is included in operating income. Due to the disposition of the clinics, the Company is no longer the primary beneficiary and the variable interest entities associated with the urgent care operations was deconsolidated from the Company's consolidated financial statements as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. At deconsolidation, the Company eliminated intercompany balances that previously existed.&#160; The sale of this investment supports the Company's increased focus on growth opportunities in its business lines that are complementary to its existing transitional and skilled services. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the Company&#8217;s operations and financial results.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">COMPUTATION OF NET INCOME PER COMMON SHARE</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic net income per share is computed by dividing income from continuing operations attributable to The Ensign Group, Inc. stockholders by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,843</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,917</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: net income (loss) attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,853</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,209</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,432</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,950</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares outstanding for basic net income per share</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,555</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44,682</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic net income per common share attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.99</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.10</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.80</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows:</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,843</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,917</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: net income (loss) attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,853</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,209</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,432</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,950</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average common shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,555</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plus: incremental shares from assumed conversion</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">&#160;(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,578</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,894</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,508</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted weighted average common shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,210</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,190</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted net income per common share attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.96</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.06</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.78</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:9pt;">(1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were </font><font style="font-family:inherit;font-size:9pt;">838</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:9pt;">258</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:9pt;">1,084</font><font style="font-family:inherit;font-size:9pt;"> for the </font><font style="font-family:inherit;font-size:9pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:9pt;">, respectively.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 3</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57,706</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,569</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">FAIR VALUE MEASUREMENTS</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable 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 for the 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 entity to develop its own assumptions.</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level 3</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57,706</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,569</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our non-financial assets, which include long-lived assets, including goodwill, intangible assets and property and equipment, are not required to be measured at 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 be recoverable, 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, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Summary of Significant Accounting Policies</font><font style="font-family:inherit;font-size:10pt;"> for further discussion of the Company's significant accounting policies.</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Debt Security Investments - Held to Maturity</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;">, the Company had approximately </font><font style="font-family:inherit;font-size:10pt;">$35,184</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$34,717</font><font style="font-family:inherit;font-size:10pt;">, respectively, in debt security investments which were classified as held 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 hold these debt securities to maturity. Further, as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the debt security investments were held in AA, A and BBB+ rated debt securities.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value of Financial Instruments &#8212;</font><font style="font-family:inherit;font-size:10pt;">The Company&#8217;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&#8217; recorded values approximate fair values because of their nature or respective short durations. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company performs its annual goodwill impairment analysis during the fourth quarter of each year for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment, in accordance with the provisions of Accounting Standards Codification topic 350,&#160;Intangibles&#8212;Goodwill and Other&#160;(ASC 350). &#160;This guidance 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 its carrying 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 its carrying value, the Company performs "Step 1" of the traditional two-step goodwill impairment test by comparing the net assets of each reporting unit to their respective 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 assets exceed 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 the fair 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 the difference between the goodwill carrying value and the implied fair value. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company performs its goodwill impairment test annually and evaluates goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. The Company performs the annual impairment testing of goodwill using October 1 as the measurement date. The Company completed its goodwill impairment test as of October 1, 2016 and no impairments were identified. In the fourth quarter of 2016, the Company separated the assisted and independent living services into a distinct reportable segment. The Company re-tested for goodwill impairment based on the new reporting units and no impairments were identified. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company removed </font><font style="font-family:inherit;font-size:10pt;">$4,103</font><font style="font-family:inherit;font-size:10pt;"> in goodwill as part of the sale of urgent care centers. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents activity in goodwill by segment as of and for the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td style="width:36%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,003</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,935</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">883</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,651</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">360</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,334</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,221</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,756</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,929</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,363</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,269</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,782</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,173</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,662</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,617</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,221</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,538</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,102</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,025</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,886</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Dispositions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,103</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,103</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Purchase price adjustment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,415</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,799</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,129</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,343</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,538</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17,901</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,025</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67,100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There was no impairment charge to goodwill for the years ended December 31, 2016, 2015, and 2014. The Company anticipates that total goodwill recognized will be fully deductible for tax purposes as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. See further discussion of goodwill acquired at Note 8, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Acquisitions</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company recorded </font><font style="font-family:inherit;font-size:10pt;">$1,709</font><font style="font-family:inherit;font-size:10pt;"> in home health and hospice Medicare license and </font><font style="font-family:inherit;font-size:10pt;">$31</font><font style="font-family:inherit;font-size:10pt;"> in trade name indefinite-lived intangible assets as part of its acquisitions. In addition, the Company removed </font><font style="font-family:inherit;font-size:10pt;">$800</font><font style="font-family:inherit;font-size:10pt;"> in trade name as part of the sale of urgent care centers in 2016. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other indefinite-lived intangible assets consists of the following:</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,146</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,915</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare and Medicaid licenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,731</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,586</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,646</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Intangible Assets and Goodwill &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized over a 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. Trade names at affiliated facilities are amortized over 30&#160;years and customer relationships are amortized over a period of up to 20 years.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's indefinite-lived intangible assets consist of trade names and Medicare and Medicaid licenses. The Company tests indefinite-lived intangible assets 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 not be recoverable.</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit 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, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill and Other Indefinite-Lived Intangible Assets</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company recognizes revenue when the following four conditions have been met: (i)&#160;there is persuasive evidence that an arrangement exists; (ii)&#160;delivery has occurred or service has been rendered; (iii)&#160;the price is fixed or determinable; and (iv)&#160;collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts on a per patient basis.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from the Medicare and Medicaid programs accounted for </font><font style="font-family:inherit;font-size:10pt;">67.8%</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">69.1%</font><font style="font-family:inherit;font-size:10pt;">and </font><font style="font-family:inherit;font-size:10pt;">71.4%</font><font style="font-family:inherit;font-size:10pt;"> of the Company's revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company&#8217;s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were not material to the Company's consolidated revenue for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s service specific revenue recognition policies are as follows:</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Skilled Nursing Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees for basic housing and assisted living care.&#160;Residency agreements are generally for a term of&#160;30 days, with resident fees billed monthly in advance. For patients under reimbursement 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health Revenue</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Medicare Revenue </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 before completing 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 the Medicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company makes adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to revenue recognized on completed episodes, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress 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 estimates revenue 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. </font></div><div style="line-height:120%;padding-top:12px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Non-Medicare Revenue</font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:29px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Episodic Based Revenue -</font><font style="font-family:inherit;font-size:10pt;"> The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Non-episodic Based Revenue -</font><font style="font-family:inherit;font-size:10pt;"> 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Hospice Revenue </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Impairment of Long-Lived Assets &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The Company reviews the carrying value of long-lived assets that are held and used in the Company&#8217;s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management&#8217;s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying 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 of the asset. Management has evaluated its long-lived assets and recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;">$137</font><font style="font-family:inherit;font-size:10pt;"> related to the closure of one facility during the first quarter of 2016. The Company did not record impairment charges during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">INCOME TAXES</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The provision for income taxes on continuing operations for the years ended December 31, 2016, 2015 and 2014 is summarized as follows: </font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,043</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,149</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,490</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,183</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,761</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,405</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,226</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,910</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29,895</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,034</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,026</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,438</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,217</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(754</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(656</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,251</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,272</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,094</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32,975</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,182</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,801</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A 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: </font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax expense at statutory rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State income taxes&#160;- net of federal benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-deductible expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-deductible transaction costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other adjustments</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total income tax provision</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's deferred tax assets and liabilities as of December 31, 2016 and 2015 are summarized as follows: </font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:79%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets (liabilities):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21,732</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,957</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,313</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax credits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,461</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,439</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Insurance</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,333</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,814</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,482</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,523</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State taxes</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,023</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(420</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20,643</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14,773</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,743</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,478</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(25,409</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19,671</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net deferred tax assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,073</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20,852</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The Company had state credit carryforwards as of December 31, 2016 and 2015 of </font><font style="font-family:inherit;font-size:10pt;">$3,430</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$3,439</font><font style="font-family:inherit;font-size:10pt;">, respectively. These carryforwards almost entirely relate 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 carryforward until 2027.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company did not have federal net operating loss carryforward as of December 31, 2016. The Company had federal net operating loss carryforwards as of December 31, 2015 of </font><font style="font-family:inherit;font-size:10pt;">$4,389</font><font style="font-family:inherit;font-size:10pt;">. The Company also had state net operating losses as of December 31, 2016 and 2015 of </font><font style="font-family:inherit;font-size:10pt;">$67</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$84</font><font style="font-family:inherit;font-size:10pt;">, respectively. These state net operating losses will begin to expire in 2032.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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, and 2014 had no impact on the Company's unrecognized tax benefits. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the Company'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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;"> &#8212; Deferred tax assets have been presented on the balance sheet as a non-current asset for all periods presented related to the early adoption of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no effect on the consolidated statements of income or consolidated statements of cash flow. </font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company&#8217;s assets and 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company&#8217;s estimates and assumptions, actual results could differ.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;padding-left:30px;text-indent:-30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">SELF INSURANCE RESERVES</font></div><div style="line-height:120%;text-align:left;padding-left:30px;text-indent:-30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents activity in our insurance reserves as of and for the years ended December 31, 2016 and 2015: </font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.828125%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td style="width:53%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" rowspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">General and Professional Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Workers' Compensation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Health</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance January&#160;1, 2015</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,401</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,758</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,801</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,960</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,528</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,508</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,921</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,957</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Claims paid and direct expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11,911</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,822</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14,648</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35,381</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in long-term insurance losses recoverable</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(308</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">775</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">467</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance December&#160;31, 2015</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,710</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20,219</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,074</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56,003</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year provisions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,149</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,887</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,151</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74,187</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Claims paid and direct expenses</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18,186</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10,290</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(37,586</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(66,062</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Change in long-term insurance losses recoverable</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">586</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,223</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,310</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,402</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,639</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">65,351</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:left;font-size:1pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Included in long-term insurance losses recoverable as of December 31, 2016 and 2015, are anticipated insurance recoveries related to the Company's general and professional liability claims that are recorded on a gross rather than net basis in accordance with GAAP.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">INTANGIBLE ASSETS &#8212; Net</font></div><div style="line-height:120%;padding-top:16px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="27" rowspan="1"></td></tr><tr><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Life (Years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Gross Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Gross Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Intangible Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lease acquisition costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">483</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(78</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">405</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">604</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(577</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Favorable leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,116</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,589</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,527</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,248</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,923</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,325</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assembled occupancy</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.0</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,897</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,897</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,779</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,476</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">303</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Facility trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(269</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">464</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(244</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">489</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,933</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,253</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,680</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,300</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,013</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,287</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,162</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,086</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,076</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,664</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9,233</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45,431</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization expense was </font><font style="font-family:inherit;font-size:10pt;">$4,634</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$3,824</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$1,089</font><font style="font-family:inherit;font-size:10pt;"> for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. Of the </font><font style="font-family:inherit;font-size:10pt;">$4,634</font><font style="font-family:inherit;font-size:10pt;"> in amortization expense incurred during the </font><font style="font-family:inherit;font-size:10pt;">year ended</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, approximately </font><font style="font-family:inherit;font-size:10pt;">$1,602</font><font style="font-family:inherit;font-size:10pt;"> related to the amortization of patient base intangible assets at recently acquired facilities, 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 new acquisition on the acquisition date. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company removed </font><font style="font-family:inherit;font-size:10pt;">$582</font><font style="font-family:inherit;font-size:10pt;"> in customer relationships as part of the sale of urgent care center and </font><font style="font-family:inherit;font-size:10pt;">$7,190</font><font style="font-family:inherit;font-size:10pt;"> of favorable leases as part of the acquisition of the real estate of </font><font style="font-family:inherit;font-size:10pt;">fifteen</font><font style="font-family:inherit;font-size:10pt;"> assisted living operations. In addition, the Company identified intangible assets that have become fully amortized during the year and removed the fully amortized balances from the gross asset and accumulated amortization amounts. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Estimated amortization expense for each of the years ending December&#160;31 is as follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:89%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,573</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,475</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,182</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,076</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases and Leasehold Improvements</font><font style="font-family:inherit;font-size:10pt;"> - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense 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 rent expense is calculated from the date the 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 for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">LEASES</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with </font><font style="font-family:inherit;font-size:10pt;">93</font><font style="font-family:inherit;font-size:10pt;"> affiliated skilled nursing, assisted living and independent living facilities used in the Company&#8217;s operations under </font><font style="font-family:inherit;font-size:10pt;">eight</font><font style="font-family:inherit;font-size:10pt;"> &#8220;triple-net&#8221; master lease agreements (collectively, the Master Leases), which ranges from </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">19</font><font style="font-family:inherit;font-size:10pt;"> years. At the Company&#8217;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. The extension 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 and being 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 expiration of 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.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust&#8217;s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust&#8217;s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term and maintenance and repair costs for the leased property.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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) the percentage change in the Consumer Price Index (but not less than zero) or (2) </font><font style="font-family:inherit;font-size:10pt;">2.5%</font><font style="font-family:inherit;font-size:10pt;">. In addition to rent, the Company is required to pay the following: (1) all impositions 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 or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases was approximately </font><font style="font-family:inherit;font-size:10pt;">$56,271</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$56,000</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$32,700</font><font style="font-family:inherit;font-size:10pt;"> for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> 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 and conditions. 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 then subject to the Master Lease. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-left:4px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the first quarter of 2016, the Company voluntarily discontinued operations in one of its skilled nursing facilities in order to preserve the overall ability to serve the residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, the Company entered into 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 licenses free and clear of the applicable 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 on the Company's lease coverage ratios under the Master Leases. The Company recorded a continued obligation liability under the lease and related closing expenses of </font><font style="font-family:inherit;font-size:10pt;">$7,935</font><font style="font-family:inherit;font-size:10pt;">, including the present value of rental payments of approximately </font><font style="font-family:inherit;font-size:10pt;">$6,512</font><font style="font-family:inherit;font-size:10pt;">, which was recognized in the first quarter of 2016. Residents of the affected facility were transferred to other local skilled nursing facilities.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company also leases certain affiliated operations and its administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">20 years</font><font style="font-family:inherit;font-size:10pt;">. 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 </font><font style="font-family:inherit;font-size:10pt;">15</font><font style="font-family:inherit;font-size:10pt;"> years with </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;">-year renewal options and is subject to annual escalation equal to the percentage change in the Consumer Price Index with a stated cap percentage. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five years</font><font style="font-family:inherit;font-size:10pt;">. Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense, inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was </font><font style="font-family:inherit;font-size:10pt;">$125,221</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$89,264</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$48,947</font><font style="font-family:inherit;font-size:10pt;"> for the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future minimum lease payments for all leases as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> are as follows: </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:88%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">137,247</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140,211</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,851</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,191</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">138,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,145,188</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,840,186</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">Twenty-two</font><font style="font-family:inherit;font-size:10pt;"> of the Company&#8217;s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> separate 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 same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company&#8217;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 master lease portfolio and could trigger cross-default provisions in the Company&#8217;s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord.</font></div><div style="line-height:120%;padding-left:4px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">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 the facility 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 individual facility 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 to trigger a technical default with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. The Company is not aware of any defaults as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Self-Insurance</font><font style="font-family:inherit;font-size:10pt;"> &#8212; The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. For claims made after January&#160;1, 2013, the combined self-insured retention was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500</font><font style="font-family:inherit;font-size:10pt;"> per claim, subject to an additional one-time deductible of </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> for California affiliated facilities and a separate, one-time, deductible of </font><font style="font-family:inherit;font-size:10pt;">$750</font><font style="font-family:inherit;font-size:10pt;"> for non-California facilities. For all California affiliated facilities, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim, </font><font style="font-family:inherit;font-size:10pt;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility, with a </font><font style="font-family:inherit;font-size:10pt;">$5,000</font><font style="font-family:inherit;font-size:10pt;"> blanket aggregate limit. For all facilities outside of California, except those located in Colorado, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim, </font><font style="font-family:inherit;font-size:10pt;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility, with a </font><font style="font-family:inherit;font-size:10pt;">$5,000</font><font style="font-family:inherit;font-size:10pt;"> blanket aggregate and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> per claim and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3,000</font><font style="font-family:inherit;font-size:10pt;"> per facility for skilled nursing facilities, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. Beginning on January&#160;1, 2017, the combined self-insured retention will be </font><font style="font-family:inherit;font-size:10pt;">$500</font><font style="font-family:inherit;font-size:10pt;"> per claim, subject to an additional one-time deductible of </font><font style="font-family:inherit;font-size:10pt;">$750</font><font style="font-family:inherit;font-size:10pt;"> for California affiliated facilities and a separate, one-time, deductible of </font><font style="font-family:inherit;font-size:10pt;">$1,000</font><font style="font-family:inherit;font-size:10pt;"> for non-California facilities. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The self-insured retention and deductible limits for general and professional liability and workers' compensation for all states (except Texas and Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. The Company&#8217;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 of insured 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. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:1pt;">&#160;</font><font style="font-family:inherit;font-size:10pt;">The Company&#8217;s operating subsidiaries are self-insured for workers&#8217; compensation in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500</font><font style="font-family:inherit;font-size:10pt;"> per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers&#8217; compensation claims and, effective February 1, 2011, the Company has purchased individual stop-loss coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$750</font><font style="font-family:inherit;font-size:10pt;"> per occurrence. As of July 1, 2014, the Company&#8217;s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;">$350</font><font style="font-family:inherit;font-size:10pt;"> 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 of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;">$350</font><font style="font-family:inherit;font-size:10pt;"> per accident. In all states except 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 incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, the Company has recorded an asset and equal liability of </font><font style="font-family:inherit;font-size:10pt;">$4,104</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2,881</font><font style="font-family:inherit;font-size:10pt;"> at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2015</font><font style="font-family:inherit;font-size:10pt;">, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 13, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Restricted and Other Assets.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300</font><font style="font-family:inherit;font-size:10pt;"> for each covered person with an additional one-time aggregate individual stop loss deductible of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$75</font><font style="font-family:inherit;font-size:10pt;">. Beginning 2016, the Company's policy does not include the additional one-time aggregate individual stop loss deductible of </font><font style="font-family:inherit;font-size:10pt;">$75</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The Company believes that adequate provision has been made in the Financial Statements for liabilities that may arise out of patient care, workers&#8217; compensation, healthcare benefits and related services provided to date. The amount of the Company&#8217;s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company&#8217;s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company&#8217;s historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid claims. The self-insured liabilities are based upon estimates, and while management 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 inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company&#8217;s actual liability exceeds its estimates of loss, its future earnings, cash flows and financial condition would be adversely affected.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements &#8212;</font><font style="font-family:inherit;font-size:10pt;"> Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal 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, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles 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 the formal review of the Company's financial management and certain standards are under consideration.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Accounting Standards Adopted by the Company:</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In&#160;November&#160;2015,&#160;the&#160;FASB&#160;issued&#160;updated&#160;guidance&#160;requiring&#160;all&#160;deferred&#160;tax&#160;assets&#160;and&#160;liabilities&#160;be&#160;presented as non-current. The Company early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated Balance Sheets. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In&#160;April&#160;2015,&#160;the&#160;FASB&#160;issued&#160;updated&#160;guidance&#160;requiring&#160;debt&#160;issuance&#160;costs&#160;related&#160;to&#160;a&#160;recognized&#160;debt&#160;liability&#160;to&#160;be&#160;presented&#160;in&#160;the&#160;consolidated balance 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 year 2016. The Company adopted this amendment during the first quarter of 2016. See Note 16, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Debt</font><font style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions and events that raise substantial doubt about the entity&#8217;s ability to continue as a going concern and to provide disclosures in certain circumstances. The new standard was effective for the Company in the first quarter of fiscal year 2016. The adoption of this standard did not have a material effect on the Company's financial statements. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounting Standards Recently Issued But Not Yet Adopted by the Company:</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2016, the FASB issued amended authoritative guidance to reduce the diversity in practice related to the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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&#8217;s consolidated financial statements.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of the guidance will result in a decrease in income tax expense and an increase in diluted share counts and net cash provided by operating activities. </font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2016, the FASB issued its standard to amend the principal-versus-agent implementation guidance and illustrations in the Board&#8217;s new revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard&#8217;s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard&#8217;s control principle. The guidance will 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 the new 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. The Company's evaluation of the adoption method and impact to the consolidated financial statements is ongoing and being performed concurrently with the new revenue standard.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 its consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on its consolidated balance sheet.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2016, the FASB issued amended authoritative guidance which makes targeted improvements for financial instruments. The new provisions impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 this standard is not expected to have a material impact on the Company&#8217;s consolidated financial statements.</font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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 fiscal year 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, using the modified retrospective method.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DESCRIPTION OF BUSINESS</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">The Company&#160;- </font><font style="font-family:inherit;font-size:10pt;">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 </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company operated </font><font style="font-family:inherit;font-size:10pt;">210</font><font style="font-family:inherit;font-size:10pt;"> facilities, </font><font style="font-family:inherit;font-size:10pt;">39</font><font style="font-family:inherit;font-size:10pt;"> 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 historically operated urgent care clinics in Colorado and Washington. The Company completed the sale of its urgent care centers in 2016. The Company's operating subsidiaries, each of which strives to be the operation of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home health, home care, hospice, urgent care and other ancillary services. The Company's operating subsidiaries have a collective capacity of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">17,700</font><font style="font-family:inherit;font-size:10pt;"> operational skilled nursing beds and </font><font style="font-family:inherit;font-size:10pt;">4,450</font><font style="font-family:inherit;font-size:10pt;"> assisted living and independent living units. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company owned </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50</font><font style="font-family:inherit;font-size:10pt;"> of its </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">210</font><font style="font-family:inherit;font-size:10pt;"> affiliated facilities and leased an additional </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">160</font><font style="font-family:inherit;font-size:10pt;"> facilities through long-term lease arrangements and had options to purchase </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">9</font><font style="font-family:inherit;font-size:10pt;"> of those </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">160</font><font style="font-family:inherit;font-size:10pt;"> facilities. As of </font><font style="font-family:inherit;font-size:10pt;">December 31, 2015</font><font style="font-family:inherit;font-size:10pt;">, the Company owned </font><font style="font-family:inherit;font-size:10pt;">32</font><font style="font-family:inherit;font-size:10pt;"> of its </font><font style="font-family:inherit;font-size:10pt;">186</font><font style="font-family:inherit;font-size:10pt;"> affiliated facilities and leased an additional </font><font style="font-family:inherit;font-size:10pt;">154</font><font style="font-family:inherit;font-size:10pt;"> facilities through long-term lease arrangements, and had options to purchase </font><font style="font-family:inherit;font-size:10pt;">20</font><font style="font-family:inherit;font-size:10pt;"> of those </font><font style="font-family:inherit;font-size:10pt;">154</font><font style="font-family:inherit;font-size:10pt;"> facilities. </font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Certain of the Company&#8217;s wholly-owned independent subsidiaries, collectively referred to as the Service Center, provide certain accounting, payroll, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly-owned captive insurance subsidiary (the Captive) that provides some claims-made coverage to the Company&#8217;s operating subsidiaries for general and professional liability, as well as coverage for certain workers&#8217; compensation insurance liabilities.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Each of the Company's affiliated operations are operated by separate, wholly-owned, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated &#8220;Company&#8221; and &#8220;its&#8221; assets and activities in this Annual Report is not meant to imply, nor should it be construed as 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.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">RESTRICTED AND OTHER ASSETS</font></div><div style="line-height:120%;padding-top:13px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted and other assets consist of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt issuance costs, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,611</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term insurance losses recoverable asset</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,104</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,881</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deposits with landlords</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,526</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,969</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital improvement reserves with landlords and lenders</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">673</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">760</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Note receivable from sale of urgent care centers</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">700</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted and other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,614</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,631</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Included in restricted and other assets as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> 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 Update issued by the FASB.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">OTHER ACCRUED LIABILITIES</font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued liabilities consist of the following:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:75%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Quality assurance fee</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,604</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,120</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Refunds payable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,368</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,252</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,994</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,696</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash held in trust for patients</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,373</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,016</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Resident deposits</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,099</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,884</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dividends payable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,186</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,072</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property taxes</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,230</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Charges related to operational closure</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,972</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,037</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,935</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued liabilities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58,763</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,205</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Quality assurance fee represents amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments and duplicate payments from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits 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 regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the accompanying consolidated balance sheets.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">PROPERTY AND EQUIPMENT&#8212; Net</font></div><div style="line-height:120%;padding-top:13px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net consist of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47,565</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,451</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings and improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">304,263</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151,434</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,170</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">114,752</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,931</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,504</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,164</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68,405</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Construction in progress</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,441</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">781</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">594,534</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">382,327</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: accumulated depreciation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(110,036</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(82,694</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484,498</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">299,633</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">See Note 8, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Acquisitions </font><font style="font-family:inherit;font-size:10pt;">for information on acquisitions during the </font><font style="font-family:inherit;font-size:10pt;">year ended December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment &#8212;</font><font style="font-family:inherit;font-size:10pt;"> 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&#160;years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47,565</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,451</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings and improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">304,263</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151,434</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,170</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">114,752</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,931</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,504</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,164</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68,405</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Construction in progress</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,441</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">781</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">594,534</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">382,327</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: accumulated depreciation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(110,036</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(82,694</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484,498</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">299,633</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Reclassifications</font><font style="font-family:inherit;font-size:10pt;"> - Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for the presentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, these assets were classified as either current or non-current assets, as applicable. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:4%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="22" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">521,063</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,397</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557,958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396,519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,500</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">477,019</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,005,099</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,397</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,998</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,122,494</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247,844</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17,664</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265,508</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121,860</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97,239</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,151</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266,862</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,374,803</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="22" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">430,368</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,642</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,946</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">458,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">332,429</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63,074</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">395,503</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">834,702</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,642</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72,020</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">926,364</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">194,743</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,027</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206,770</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96,943</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68,487</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,309</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208,692</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,126,388</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year ended December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">352,271</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,590</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,245</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">369,106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">274,723</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,421</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313,144</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">678,151</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,590</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,666</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733,407</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">138,215</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,581</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145,796</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,104</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37,258</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,269</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">901,470</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111,031</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,677</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66,346</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56,411</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,500</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,970</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other payors</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,347</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,276</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284,224</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">239,334</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(39,791</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30,308</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accounts receivable, net</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">244,433</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">209,026</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:75%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Quality assurance fee</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,604</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,120</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Refunds payable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,368</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,252</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,994</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,696</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash held in trust for patients</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,373</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,016</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Resident deposits</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,099</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,884</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dividends payable</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,186</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,072</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property taxes</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,230</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Charges related to operational closure</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,972</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,037</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,935</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued liabilities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58,763</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,205</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,146</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,915</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare and Medicaid licenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,731</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,586</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,646</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:16px;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:62%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,054</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,811</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,314</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building and improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21,057</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73,502</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41,995</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment, furniture, and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,265</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,612</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,933</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assembled occupancy</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,299</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">895</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">905</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Definite-lived intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">363</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">360</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">729</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,343</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,617</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,334</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Favorable leases</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">393</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,901</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,680</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other indefinite-lived intangible assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,285</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,195</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other assets acquired, net of liabilities assumed</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;Total acquisitions</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64,521</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119,965</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96,085</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14" rowspan="1"></td></tr><tr><td style="width:45%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number of</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Options</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Average</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number of</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Options Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Average</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">of Options</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Vested</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,580</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.65</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.88</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.68</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(128</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.14</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(978</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.93</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,532</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.51</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,218</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.70</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(233</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(488</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,448</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,526</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.43</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(642</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December&#160;31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,176</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.62</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,704</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,043</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,149</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,490</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,183</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,761</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,405</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,226</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,910</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29,895</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,034</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,026</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,438</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,217</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(754</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(656</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,251</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,272</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,094</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32,975</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,182</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,801</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Term loan with SunTrust, interest payable quarterly</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,125</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit facility with SunTrust</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">122,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,000</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,032</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,671</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">284,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99,671</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current maturities</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,129</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(620</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less debt issuance costs</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(542</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">275,486</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99,051</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:79%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets (liabilities):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21,732</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,957</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,313</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax credits</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,461</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,439</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Insurance</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,333</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,814</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax assets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,482</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,523</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State taxes</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,023</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(420</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20,643</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14,773</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,743</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,478</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(25,409</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(19,671</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net deferred tax assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,073</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20,852</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,843</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,917</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: net income (loss) attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,853</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,209</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,432</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,950</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares outstanding for basic net income per share</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,555</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44,682</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic net income per common share attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.99</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.10</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.80</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Numerator:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,843</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,917</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33,741</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: net income (loss) attributable to noncontrolling interests</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,853</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">485</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,209</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49,990</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55,432</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,950</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Denominator:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average common shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,555</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50,316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plus: incremental shares from assumed conversion</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">&#160;(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,578</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,894</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,508</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Adjusted weighted average common shares outstanding</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,133</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52,210</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46,190</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted net income per common share attributable to The Ensign Group, Inc.</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.96</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.06</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.78</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:9pt;">(1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were </font><font style="font-family:inherit;font-size:9pt;">838</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:9pt;">258</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:9pt;">1,084</font><font style="font-family:inherit;font-size:9pt;"> for the </font><font style="font-family:inherit;font-size:9pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:9pt;">, respectively.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:68%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax expense at statutory rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State income taxes&#160;- net of federal benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-deductible expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-deductible transaction costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other adjustments</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total income tax provision</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:71%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to stock options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,793</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,164</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,134</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to restricted stock awards</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,371</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,931</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,657</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Share-based compensation expense related to stock awards to non-employee directors</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">612</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">582</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">399</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,776</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,677</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,190</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:16px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="27" rowspan="1"></td></tr><tr><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="4" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Life (Years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Gross Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Gross Carrying Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Intangible Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Lease acquisition costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">483</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(78</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">405</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">604</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(577</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Favorable leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,116</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,589</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,527</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,248</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,923</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,325</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assembled occupancy</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.0</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,897</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,897</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,779</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,476</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">303</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Facility trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(269</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">464</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(244</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">489</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,933</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,253</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,680</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,300</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,013</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,287</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,162</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8,086</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,076</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,664</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9,233</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45,431</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:88%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">137,247</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140,211</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,851</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,191</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">138,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,145,188</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,840,186</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td style="width:36%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">January 1, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">316</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,278</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,003</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,935</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">883</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,440</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,651</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">360</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,334</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,221</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,756</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,929</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,363</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,269</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impairments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,782</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,173</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,662</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,617</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14,221</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,538</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,102</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,025</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,886</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Dispositions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,103</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4,103</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Purchase price adjustment</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(26</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,415</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,799</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,129</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30,343</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,538</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17,901</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,025</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67,100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td style="width:69%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Non-Vested Restricted Awards</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Weighted Average Grant Date Fair Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at January 1, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">460</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.34</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.75</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(130</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.12</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">366</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">323</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.99</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(234</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.36</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.81</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">425</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">299</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.55</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(279</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.58</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.85</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested at December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">429</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.42</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt issuance costs, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,611</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,021</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term insurance losses recoverable asset</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,104</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,881</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deposits with landlords</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,526</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,969</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capital improvement reserves with landlords and lenders</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">673</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">760</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Note receivable from sale of urgent care centers</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">700</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restricted and other assets</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,614</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,631</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td style="width:42%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">% of</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557,958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">458,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">369,106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">477,019</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">395,503</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313,144</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid &#8212; skilled</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Medicaid and Medicare</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,122,494</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">926,364</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733,407</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265,508</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206,770</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145,796</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other payors</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(1)</sup></font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266,862</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208,692</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,203</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">(1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.</font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth selected financial data consolidated by business segment:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:26%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,374,803</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,929</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,184</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,113</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,377,732</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,796</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,113</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118,118</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,701</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,571</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54,543</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">91,847</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6,029</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,818</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,298</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">924</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,303</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's transitional and skilled services segment income for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> included the continued obligation under the lease and related closing expenses of </font><font style="font-family:inherit;font-size:10pt;">$7,935</font><font style="font-family:inherit;font-size:10pt;">, including the present value of rental payments of approximately </font><font style="font-family:inherit;font-size:10pt;">$6,512</font><font style="font-family:inherit;font-size:10pt;">, which was recognized for the closure of one skilled nursing facility in the first quarter of 2016. See Note 18, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases</font><font style="font-family:inherit;font-size:10pt;"> for further detail. </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,126,388</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,447</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">881</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,328</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,128,835</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37,834</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,328</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136,744</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,463</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,584</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68,709</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93,082</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,983</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">91,099</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,008</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">980</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,785</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,111</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">901,470</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,066</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">735</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,801</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">903,536</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,307</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,801</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">117,816</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,195</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,701</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62,788</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72,924</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,382</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60,542</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,673</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,996</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">539</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,222</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,430</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:39%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:6%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:7%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Stock Options Vested</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="12" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Stock Options Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Number Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Black-Scholes Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Remaining Contractual Life (Years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Vested and Exercisable</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year of Grant</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2008</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.06</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">415</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">618</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">415</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2009</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.06</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.56</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">542</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,162</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">542</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2010</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.77</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">347</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.90</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.99</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">567</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.56</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.96</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">528</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,952</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">390</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.98</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.49</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">617</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,996</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">331</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.94</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,688</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,547</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">597</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.47</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.24</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">590</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,357</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">-</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.89</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">486</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,396</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,176</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,942</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,704</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company used the following assumptions for stock options granted during the </font><font style="font-family:inherit;font-size:10pt;">years ended December 31, 2016, 2015 and 2014</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:17%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Grant Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Risk-Free Rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Expected Life</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Volatility</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Dividend Yield</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.38%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.80%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.69%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5 years</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.63%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.82%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5 years</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.62%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:89%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,282</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,573</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,475</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25,182</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35,076</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">BUSINESS SEGMENTS</font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company has</font><font style="font-family:inherit;font-size:10pt;color:#ff0000;"> </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;color:#ff0000;"> </font><font style="font-family:inherit;font-size:10pt;">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, which includes the Company's home health, home care and hospice businesses. The Company's Chief Executive Officer, who is our chief operating decision maker, or CODM, reviews financial information at the operating segment level.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company also reports an &#8220;all other&#8221; category that includes revenue from its urgent care centers, mobile diagnostics and other ancillary operations. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. In 2016, the Company completed the sale of its urgent care centers for an aggregate purchase price of </font><font style="font-family:inherit;font-size:10pt;">$41,492</font><font style="font-family:inherit;font-size:10pt;">. The reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of the Company's assisted and independent living services led it to separate the assisted and 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 and hospice 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 Note 12, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill and Other Indefinite-Lived Intangible Assets</font><font style="font-family:inherit;font-size:10pt;"> for comparative information on changes in the carrying amount of goodwill by segment.</font></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, transitional and skilled services included </font><font style="font-family:inherit;font-size:10pt;">149</font><font style="font-family:inherit;font-size:10pt;"> wholly-owned affiliated skilled nursing facilities and </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;"> campuses that provide skilled nursing and rehabilitative care services. The Company provided room and board and social services through </font><font style="font-family:inherit;font-size:10pt;">40</font><font style="font-family:inherit;font-size:10pt;"> wholly-owned affiliated assisted and independent living facilities and </font><font style="font-family:inherit;font-size:10pt;">21</font><font style="font-family:inherit;font-size:10pt;"> campuses. Home health, home care and hospice services were provided to patients through the Company's </font><font style="font-family:inherit;font-size:10pt;">39</font><font style="font-family:inherit;font-size:10pt;"> agencies. The Company's urgent care services, which is included in the "all other" category, were provided to patients by the Company's wholly owned urgent care operating subsidiaries. See also Note 19, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Divestitures</font><font style="font-family:inherit;font-size:10pt;"> for further information relating to the sale of urgent care centers. As of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;">, the Company held majority membership interests in other ancillary operations, which operating results are included in the "all other" category. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and are included in the "all other" category in the selected segment financial data that follows. The accounting policies of the reporting segments are the same as those described in Note 2</font><font style="font-family:inherit;font-size:10pt;font-style:italic;">, Summary of Significant Accounting Policies. </font><font style="font-family:inherit;font-size:10pt;">The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below.</font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment revenues by major payor source were as follows:</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:4%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="22" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">521,063</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,397</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10,498</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">557,958</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396,519</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80,500</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">477,019</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87,517</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,005,099</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,397</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,998</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,122,494</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247,844</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17,664</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265,508</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">121,860</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97,239</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,151</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266,862</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,374,803</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="22" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">430,368</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,642</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,946</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">458,956</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">332,429</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63,074</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">395,503</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71,905</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">834,702</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,642</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72,020</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">926,364</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">194,743</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12,027</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206,770</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96,943</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68,487</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6,309</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">208,692</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,126,388</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year ended December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">352,271</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,590</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,245</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">369,106</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicare</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">274,723</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,421</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">313,144</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medicaid-skilled</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Subtotal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">678,151</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,590</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43,666</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">733,407</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Managed care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">138,215</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,581</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145,796</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Private and other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,104</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37,258</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,269</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">148,203</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">901,470</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td colspan="25" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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.</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> The following table sets forth selected financial data consolidated by business segment:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:26%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,374,803</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40,612</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,929</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,184</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,113</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,377,732</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123,636</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115,813</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,796</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5,113</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,654,864</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118,118</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,701</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16,571</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(54,543</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">91,847</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6,029</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85,818</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,298</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,157</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">924</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7,303</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,682</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company's transitional and skilled services segment income for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2016</font><font style="font-family:inherit;font-size:10pt;"> included the continued obligation under the lease and related closing expenses of </font><font style="font-family:inherit;font-size:10pt;">$7,935</font><font style="font-family:inherit;font-size:10pt;">, including the present value of rental payments of approximately </font><font style="font-family:inherit;font-size:10pt;">$6,512</font><font style="font-family:inherit;font-size:10pt;">, which was recognized for the closure of one skilled nursing facility in the first quarter of 2016. See Note 18, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases</font><font style="font-family:inherit;font-size:10pt;"> for further detail. </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,126,388</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36,953</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,447</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">881</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,328</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,128,835</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88,129</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">90,356</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37,834</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3,328</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,341,826</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136,744</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11,463</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13,584</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68,709</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93,082</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,983</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">91,099</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18,008</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,338</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">980</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5,785</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28,111</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category. </font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="25" rowspan="1"></td></tr><tr><td style="width:27%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2014</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Transitional and Skilled Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assisted and Independent Living Services</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Home Health and Hospice Services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">All Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Elimination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total </font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from external customers</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">901,470</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22,572</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intersegment revenue </font><font style="font-family:inherit;font-size:8pt;">(1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,066</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">735</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,801</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">903,536</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48,848</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">54,516</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23,307</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2,801</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,027,406</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Segment income (loss) </font><font style="font-family:inherit;font-size:8pt;">(2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">117,816</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8,195</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9,701</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62,788</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72,924</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense, net of interest income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12,382</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60,542</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation and amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19,673</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,996</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">539</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4,222</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26,430</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(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. </font></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(2) Segment income excludes general and administrative expense for transitional and skilled services, assisted and independent living services and home health and hospice businesses. General and administrative expense is included in "All Other" category.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td style="width:67%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Grant Year</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value of Options</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">497</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.00</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">637</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.27</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.08</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2,058</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.68</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.66</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Stock-Based Compensation &#8212; </font><font style="font-family:inherit;font-size:10pt;">The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result 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 grants and other variables.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable and Allowance for Doubtful Accounts &#8212;</font><font style="font-family:inherit;font-size:10pt;"> 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 is probable that a portion or all of a particular account will not be collected.</font></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In evaluating the collectability of accounts receivable, the Company considers a number of factors, including the age of the accounts, changes in collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company&#8217;s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Estimates and Assumptions &#8212;</font><font style="font-family:inherit;font-size:10pt;"> The preparation of Financial Statements in conformity with GAAP&#160;requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company&#8217;s Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcare claims included in accrued self-insurance liabilities and income taxes. Actual results could differ from those estimates.</font></div></div> (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 years ended December 31, 2016, 2015 and 2014, respectively. (1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services. EX-101.SCH 9 ensg-20161231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2128100 - Disclosure - Acquisitions link:presentationLink link:calculationLink link:definitionLink 2428402 - Disclosure - Acquisitions Acquisition Summary (Details) link:presentationLink link:calculationLink link:definitionLink 2428404 - Disclosure - Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 2428403 - Disclosure - Acquisitions Prior Period Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 2131100 - Disclosure - Acquisitions - Pro Forma link:presentationLink link:calculationLink link:definitionLink 2431402 - Disclosure - Acquisitions - Pro Forma (Details) link:presentationLink link:calculationLink link:definitionLink 2331301 - Disclosure - Acquisitions - Pro Forma (Tables) link:presentationLink link:calculationLink link:definitionLink 2328301 - Disclosure - Acquisitions (Tables) link:presentationLink link:calculationLink link:definitionLink 2125100 - Disclosure - Business Segments link:presentationLink link:calculationLink link:definitionLink 2425402 - Disclosure - Business Segments (Details) link:presentationLink link:calculationLink link:definitionLink 2425403 - Disclosure - Business Segments Revenue by Segment (Details) link:presentationLink link:calculationLink link:definitionLink 2425404 - Disclosure - Business Segments Schedule of Segment Reporting Information, by Segment (Details) link:presentationLink link:calculationLink link:definitionLink 2325301 - Disclosure - Business Segments (Tables) link:presentationLink link:calculationLink link:definitionLink 2150100 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2450406 - Disclosure - Commitments and Contingencies Cash in Excess of FDIC Limits (Details) link:presentationLink link:calculationLink link:definitionLink 2450405 - Disclosure - Commitments and Contingencies Concentrations (Details) link:presentationLink link:calculationLink link:definitionLink 2450402 - Disclosure - Commitments and Contingencies General Liability Claim (Details) link:presentationLink link:calculationLink link:definitionLink 2450401 - Disclosure - Commitments and Contingencies Litigation (Details) link:presentationLink link:calculationLink link:definitionLink 2450403 - Disclosure - Commitments and Contingencies Medicare Revenue Recoupments (Details) link:presentationLink link:calculationLink link:definitionLink 2450404 - Disclosure - Commitments and Contingencies Other Matters (Details) link:presentationLink link:calculationLink link:definitionLink 2106100 - Disclosure - Common Stock link:presentationLink link:calculationLink link:definitionLink 2406401 - Disclosure - Common Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2113100 - Disclosure - Computation of Net Income Per Common Share link:presentationLink link:calculationLink link:definitionLink 2413404 - Disclosure - Computation of Net Income Per Common Share Antidilutive Shares (Details) link:presentationLink link:calculationLink link:definitionLink 2413402 - Disclosure - Computation of Net Income Per Common Share (Details) link:presentationLink link:calculationLink link:definitionLink 2413403 - Disclosure - Computation of Net Income Per Common Share Dilutive Table (Details) link:presentationLink link:calculationLink link:definitionLink 2313301 - Disclosure - Computation of Net Income Per Common Share (Tables) link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1001001 - Statement - Consolidated Balance Sheets Balance Sheet (Paranthetical) link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Statement of Comprehensive Income link:presentationLink link:calculationLink link:definitionLink 1003001 - Statement - Consolidated Statement of Comprehensive Income Comprehensive Income Paranthetical link:presentationLink link:calculationLink link:definitionLink 1005000 - Statement - Consolidated Statement of Stockholders' Equity Statement link:presentationLink link:calculationLink link:definitionLink 1006000 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Statements of Income link:presentationLink link:calculationLink link:definitionLink 2146100 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 2446403 - Disclosure - Debt Additional Disclosures (Details) link:presentationLink link:calculationLink link:definitionLink 2446402 - Disclosure - Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2446404 - Disclosure - Debt Future Principal Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 2346301 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2152100 - Disclosure - Defined Contribution Plan link:presentationLink link:calculationLink link:definitionLink 2452402 - Disclosure - Defined Contribution Plan (Details) link:presentationLink link:calculationLink link:definitionLink 2352301 - Disclosure - Defined Contribution Plan (Tables) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - DEI Info Cover Page Document link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - Description of Business link:presentationLink link:calculationLink link:definitionLink 2401401 - Disclosure - Description of Business (Details) link:presentationLink link:calculationLink link:definitionLink 2149100 - Disclosure - Divestitures link:presentationLink link:calculationLink link:definitionLink 2449402 - Disclosure - Divestitures (Details) link:presentationLink link:calculationLink link:definitionLink 2349301 - Disclosure - Divestitures (Tables) link:presentationLink link:calculationLink link:definitionLink 2116100 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 2416402 - Disclosure - Fair Value Measurements (Details) link:presentationLink link:calculationLink link:definitionLink 2416403 - Disclosure - Fair Value Measurements Investments (Details) link:presentationLink link:calculationLink link:definitionLink 2316301 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 2140100 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets link:presentationLink link:calculationLink link:definitionLink 2440402 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets Goodwill Rollforward (Details) link:presentationLink link:calculationLink link:definitionLink 2440403 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets Indefinite-lived intangble assets (Details) link:presentationLink link:calculationLink link:definitionLink 2340301 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2145100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2445404 - Disclosure - Income Taxes Deferred Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2445402 - Disclosure - Income Taxes Income Tax Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2445405 - Disclosure - Income Taxes Income Tax Other Disclosures (Details) link:presentationLink link:calculationLink link:definitionLink 2445403 - Disclosure - Income Taxes Income Tax Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 2345301 - Disclosure - Income Taxes Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2137100 - Disclosure - Intangible Assets - Net link:presentationLink link:calculationLink link:definitionLink 2437402 - Disclosure - Intangible Assets - Net (Details) link:presentationLink link:calculationLink link:definitionLink 2437403 - Disclosure - Intangible Assets - Net Future Amortization (Details) link:presentationLink link:calculationLink link:definitionLink 2337301 - Disclosure - Intangible Assets - Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2148100 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2448402 - Disclosure - Leases (Details) link:presentationLink link:calculationLink link:definitionLink 2448403 - Disclosure - Leases Future minimum lease payments (Details) link:presentationLink link:calculationLink link:definitionLink 2348301 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 2147100 - Disclosure - Options and Awards link:presentationLink link:calculationLink link:definitionLink 2447409 - Disclosure - Options and Awards Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2447404 - Disclosure - Options and Awards Exercise Price and Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2447410 - Disclosure - Options and Awards Intrinsic Values (Details) link:presentationLink link:calculationLink link:definitionLink 2447402 - Disclosure - Options and Awards Lead Paragraphs (Details) link:presentationLink link:calculationLink link:definitionLink 2447406 - Disclosure - Options and Awards Options Outstanding by Exercise Price (Details) link:presentationLink link:calculationLink link:definitionLink 2447405 - Disclosure - Options and Awards Options Outstanding Rollforward (Details) link:presentationLink link:calculationLink link:definitionLink 2447408 - Disclosure - Options and Awards Restricted Award Rollforward (Details) link:presentationLink link:calculationLink link:definitionLink 2447407 - Disclosure - Options and Awards Restricted Awards Granted (Details) link:presentationLink link:calculationLink link:definitionLink 2447411 - Disclosure - Options and Awards Subsidiary Equity Plan (Details) link:presentationLink link:calculationLink link:definitionLink 2347301 - Disclosure - Options and Awards (Tables) link:presentationLink link:calculationLink link:definitionLink 2447403 - Disclosure - Options and Awards Valuation Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 2142100 - Disclosure - Other Accrued Liabilities link:presentationLink link:calculationLink link:definitionLink 2442402 - Disclosure - Other Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2342301 - Disclosure - Other Accrued Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 2134100 - Disclosure - Property and Equipment link:presentationLink link:calculationLink link:definitionLink 2434402 - Disclosure - Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2334301 - Disclosure - Property and Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 2153100 - Disclosure - REIT Spin-Off link:presentationLink link:calculationLink link:definitionLink 2453402 - Disclosure - REIT Spin-Off (Details) link:presentationLink link:calculationLink link:definitionLink 2453403 - Disclosure - REIT Spin-Off REIT Spin-Off Net Contribution Summary (Details) link:presentationLink link:calculationLink link:definitionLink 2453404 - Disclosure - REIT Spin-Off REIT Spin-Off Transaction Additional Disclosures (Details) link:presentationLink link:calculationLink link:definitionLink 2353301 - Disclosure - REIT Spin-Off (Tables) link:presentationLink link:calculationLink link:definitionLink 2141100 - Disclosure - Restricted and Other Assets link:presentationLink link:calculationLink link:definitionLink 2441402 - Disclosure - Restricted and Other Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2341301 - Disclosure - Restricted and Other Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Revenue and Accounts Receivable link:presentationLink link:calculationLink link:definitionLink 2419403 - Disclosure - Revenue and Accounts Receivable Accounts Receivable (Details) link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Revenue and Accounts Receivable Revenue YTD (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Revenue and Accounts Receivable (Tables) link:presentationLink link:calculationLink link:definitionLink 2151100 - Disclosure - Self-Insurance Reserves link:presentationLink link:calculationLink link:definitionLink 2451402 - Disclosure - Self-Insurance Reserves (Details) link:presentationLink link:calculationLink link:definitionLink 2351301 - Disclosure - Self-Insurance Reserves (Tables) link:presentationLink link:calculationLink link:definitionLink 2104100 - Disclosure - Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2404410 - Disclosure - Significant Accounting Policies Accumulated Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - Significant Accounting Policies Divestiture (Details) link:presentationLink link:calculationLink link:definitionLink 2404404 - Disclosure - Significant Accounting Policies Impairment (Details) link:presentationLink link:calculationLink link:definitionLink 2204201 - Disclosure - Significant Accounting Policies Level 2 (Policies) link:presentationLink link:calculationLink link:definitionLink 2404403 - Disclosure - Significant Accounting Policies Revenue and Accounts Receivable (Details) link:presentationLink link:calculationLink link:definitionLink 2404406 - Disclosure - Significant Accounting Policies Self-Insurance General and Professional (Details) link:presentationLink link:calculationLink link:definitionLink 2404409 - Disclosure - Significant Accounting Policies Self-Insurance Health Insurance (Details) link:presentationLink link:calculationLink link:definitionLink 2404405 - Disclosure - Significant Accounting Policies Self Insurance Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2404408 - Disclosure - Significant Accounting Policies Self Insurance Recoveries (Details) link:presentationLink link:calculationLink link:definitionLink 2404407 - Disclosure - Significant Accounting Policies Self-Insurance Workers' Compensation (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 10 ensg-20161231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 11 ensg-20161231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 12 ensg-20161231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Entity Information [Abstract] Entity Information [Abstract] Entity Registrant Name Entity Registrant Name Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Entity Filer Category Entity Filer Category Document Type Document Type Current Reporting Status Entity Current Reporting Status Document Period End Date Document Period End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Public Float Entity Public Float Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract] GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS [Abstract] Schedule of Indefinite-Lived Intangible Assets [Table] Schedule of Indefinite-Lived Intangible Assets [Table] Disposal Group Classification [Axis] Disposal Group Classification [Axis] Disposal Group Classification [Domain] Disposal Group Classification [Domain] Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Home Health and Hospice Services Home Health and Hospice Segment [Member] Home Health and Hospice Segment Trade name Trade Names [Member] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Medicare and Medicaid licenses Home Health and Hospice Medicare License [Member] Home Health and Hospice Medicare License [Member] Urgent Care Centers [Member] Urgent Care Centers [Member] Urgent Care Centers [Member] Indefinite-lived Intangible Assets [Line Items] Indefinite-lived Intangible Assets [Line Items] Other indefinite-lived intangibles Indefinite-Lived Intangible Assets (Excluding Goodwill) Indefinite-lived Intangible Assets Acquired Indefinite-lived Intangible Assets Acquired COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract] COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common Class A [Member] Common Class A [Member] Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] Numerator: Net Income (Loss) Attributable to Parent [Abstract] Net income Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest Less: net income (loss) attributable to noncontrolling interests Net Income (Loss) Attributable to Noncontrolling Interest Net income attributable to The Ensign Group, Inc. Net Income (Loss) Attributable to Parent Denominator: Weighted Average Number of Shares Outstanding, Diluted [Abstract] Weighted average shares outstanding for basic net income per share Weighted Average Number of Shares Outstanding, Basic Basic net income (loss) per common share: Earnings Per Share, Basic [Abstract] Basic net income per common share attributable to The Ensign Group, Inc. Earnings Per Share, Basic Commitments and Contingencies Disclosure [Abstract] Other Commitments [Table] Other Commitments [Table] Location, State [Axis] Location, State [Axis] Location, State [Axis] Location, State [Domain] Location, State [Domain] Location, State [Domain] CALIFORNIA CALIFORNIA Other Commitments [Line Items] Other Commitments [Line Items] Litigation Settlement Paid to U.S. Government Litigation Settlement Paid to U.S. Government Litigation Settlement Paid to U.S. Government Options and Awards [Abstract] Options and Awards [Abstract] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Award Type [Axis] Award Type [Axis] Award Type [Domain] Equity Award [Domain] Stock Options Employee Stock Option [Member] Restricted Stock Awards Restricted Stock [Member] Stock awards Stock awards [Member] Stock awards [Member] Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] Share-based compensation expense Allocated Share-based Compensation Expense Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition Employee Service Share-based Compensation, Nonvested Awards Employee Service Share-based Compensation, Nonvested Awards Employee Service Share-based Compensation, Nonvested Awards Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number As of the balance sheet date, the number of shares which are expected to vest into stock options outstanding can be converted under the option plan. Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Fair Value Disclosures [Abstract] Fair Value Disclosures [Text Block] Fair Value Disclosures [Text Block] Income Tax Disclosure [Abstract] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Domestic Tax Authority [Member] Domestic Tax Authority [Member] State and Local Jurisdiction [Member] State and Local Jurisdiction [Member] Income Tax Authority, Name [Axis] Income Tax Authority, Name [Axis] Income Tax Authority, Name [Domain] Income Tax Authority, Name [Domain] Tax Period [Axis] Tax Period [Axis] Tax Period [Domain] Tax Period [Domain] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Deferred Tax Assets, Tax Credit Carryforwards, General Business Deferred Tax Assets, Tax Credit Carryforwards, General Business Operating Loss Carryforwards Operating Loss Carryforwards Other Assets [Abstract] Schedule of Other Assets [Table Text Block] Schedule of Other Assets [Table Text Block] Accounting Policies [Abstract] Basis of Presentation and Significant Accounting Policies [Text Block] Basis of Presentation and Significant Accounting Policies [Text Block] Leases [Abstract] Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] Schedule of Common Stock Outstanding Roll Forward [Table Text Block] Schedule of Common Stock Outstanding Roll Forward [Table Text Block] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] Share-based Compensation, Schedule of Intrisice Values by Option Category [Table Text Block] Share-based Compensation, Schedule of Intrisice Values by Option Category [Table Text Block] Share-based Compensation, Schedule of Intrisice Values by Option Category [Table Text Block] Liability for Claims and Claims Adjustment Expense [Table] Liability for Claims and Claims Adjustment Expense [Table] Insurance Policy [Axis] Products and Services [Axis] Insurance Policy [Domain] Products and Services [Domain] Health Liability Insurance [Member] Health Liability Insurance [Member] Health Liability Insurance [Member] Insurance Coverage Limit Type [Axis] Insurance Coverage Limit Type [Axis] Insurance Coverage Limit Type [Axis] Insurance Coverage Limit Type [Domain] Insurance Coverage Limit Type [Domain] Insurance Coverage Limit Type [Domain] Stop-Loss Insurance limit per claim [Member] Stop-Loss Insurance limit per claim [Member] Stop-Loss Insurance limit per claim[Member] Stop Loss Deductible [Member] Stop Loss Deductible [Member] Stop Loss Deductible [Member] Liability for Claims and Claims Adjustment Expense [Line Items] Liability for Claims and Claims Adjustment Expense [Line Items] Self Insurance Reserve Self Insurance Reserve Debt issuance costs, net Debt Issuance Costs, Net Long-term insurance losses recoverable asset Estimated Insurance Recoveries Deposits with landlords Security Deposit Capital improvement reserves with landlords and lenders Other Restricted Assets Note receivable from sale of urgent care centers Loans Receivable, Net Restricted and other assets Other Assets, Noncurrent Statement [Table] Statement [Table] Scenario [Axis] Scenario [Axis] Scenario, Unspecified [Domain] Scenario, Unspecified [Domain] Real Estate Investment Trust Spin-Off Transaction [Member] Real Estate Investment Trust Spin-Off Transaction [Member] Transaction to Spin-Off real estate owned by the Company into a separate publicly traded real estate investment trust [Member] Statement [Line Items] Statement [Line Items] Income tax expense at statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State income taxes - net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Non-deductible settlement costs Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent Other adjustments Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Total income tax provision Effective Income Tax Rate Reconciliation, Percent Restricted awards granted [Table] Restricted awards granted [Table] Restricted awards granted [Table] Grant Class [Axis] Grant Class [Axis] Grant Class [Axis] Grant Class [Domain] Grant Class [Domain] [Domain] for Grant Class [Axis] Title of Individual [Axis] Title of Individual [Axis] Relationship to Entity [Domain] Relationship to Entity [Domain] Director [Member] Director [Member] Restricted awards granted [Line Items] Restricted awards granted [Line Items] [Line Items] for Restricted awards granted [Table] Restricted Awards Grant Date Fair Value Range, Minimum Restricted Awards Grant Date Fair Value Range, Minimum Restricted Awards Grant Date Fair Value Range, Minimum Restricted Awards Grant Date Fair Value Range, Maximum Restricted Awards Grant Date Fair Value Range, Maximum Restricted Awards Grant Date Fair Value Range, Maximum Options Granted to Non-employee Directors Options Granted to Non-employee Directors Options granted to non-employee directors Share-based Compensation, Restricted Awards, Exercise Price Share-based Compensation, Restricted Awards, Exercise Price Share-based Compensation, Restricted Awards, Exercise Price Issuance of restricted stock to employees Stock Issued During Period, Shares, Restricted Stock Award, Gross Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Debt Disclosure [Abstract] Schedule of Long-term Debt Instruments [Table Text Block] Schedule of Long-term Debt Instruments [Table Text Block] Defined Contribution Plan [Abstract] Defined Contribution Plan [Abstract] Defined Contribution Plan, Employer Discretionary Contribution Amount Defined Contribution Plan, Employer Discretionary Contribution Amount Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent Self-Insurance Reserves [Abstract] Self-Insurance Reserves [Abstract] Self-Insurance Reserves [Table Text Block] Self-Insurance Reserves [Table Text Block] Self-Insurance Reserves [Table Text Block] Segment Reporting [Abstract] Reconciliation of Revenue from Segments to Consolidated [Table] Reconciliation of Revenue from Segments to Consolidated [Table] Home Health and Hospice Agencies [Axis] Home Health and Hospice Agencies [Axis] Home Health and Hospice Agencies [Axis] Home Health and Hospice Agencies [Domain] Home Health and Hospice Agencies [Domain] [Domain] for Home Health and Hospice Agencies [Axis] Home Health, Hospice Agencies and Home Care Services [Member] Home Health, Hospice Agencies and Home Care Services [Member] Home Health, Hospice Agencies and Home Care Services [Member] skilled nursing, assisted living and independent living facilities [Axis] Transitional and Skilled Service Facilities [Axis] Transitional and skilled service facilities [Axis] Skilled nursing, assisted living and independent living facilities [Domain] Transitional and Skilled Service facilities [Domain] Transitional and skilled service facilities [Domain] Health Care Organization, Revenue Sources [Axis] Health Care Organization, Revenue Sources [Axis] Health Care Organization, Revenue Sources [Domain] Health Care Organization, Revenue Sources [Domain] Medicaid Medicaid [Member] Revenue from Medicaid for custodial services [Member] Medicare Medicare [Member] Revenue from Medicare [Member] Medicaid — skilled Medicaid-skilled [Member] Revenue from Medicaid for skilled services [Member] Total Medicaid and Medicare Total Medicaid and Medicare Revenue [Member] Total revenue from Medicaid and Medicare [Member] Managed care Managed Care [Member] Revenue from managed care payors [Member] Private and other payors Self-Pay [Member] TSA Services Transitional and Skilled Services Segment [Member] Transitional and Skilled Services Segment Assisted and Independent Living Services Segment [Member] Assisted and Independent Living Services Segment [Member] Assisted and Independent Living Services Segment [Member] Other Segments [Member] Other Segments [Member] Segment Reporting, Revenue Reconciling Item [Line Items] Segment Reporting, Revenue Reconciling Item [Line Items] Revenue Health Care Organization, Patient Service Revenue Revenue by payor as a percent of total revenue Revenue by payor as a percent of total revenue Revenue by payor as a percent of total revenue [Line Items] Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months Long-term Debt, Maturities, Repayments of Principal in Year Two Long-term Debt, Maturities, Repayments of Principal in Year Two Long-term Debt, Maturities, Repayments of Principal in Year Three Long-term Debt, Maturities, Repayments of Principal in Year Three Long-term Debt, Maturities, Repayments of Principal in Year Four Long-term Debt, Maturities, Repayments of Principal in Year Four Long-term Debt, Maturities, Repayments of Principal in Year Five Long-term Debt, Maturities, Repayments of Principal in Year Five Long-term Debt, Maturities, Repayments of Principal for Thereafter Five Years Long-term Debt, Maturities, Repayments of Principal for Thereafter Five Years Amount of long-term debt payable, sinking fund requirements, and other securities issued that are redeemable by holder at fixed or determinable prices and dates maturing in greater than five years following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Long-term Debt Long-term Debt Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Schedule of Deferred Tax Assets and Liabilities [Table Text Block] REVENUE AND ACCOUNTS RECEIVABLE [Abstract] REVENUE AND ACCOUNTS RECEIVABLE [Abstract] Revenue and Accounts receivable [Text Block] Revenue and Accounts receivable [Text Block] Revenue and accounts receivable [Text Block] Reconciliation of Revenue from Segments to Consolidated [Table Text Block] Reconciliation of Revenue from Segments to Consolidated [Table Text Block] Schedule of Segment Reporting Information, by Segment [Table Text Block] Schedule of Segment Reporting Information, by Segment [Table Text Block] Fair Value, Assets Measured on Recurring Basis [Table Text Block] Fair Value, Assets Measured on Recurring Basis [Table Text Block] Stock Options granted [Table] Stock Options granted [Table] Stock Options granted [Table] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] 2001 Plan [Member] 2001 Plan [Member] 2001 Plan [Member] 2005 Plan [Member] 2005 Plan [Member] 2005 Plan [Member] 2007 Plan [Member] 2007 Plan [Member] 2007 Plan [Member] Stock Options granted [Line Items] Stock Options granted [Line Items] [Line Items] for Stock Options granted [Table] Stock Issued or Granted During Period, Share-based Compensation [Abstract] Stock Issued or Granted During Period, Share-based Compensation [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Fair Value Assumptions, Forfeiture Rate Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Fair Value Assumptions, Forfeiture Rate Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Fair Value Assumptions, Forfeiture Rate Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Share-Based Compensation Arrangement by Shared-Based Payment Award, Repurchased Share-Based Compensation Arrangement by Shared-Based Payment Award, Repurchased Share-Based Compensation Arrangement by Shared-Based Payment Award, Repurchased Accrued expenses Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Allowance for doubtful accounts Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts Tax credits Deferred Tax Assets, State Taxes Insurance Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance Total deferred tax assets Deferred Tax Assets, Gross State taxes Deferred Tax Liabilities, State Taxes Deferred Tax Liabilities, State Taxes Depreciation and amortization Deferred Tax Liabilities, Property, Plant and Equipment Prepaid expenses Deferred Tax Liabilities, Prepaid Expenses Total deferred tax liabilities Deferred Tax Liabilities, Gross Net deferred tax assets Deferred Tax Assets, Net General Liability Claim [Table] General Liability Claim [Table] Insurance Product Line [Axis] Insurance Product Line [Domain] General Liability Claim [Line Items] General Liability Claim [Line Items] [Line Items] for General Liability Claim [Table] DESCRIPTION OF BUSINESS [Abstract] DESCRIPTION OF BUSINESS [Abstract] Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] General and Professional Liability Insurance [Member] General and Professional Liability Insurance [Member] Business insurance coverage for professionals, such as doctors, lawyers, insurance agents, accountants, real estate agents, veterinarians, and others. This liability coverage insures losses for claims arising from mistakes and errors or omissions in the course of professional activities. In addition, provides insurance coverage for a wide variety of liability exposures including, but not limited to, contractual liability, product liability and personal injury liability. Accrued Liabilities [Abstract] Quality assurance fee Quality Assurance Fee Quality assurance fee represents amounts payable to California, Utah, Idaho, Washington, Colorado, Iowa, and Nebraska in respect of a mandated fee based on resident days Refunds payable Resident Refunds Payable Resident refunds payable includes amounts due to residents for overpayments and duplicate payments Deferred revenue Deferred Revenue Cash held in trust for patients Cash Held in Trust for Residents Cash held in trust for residents reflects monies received from, or on behalf of, residents. Maintaining a trust account for residents is a regulatory requirement and, while the trust assets offset the liability, the Company assumes a fiduciary responsibility for these funds. Resident deposits Resident Deposits Resident Deposits Dividends payable Dividends Payable Property taxes Accrual for Taxes Other than Income Taxes Charges related to operational closure Other Liabilities, Fair Value Disclosure Other Other Liabilities, Noncurrent Other accrued liabilities Other Accrued Liabilities Impairment of Long-Lived Assets, Held-for-use [Abstract] Impairment of Long-Lived Assets, Held-for-use [Abstract] Impairment of Long-Lived Assets, Held-for-use [Abstract] Impairment of Long-Lived Assets Held-for-use Impairment of Long-Lived Assets Held-for-use Concentration Risk [Table] Concentration Risk [Table] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event [Member] Subsequent Event [Member] General Liability [Member] General Liability [Member] Concentration Risk [Line Items] Concentration Risk [Line Items] Accounts receivable by payor as a percent of total accounts receivable Accounts receivable by payor as a percent of total accounts receivable Accounts receivable by payor as a percent of total accounts receivable % of Revenue Long-Term Debt Additional Disclosures [Table] Long-Term Debt Additional Disclosures [Table] Long-Term Debt Additional Disclosures [Table] Lender Name [Axis] Lender Name [Axis] Line of Credit Facility, Lender [Domain] Line of Credit Facility, Lender [Domain] SunTrust Bank [Member] SunTrust Bank [Member] SunTrust Bank [Member] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Revolving Credit Facility [Member] Revolving Credit Facility [Member] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum [Member] Minimum [Member] Maximum [Member] Maximum [Member] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Second Amended Credit Facility [Member] Second Amended Credit Facility [Member] Second Amended Credit Facility with a Lending Consortium Arranged by SunTrust (the Second Amended Credit Facility) [Member] Collateralized Debt Obligations [Member] Collateralized Debt Obligations [Member] Secured Debt [Member] Secured Debt [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Senior Debt Obligations [Member] Senior Debt Obligations [Member] Notes Payable to Banks [Member] Notes Payable to Banks [Member] Notes Payable, Other Payables [Member] Notes Payable, Other Payables [Member] Mortgage Loans on Real Estate [Member] Mortgages [Member] Long-Term Debt Additional Disclosures [Line Items] Long-Term Debt Additional Disclosures [Line Items] [Line Items] for Long-Term Debt Additional Disclosures [Table] Term Loan, Amount Outstanding, Current Term Loan, Amount Outstanding, Current Term Loan, Amount Outstanding, Current Term Loan, Amount Outstanding, Noncurrent Term Loan, Amount Outstanding, Noncurrent Term Loan, Amount Outstanding, Noncurrent Line of Credit Facility, Current Borrowing Capacity Line of Credit Facility, Current Borrowing Capacity Long-term Line of Credit Long-term Line of Credit Term Loan, Borrowing Capacity Term Loan, Borrowing Capacity Borrowing capacity under the term loan Line of Credit Facility, Interest Rate at Period End Line of Credit Facility, Interest Rate at Period End Line of Credit Facility, Maximum Borrowing Capacity Line of Credit Facility, Maximum Borrowing Capacity Line of Credit Facility, Interest Rate, Additional Margin Line of Credit Facility, Interest Rate, Additional Margin Interest rate margin added to a specified base rate to determine total interest rate on borrowings. Line of Credit Facility, Interest Rate, LIBOR Line of Credit Facility, Interest Rate, LIBOR Interest rate margin added to the LIBOR rate to determine total interest rate on borrowings. Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Total Net Debt Ratio, Maximum Total Net Debt Ratio, Maximum Total Net Debt Ratio, Maximum EBITDA Ratio, Maximum EBITDA Ratio, Maximum EBITDA Ratio, Maximum Total Net Debt Ratio, Minimum Total Net Debt Ratio, Minimum Total Net Debt Ratio, Minimum EBITDA Ratio, Minimum EBITDA Ratio, Minimum EBITDA Ratio, Minimum Total Net Debt Ratio, Default Total Net Debt Ratio, Default Total Net Debt Ratio, Default EBITDA Ratio, Default EBITDA Ratio, Default EBITDA Ratio, Default Aggregate Revolving Commitment Percentage Aggregate Revolving Commitment Percentage Aggregate Revolving Commitment Percentage Total Net Debt Ratio, Cured Total Net Debt Ratio, Cured Total Net Debt Ratio, Cured EBITDA Ratio, Cured EBITDA Ratio, Cured EBITDA Ratio, Cured Debt Instrument, Interest Rate, Stated Percentage Debt Instrument, Interest Rate, Stated Percentage Prepayment penalty reduced rate Prepayment penalty reduced rate Percentage that the prepayment penalty percentage is reduced over time Debt Instrument, pre-payment fee reduction, term Debt Instrument, pre-payment fee reduction, term Debt Instrument, pre-payment fee reduction, term Debt Instrument, Term Debt Instrument, Term Notes Payable Notes Payable Notes Payable, Current Notes Payable, Current Notes Payable, Noncurrent Notes Payable, Noncurrent Pledged Financial Instruments, Not Separately Reported, Securities for Letter of Credit Facilities Pledged Financial Instruments, Not Separately Reported, Securities for Letter of Credit Facilities Term Loan and Line of Credit Facility, Amount Outstanding Term Loan and Line of Credit Facility, Amount Outstanding Term loan and line of credit facility outstanding amount for current and noncurrent Basis of Accounting, Policy [Policy Text Block] Basis of Accounting, Policy [Policy Text Block] Reclassifications [Text Block] Reclassifications [Text Block] Use of Estimates, Policy [Policy Text Block] Use of Estimates, Policy [Policy Text Block] Fair Value of Financial Instruments, Policy [Policy Text Block] Fair Value of Financial Instruments, Policy [Policy Text Block] Revenue Recognition, Sales of Services [Policy Text Block] Health Care Organization, Revenue Recognized Policy [Policy Text Block] Trade and Other Accounts Receivable, Policy [Policy Text Block] Trade and Other Accounts Receivable, Policy [Policy Text Block] Cash and Cash Equivalents, Policy [Policy Text Block] Cash and Cash Equivalents, Policy [Policy Text Block] Insurance Subsidiary Deposits and Investments [Policy Text Block] Insurance Subsidiary Deposits and Investments [Policy Text Block] Disclosure of accounting policy for Insurance Subsidiary Deposits and Investments [Policy Text Block] Property, Plant and Equipment, Policy [Policy Text Block] Property, Plant and Equipment, Policy [Policy Text Block] Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Goodwill and Intangible Assets, Policy [Policy Text Block] Goodwill and Intangible Assets, Policy [Policy Text Block] Deferred Rent [Policy Text Block] Deferred Rent [Policy Text Block] Disclosure of accounting policy for Deferred Rent [Policy Text Block] Liability Reserve Estimate, Policy [Policy Text Block] Liability Reserve Estimate, Policy [Policy Text Block] Income Tax, Policy [Policy Text Block] Income Tax, Policy [Policy Text Block] Noncontrolling Interest [Policy Text Block] Noncontrolling Interest [Policy Text Block] The noncontrolling interest in a subsidiary initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's condensed consolidated balance sheets. Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Lease, Policy [Policy Text Block] Lease, Policy [Policy Text Block] New Accounting Pronouncements, Policy [Policy Text Block] New Accounting Pronouncements, Policy [Policy Text Block] Business Combinations [Abstract] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Goodwill Goodwill [Member] Other indefinite-lived intangible assets Indefinite-lived Intangible Assets [Member] Definite-lived intangible assets Other Intangible Assets [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Assembled occupancy Assembled occupancy acquired [Member] Assembled occupancy acquired [Member] Favorable leases Off-Market Favorable Lease [Member] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Land Land [Member] Building and improvements Building and Building Improvements [Member] Equipment, furniture, and fixtures Furniture and Fixtures [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] Payments to Acquire Businesses, Gross Payments to Acquire Businesses, Gross Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Intangible Assets, Net (Excluding Goodwill) [Abstract] Schedule of Finite-Lived Intangible Assets [Table Text Block] Schedule of Finite-Lived Intangible Assets [Table Text Block] Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of Goodwill [Table] Schedule of Goodwill [Table] All Other [Member] All Other [Member] All Other Transitional and Skilled Services Segment [Member] Goodwill [Line Items] Goodwill [Line Items] January 1 Goodwill Goodwill, Impairment Loss Goodwill, Impairment Loss Less: Dispositions Goodwill, Other Increase (Decrease) Purchase price adjustment Goodwill, Purchase Accounting Adjustments Goodwill, Period Increase (Decrease) Goodwill, Period Increase (Decrease) Additions Goodwill, Acquired During Period December 31 Outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Vested Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Expected to Vest Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Outstanding, Aggregate Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Outstanding, Aggregate Intrinsic Value Exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Schedule of Revenue Sources, Health Care Organization [Table] Schedule of Revenue Sources, Health Care Organization [Table] Private and other payors(1) Health Care Organization, Receivable and Revenue Disclosures [Line Items] Health Care Organization, Receivable and Revenue Disclosures [Line Items] Divestitures [Abstract] Divestitures [Abstract] Commitments and Contingencies Disclosure [Text Block] Commitments and Contingencies Disclosure [Text Block] Business Acquisition, Pro Forma Information [Abstract] Business Acquisitions, Pro Forma Information [Text Block] Business Acquisitions, Pro Forma Information [Text Block] Business Acquisitions, Pro Forma Information Schedule of Business Acquisitions, by Acquisition [Table Text Block] Schedule of Business Acquisitions, by Acquisition [Table Text Block] Statement of Financial Position [Abstract] Measurement Frequency [Axis] Measurement Frequency [Axis] Fair Value, Measurement Frequency [Domain] Fair Value, Measurement Frequency [Domain] Cash and cash equivalents Fair Value, Measurements, Recurring [Member] Fair Value, Hierarchy [Axis] Fair Value, Hierarchy [Axis] Fair Value Hierarchy [Domain] Fair Value Hierarchy [Domain] Level 1 Fair Value, Inputs, Level 1 [Member] Assets Assets [Abstract] Current assets: Assets, Current [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Accounts receivable—less allowance for doubtful accounts of $39,791 and $30,308 at December 31, 2016 and December 31, 2015, respectively Accounts Receivable, Net, Current Investments—current Short-term Investments Prepaid income taxes Prepaid Taxes Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Total current assets Assets, Current Property and equipment, net Property, Plant and Equipment, Net Insurance subsidiary deposits and investments Insurance subsidiary deposits and investments Captive insurance subidiary cash and equivalents designated to support long-term insurance subsidiary liabilities and debt security investments held to maturity. Escrow deposits Deposits Assets, Noncurrent Deferred tax asset Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Restricted and other assets Other Restricted Assets, Noncurrent Intangible assets, net Finite-Lived Intangible Assets, Net Goodwill Total assets Assets Liabilities and equity Liabilities and Equity [Abstract] Current liabilities: Liabilities, Current [Abstract] Accounts payable Accounts Payable, Current Accrued wages and related liabilities Employee-related Liabilities, Current Accrued self-insurance liabilities—current Self Insurance Reserve, Current Other accrued liabilities Other Liabilities, Current Current maturities of long-term debt Long-term Debt, Current Maturities Total current liabilities Liabilities, Current Long-term debt—less current maturities Long-term Debt, Excluding Current Maturities Accrued self-insurance liabilities—less current portion Self Insurance Reserve, Noncurrent Deferred rent and other long-term liabilities Deferred rent and other long-term liabilities Rental expense in excess of actual rental payments and other long-term liabilities Total liabilities Liabilities Commitments and contingencies (Notes 16, 18 and 20) Commitments and Contingencies Equity: Equity [Abstract] Equity: Stockholders' Equity Attributable to Parent [Abstract] Common stock; $0.001 par value; 75,000 shares authorized; 52,787 and 50,838 shares issued and outstanding at December 31, 2016, respectively, and 51,918 and 51,370 shares issued and outstanding at December 31, 2015, respectively (Note 3) Common Stock, Value, Issued Additional paid-in capital (Note 3) Additional Paid in Capital, Common Stock Retained earnings Retained Earnings (Accumulated Deficit) Common stock in treasury, at cost, 1,520 and 123 shares at December 31, 2016 and December 31, 2015, respectively (Note 3) Treasury Stock, Value Total Ensign Group, Inc. stockholders' equity Stockholders' Equity Attributable to Parent Non-controlling interest Stockholders' Equity Attributable to Noncontrolling Interest Total equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Total liabilities and equity Liabilities and Equity Cash in Excess of FDIC limits [Table] Cash in Excess of FDIC limits [Table] Cash in Excess of FDIC limits [Table] Cash in Excess of FDIC limits [Line Items] Cash in Excess of FDIC limits [Line Items] [Line Items] for Cash in Excess of FDIC limits [Table] Cash, Uninsured Amount Cash, Uninsured Amount Cash, FDIC Insured Amount Cash, FDIC Insured Amount Business Acquisition, Pro Forma Information [Table Text Block] Business Acquisition, Pro Forma Information [Table Text Block] Balance Sheet Paranthetical [Abstract] Balance Sheet Paranthetical [Abstract] Allowance for doubtful accounts Allowance for Doubtful Accounts Receivable Equity: Common stock, par value Common Stock, Par or Stated Value Per Share Common stock, shares authorized Common Stock, Shares Authorized Common stock, shares issued Common Stock, Shares, Issued Common stock, shares outstanding Common Stock, Shares, Outstanding Common stock in treasury, at cost Treasury Stock, Shares REIT Spin-Off [Abstract] REIT Spin-Off [Abstract] Proposed Spin-Off of Real Estate Assets Through a Real Estate Investment Trust (REIT) [Text Block] Proposed Spin-Off of Real Estate Assets Through a Real Estate Investment Trust (REIT) [Text Block] On November 6, 2013, the Company announced a proposed plan to separate its healthcare business and its real estate business into two separate, publicly traded companies. Ensign, which will continue to provide healthcare services through substantially all of its existing operations and CareTrust REIT, Inc. (CareTrust), which will own, acquire and lease real estate serving the healthcare industry. Restricted Stock Rollforward [Table] Restricted Stock Rollforward [Table] Restricted Stock Rollforward [Table] Restricted Stock Rollforward [Line Items] Restricted Stock Rollforward [Line Items] [Line Items] for Restricted Stock Rollforward [Table] Nonvested Restricted Awards, Nonvested at January 1 Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Weighted Average Grant Date Fair Value, Nonvested at January 1 Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Weighted Average Grant Date Fair Value, Restricted Awards Granted in the Period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Nonvested Restricted Awards, Vested in the Period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Weighted Average Grant Date Fair Value, Restricted Awards Vested in the Period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Nonvested Restricted Awards, Forfeited in the Period Stock Issued During Period, Shares, Restricted Stock Award, Forfeited Weighted Average Grant Date Fair Value, Restricted Awards Forfeited in the Period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Nonvested Restricted Awards, Nonvested at December 31 Weighted Average Grant Date Fair Value, Nonvested at December 31 Options outstanding January 1 Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Weighted average exercise price January 1 Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Options vested January 1 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Outstanding, Number As of the balance sheet date, the number of shares into which fully vested stock options outstanding can be converted under the option plan. Weighted Average Exercise Price of Options Vested January 1 Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Options Granted Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures Weighted Average Exercise Price, Options Granted Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Options Forfeited in Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Weighted Average Exercise Price, Options Forfeited in Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Options Exercised in Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Weighted Average Exercise Price, Options Exercised in Period Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Options outstanding December 31 Weighted average exercise price December 31 Options vested December 31 Weighted Average Exercise Price of Options Vested December 31 Comprehensive Income Paranthetical [Abstract] Comprehensive Income Paranthetical [Abstract] Other Comprehensive Income: Other Comprehensive Income (Loss), Tax [Abstract] Income tax effect on realized loss on interest rate swap Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax Income tax effect on unrealized gain on interest rate swap Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Elimination Intersegment Eliminations [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Intersegment revenue (1) Intersegment revenue Intersegment revenue Revenue including intersegment revenue Revenue including intersegment revenue Revenue including intersegment revenue Segment income (loss) (2) Operating Income (Loss) Interest expense, net of interest income Other Nonoperating Income (Expense) Income before provision for income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Depreciation and amortization Depreciation, Depletion and Amortization Schedule of Goodwill [Table Text Block] Schedule of Goodwill [Table Text Block] Schedule of Acquired Indefinite-lived Intangible Assets by Major Class [Table Text Block] Schedule of Acquired Indefinite-lived Intangible Assets by Major Class [Table Text Block] Earnings Per Share [Text Block] Property, Plant and Equipment [Abstract] Schedule of Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Equipment Equipment [Member] Furniture and fixtures Leasehold improvements Leasehold Improvements [Member] Construction in progress Construction in Progress [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Property and equipment Property, Plant and Equipment, Gross Less: accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property and equipment, net REIT Spin-Off Transaction Additional Disclosures [Table] REIT Spin-Off Transaction Additional Disclosures [Table] REIT Spin-Off Transaction Additional Disclosures [Table] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] Parent Company [Member] Parent Company [Member] REIT Spin-Off Transaction Additional Disclosures [Line Items] REIT Spin-Off Transaction Additional Disclosures [Line Items] [Line Items] for REIT Spin-Off Transaction Additional Disclosures [Table] Costs Incurred to Execute Real Estate Investment Trust Spin-Off Transaction Costs Incurred to Execute Real Estate Investment Trust Spin-Off Transaction Costs Incurred to Execute Real Estate Investment Trust Spin-Off Transaction Facilities Leased Under Master Lease Agreements with CareTrust Facilities Leased Under Master Lease Agreements with CareTrust Facilities Leased Under Master Lease Agreements with CareTrust Master Lease agreements Master Lease agreements Master Lease agreements General Electric Capital Corporation (GECC) [Member] General Electric Capital Corporation (GECC) [Member] Ten Project Note with General Electric Capital Corporation (GECC), principal and interest payable monthly, interest at a fixed rate, balance due June 2016. Senior Subordinated Notes [Member] Senior Subordinated Notes [Member] Private Placement [Member] Private Placement [Member] CareTrust REIT [Member] CareTrust REIT [Member] CareTrust REIT [Member] Cash Transferred from Subsidiary Cash Transferred from Subsidiary Cash Transferred from Subsidiary Senior Notes, Noncurrent Senior Notes, Noncurrent Increase in Loan Principal Increase in Loan Principal Increase in Loan Principal Senior Notes Senior Notes Public Companies Created Public Companies Created Public Companies Created Payments for Deposits Applied to Debt Retirements Payments for Deposits Applied to Debt Retirements Restricted Cash and Investments Restricted Cash and Investments Restricted Cash and Investments, Current Restricted Cash and Investments, Current Restricted Cash and Investments, Noncurrent Restricted Cash and Investments, Noncurrent Dividend Payments Restrictions Schedule, Statutory Capital and Surplus Dividend Payments Restrictions Schedule, Statutory Capital and Surplus Skilled Nursing, Assisted Living and Independent Living Facilities Skilled Nursing, Assisted Living and Independent Living Facilities Skilled Nursing, Assisted Living and Independent Living Facilities Skilled Nursing, Assisted Living and Independent Living Facilities after the Spin-Off Skilled Nursing, Assisted Living and Independent Living Facilities after the Spin-Off Skilled Nursing, Assisted Living and Independent Living Facilities after the Spin-Off Schedule of Accrued Liabilities [Table Text Block] Schedule of Accrued Liabilities [Table Text Block] Subsidiary Equity Plan [Abstract] Subsidiary Equity Plan [Abstract] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Subsidiaries [Member] Subsidiaries [Member] Stock awards [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Stock Granted, Value, Share-based Compensation, Gross Stock Granted, Value, Share-based Compensation, Gross Employee stock award compensation Common Stock Required to Settle Subsidiary Shares Common Stock Required to Settle Subsidiary Shares Common Stock Required to Settle Subsidiary Shares Statement of Cash Flows [Abstract] Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Net income Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Depreciation and amortization Depreciation and amortization, including discontinued operations Depreciation and amortization, including discontinued operations Amortization of deferred financing fees Amortization of Debt Issuance Costs and Discounts Fixed assets impairment Asset Impairment Charges Write-off of deferred financing fees Write off of Deferred Debt Issuance Cost Deferred income taxes Deferred tax expense including excess tax deficiencies from Share-based Compensation Deferred tax expense including excess tax deficiencies from Share-based Compensation Provision for doubtful accounts Provision for Doubtful Accounts Share-based compensation Share-based Compensation Excess tax benefit from share-based compensation Excess Tax Benefit from Share-based Compensation, Operating Activities Loss on extinguishment of debt Gain (Loss) on Extinguishment of Debt Loss on termination of interest rate swap Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net (Gain)/loss on disposition of property and equipment Gain (Loss) on Disposition of Property Plant Equipment Gain on sale of urgent care centers Gain (Loss) on Disposition of Business Change in operating assets and liabilities Increase (Decrease) in Operating Capital [Abstract] Accounts receivable Increase (Decrease) in Accounts Receivable Prepaid income taxes Increase (Decrease) in Prepaid Taxes Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets Insurance subsidiary deposits and investments Increase (Decrease) in Insurance subsidiary deposits and investments Change in captive insurance subsidiary cash and cash equivalents and debt security investements Losses related to operational closures (Note 18) Losses related to operational closure net of fixed asset impairment Losses related to operational closure net of fixed asset impairment Accounts payable Increase (Decrease) in Accounts Payable Accrued wages and related liabilities Increase (Decrease) in Employee Related Liabilities Income taxes payable Increase (Decrease) in Income Taxes Payable Other accrued liabilities Increase (Decrease) in Other Operating Liabilities Accrued self-insurance liabilities Increase (Decrease) in Self Insurance Reserve Deferred rent liability Increase (Decrease) in Other Deferred Liability Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Purchase of property and equipment Payments to Acquire Property, Plant, and Equipment Cash payment for business acquisitions Payments to Acquire Businesses, Net of Cash Acquired Cash payment for asset acquisitions Payments to acquire leased assets Cash paid to acquire tangible assets of previously leased facilities Escrow deposits Payments for (Proceeds from) Deposits on Real Estate Acquisitions Escrow deposits used to fund business acquisitions Escrow deposits used to fund business acquisitions Outflow of cash previously included in escrow deposits used to fund business acquisitions in the current period. Increase in restricted cash Increase in Restricted Cash Use of restricted cash Decrease in Restricted Cash Cash received from sale of urgent care centers and franchising businesses, net of note receivable Proceeds from Divestiture of Businesses Cash proceeds from the sale of property and equipment and insurance proceeds Proceeds from Sale of Property, Plant, and Equipment Restricted and other assets Increase (Decrease) in Other Noncurrent Assets Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Cash flows from financing activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from revolving credit facility (Note 16) Proceeds from Issuance of Secured Debt Payments on revolving credit facility and other debt (Note 16 and Note 3) Repayments of Long-term Debt Proceeds from common stock offering (Note 3) Proceeds from Issuance of Common Stock Issuance costs in connection with common stock offering (Note 3) Payments of underwriter discounts and commissions Payments of underwriter discounts and commissions Issuance of treasury stock upon exercise of options Proceeds from Sale of Treasury Stock Cash retained by CareTrust at separation (Note 4) Cash Retained by CareTrust at Separation Cash retained by CareTrust real estate investment trust (REIT) upon separation of the Company's healthcare business and its real estate business into two publicly traded companies through a tax-free distribution of all of the outstanding shares of common stock of CareTrust REIT, Inc. to the Company's stockholders on a pro rata basis. Issuance of common stock upon exercise of options Proceeds from Stock Options Exercised Repurchase of shares of common stock (Note 3) Payments for Repurchase of Common Stock Dividends paid Payments of Dividends Excess tax benefit from share-based compensation Excess Tax Benefit from Share-based Compensation, Financing Activities Prepayment penalty on early retirement of debt Payments of Debt Extinguishment Costs Payments of deferred financing costs Payments of Financing Costs Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Net increase (decrease) in cash and cash equivalents Cash and Cash Equivalents, Period Increase (Decrease) Cash and cash equivalents beginning of period Cash and cash equivalents end of period Supplemental disclosures of cash flow information: Supplemental Cash Flow Information [Abstract] Cash paid during the period for: Additional Cash Flow Elements, Operating Activities [Abstract] Interest Interest Paid Income taxes Income Taxes Paid Non-cash financing and investing activity: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Accrued capital expenditures Capital Expenditures Incurred but Not yet Paid Note receivable from sale of urgent care centers and franchising business Noncash or Part Noncash Divestiture, Amount of Consideration Received Favorable lease included in the fair value of assets acquisitions Fair Value of Assets Acquired Refundable deposits assumed as part of business acquisition Noncash or Part Noncash Acquisition, Other Liabilities Assumed Debt assumed as part of asset acquisition Issuance costs of common stock included in accounts payable Issuance costs of common stock included in accounts payable Intangible Assets Disclosure [Text Block] Intangible Assets Disclosure [Text Block] Common Stock [Abstract] Common Stock [Abstract] Common stock offering [Text Block] Common stock offering [Text Block] Common stock offering [Text Block] Statement of Stockholders' Equity [Abstract] Common Stock [Member] Common Stock [Member] Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] Retained Earnings [Member] Treasury Stock [Member] Treasury Stock [Member] AOCI Attributable to Parent [Member] AOCI Attributable to Parent [Member] Noncontrolling Interest [Member] Noncontrolling Interest [Member] Adjustments for New Accounting Pronouncements [Axis] Adjustments for New Accounting Pronouncements [Axis] Type of Adoption [Domain] Type of Adoption [Domain] Shares, Outstanding Shares, Outstanding Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Stock Issued During Period, Shares, Other Stock Issued During Period, Shares, Other Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards Stock Issued During Period, Value, Other Stock Issued During Period, Value, Restricted Stock Award, Gross Stock Issued During Period, Value, Restricted Stock Award, Gross Stock Issued During Period, Shares, New Issues Stock Issued During Period, Shares, New Issues Issuance of common stock through public offering, net of issuance costs Stock Issued During Period, Value, New Issues Stock Repurchased During Period, Shares Stock Repurchased During Period, Shares Repurchase of common stock (Note 3) Dividends declared Dividends Excess tax benefit from share-based compensation Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options Equity, Fair Value Adjustment Equity, Fair Value Adjustment Stock Issued During Period, Shares, Stock Splits Stock Issued During Period, Shares, Stock Splits Stock issued to effect stock split Stock Issued During Period, Value, Stock Dividend Noncontrolling interest assumed related to acquisition Net Income (Loss) Attributable to Noncontrolling Interest Assumed Related to Acquisitions Net Income (Loss) Attributable to Noncontrolling Interest Assumed Related to Acquisitions Distribution of net assets to CareTrust (Note 23) Distribution of Net Assets in Spin-Off Transaction Distribution of assets and liabilities associated with real property in connection with the spin-off of real estate assets previously owned by the Company. Net Income attributable to the Ensign Group, Inc. Termination of swap and other comprehensive income Other Comprehensive Income (Loss), Net of Tax REIT Spin-Off Transaction Summary [Table Text Block] REIT Spin-Off Transaction Summary [Table Text Block] [Table Text Block] for REIT Spin-Off Transaction Summary [Table] Debt Disclosure [Text Block] Debt Disclosure [Text Block] Segment Reporting Disclosure [Text Block] Segment Reporting Disclosure [Text Block] Property, Plant and Equipment [Table Text Block] Property, Plant and Equipment [Table Text Block] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table Text Block] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table Text Block] Schedule of Self-Insurance Reserves [Table] Schedule of Self-Insurance Reserves [Table] Schedule of Self-Insurance Reserves [Table] Insurance Type and Tier Identifier [Axis] Insurance Type and Tier Identifier [Axis] Type and Tier Identifier [Domain] Type and Tier Identifier [Domain] Professional Malpractice Liability Insurance [Member] Professional Malpractice Liability Insurance [Member] Workers' Compensation [Member] Workers' Compensation [Member] Workers' Compensation [Member] Health Insurance Product Line [Member] Health Insurance Product Line [Member] Schedule of Self-Insurance Reserves [Line Items] Schedule of Self-Insurance Reserves [Line Items] [Line Items] for Schedule of Self-Insurance Reserves [Table] Balance January 1 Liability for Future Policy Benefits Current year provisions Liability for Future Policy Benefits, Period Increase (Decrease) Claims paid and direct expenses Liability for Future Policy Benefits, Payment for Benefits Change in long-term insurance losses recoverable Liability for Future Policy Benefits, Contract Terminations Balance December 31 Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Debt Instrument [Line Items] Debt Instrument [Line Items] Term loan with SunTrust, interest payable quarterly Term Loan, Amount Outstanding Including the current and noncurrent portions of the outstanding balance for the term loan. Credit facility with SunTrust Line of Credit Facility, Fair Value of Amount Outstanding Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate Long-term Debt, Gross Long-term Debt, Gross Current maturities of long-term debt Less debt issuance costs Debt Issuance Costs, Line of Credit Arrangements, Net Long Term Debt, net of Current Maturities and Debt Discount Long Term Debt, net of Current Maturities and Debt Discount Long Term Debt, net of Current Maturities and Debt Discount Schedule of Held-to-maturity Securities [Table] Schedule of Held-to-maturity Securities [Table] Debt Security [Axis] Debt Security [Axis] Major Types of Debt Securities [Domain] Major Types of Debt Securities [Domain] Domestic Corporate Debt Securities [Member] Domestic Corporate Debt Securities [Member] Schedule of Held-to-maturity Securities [Line Items] Schedule of Held-to-maturity Securities [Line Items] Held-to-maturity Securities Held-to-maturity Securities Earnings Per Share, Diluted, Other Disclosures [Abstract] Earnings Per Share, Diluted, Other Disclosures [Abstract] Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Litigation [Table] Litigation [Table] Litigation [Table] Litigation Case [Axis] Litigation Case [Axis] Litigation Case Type [Domain] Litigation Case [Domain] Litigation [Line Items] Litigation [Line Items] [Line Items] for Litigation [Table] Litigation Settlement, Amount Litigation Settlement, Amount Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Counterparty Name [Axis] Counterparty Name [Axis] Counterparty Name [Domain] Counterparty Name [Domain] Various Landlords[Member] [Member] Various Landlords [Member] [Member] Various Landlords[Member] Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Payments for Rent Payments for Rent Business Exit Costs Business Exit Costs Lessee Leasing Arrangements, Operating Leases, Term of Contract Lessee Leasing Arrangements, Operating Leases, Term of Contract Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms, Minimum Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms Lessee Leasing Arrangements, Operating Leases, Renewal Term Lessee Leasing Arrangements, Operating Leases, Renewal Term Operating Leases, Rent Expense Operating Leases, Rent Expense Average operating lease minimum term Average operating lease minimum term Average operating lease minimum term Average operating lease maximum term Average operating lease maximum term Average operating lease maximum term Operating Leases of Lessee, Contingent Rentals, Description of Variable Rate Basis Operating Leases of Lessee, Contingent Rentals, Description of Variable Rate Basis Average non-cancellable equipment leases minimum term Average non-cancellable equipment leases minimum term Average non-cancellable equipment leases minimum term Average non-cancellable equipment lease maximum term Average non-cancellable equipment lease maximum term Average non-cancellable equipment lease maximum term Facilities under master lease arrangement Facilities under master lease arrangement Facilities operated under two separate three-facility 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 same master lease to the same default risk. Gain (Loss) on Contract Termination Gain (Loss) on Contract Termination Blanket Aggregate [Member] Blanket Aggregate [Member] Blanket Aggregate [Member] Per Facility [Member] Per Facility [Member] Per Facility [Member] Per Occurence [Member] Per Occurence [Member] Per Occurence [Member] Payor [Axis] Payor [Axis] Payor [Axis] Payor [Domain] Payor [Domain] Payor [Domain] Third-Party Payor [Member] Third-Party Payor [Member] All States Accept Colorado [Domain] All States Accept Colorado [Domain] All States Accept Colorado [Domain] General and Professional Liability Insurance [Member] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Customer relationships Customer Relationships [Member] Lease acquisition costs Leases, Acquired-in-Place [Member] Assisted Living Facility [Member] Assisted Living Facility [Member] Assisted Living Facility [Member] Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Weighted Average Life (Years) Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Gross Carrying Amount Finite-Lived Intangible Assets, Gross Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Net Amortization [Abstract] Amortization [Abstract] Amortization of Intangible Assets Amortization of Intangible Assets Number of Businesses Acquired Number of Businesses Acquired Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 2 [Member] Divestiture [Abstract] Divestiture [Abstract] Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Sale Price from Divestiture of Businesses Sale Price from Divestiture of Businesses The price associated with the amount received from the sale of a portion of the Company's businesses. Asset Class [Axis] Asset Class [Axis] Asset Class [Domain] Asset Class [Domain] 8051 Services, Skilled Nursing Care Facilities [Member] 8051 Services, Skilled Nursing Care Facilities [Member] Real Estate Property Ownership [Axis] Real Estate Property Ownership [Axis] Real Estate Properties [Domain] Real Estate Properties [Domain] Skilled nursing, assisted living and independent living facilities [Member] Skilled nursing, assisted living and independent living facilities [Member] Skilled nursing, assisted living and independent living facilities [Member] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Skilled Nursing Care Facilities and Assisted Living Operations [Member] Skilled Nursing Care Facilities and Assisted Living Operations [Member] Skilled Nursing Care Facilities and Assisted Living Operations [Member] Skilled nursing, assisted living, home health, home care, hospice and urgent care [Member] Skilled nursing, assisted living, home health, home care, hospice and urgent care [Member] Skilled nursing, assisted living, home health, home care, hospice and urgent care [Member] Assisted Living and Independent Living Facility [Member] [Member] Assisted Living and Independent Living Facility [Member] [Member] Assisted Living and Independent Living Facility [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Payments to acquire leased assets Payments to Acquire Businesses, Net of Cash Acquired Liability Assumed, Refundable Deposits Liability Assumed, Refundable Deposits Liability Assumed, Refundable Deposits Operational Skilled Nursing Beds Operational Skilled Nursing Beds Number of skilled nursing beds available for use at a skilled nursing facility Operational Assisted and Independent Living Beds Operational Assisted Living and Independent Living Beds Operational Assisted Living and Independent Living Units Debt Instrument, Face Amount Debt Instrument, Face Amount Notes Issued Notes Issued Cash and cash equivalents Level 2 Level 3 Fair Value, Inputs, Level 3 [Member] Cash and cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Loss-Sensitive limit per claim [Member] [Member] Loss-Sensitive limit per claim [Member] [Member] Loss-Sensitive limit per claim TEXAS TEXAS Other states, except California, Texas and Washington [Domain] Other states, except California, Texas and Washington [Domain] Other states, except California, Texas and Washington Self-insurance retention per claim [Member] Self-insurance retention per claim [Member] Self-insurance retention per claim [Member] Aggregate Deductible [Member] Aggregate Deductible [Member] Aggregate Deductible [Member] Non-California [Domain] Non-California [Domain] Non-California [Domain] COLORADO COLORADO Other Liabilities Disclosure [Text Block] Other Liabilities Disclosure [Text Block] Lease Arrangement, Type [Axis] Lease Arrangement, Type [Axis] Lease Arrangement, Type [Domain] Lease Arrangement, Type [Domain] Business Acquisition Type [Axis] Business Acquisition Type [Axis] Business Acquisition Type [Axis] Business Acquisition Type [Domain] Business Acquisition Type [Domain] Business Acquisition Type [Domain] 621610 Home Health Care Services [Member] 621610 Home Health Care Services [Member] Hospice Agency [Member] Hospice Agency [Member] Hospice Agency [Member] Home Health Care Services and Hospice Agencies [Member] Skilled Nursing Care Facilities, Home Health Care Services and Hospice Agencies [Member] [Domain] Skilled Nursing Care Facilities, Home Health Care Services and Hospice Agencies [Member] Operational Assisted Living Units Operational Assisted Living Units Operational Assisted Living Units Income Statement [Abstract] Litigation Case [Domain] Revenue Sales Revenue, Services, Net Expense: Costs and Expenses [Abstract] Cost of services Cost of Services Gain related to divestitures (Note 18 and 19) Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Rent—cost of services (Note 18) Other Cost of Services General and administrative expense General and Administrative Expense Total expenses Costs and Expenses Income from operations Other income (expense): Other Nonoperating Income (Expense) [Abstract] Interest expense Interest Expense Interest income Investment Income, Interest Other expense, net Income before provision for income taxes Provision for income taxes Income Tax Expense (Benefit) Net income Amounts attributable to The Ensign Group, Inc.: Income Amounts Attributable to Parent, Disclosures [Abstract] Net income per share: Basic: Diluted: Earnings Per Share, Diluted [Abstract] Diluted net income per common share attributable to The Ensign Group, Inc. Earnings Per Share, Diluted Weighted average common shares outstanding: Basic Diluted Weighted Average Number of Shares Outstanding, Diluted Dividends per share Common Stock, Dividends, Per Share, Declared Income Tax Disclosure [Text Block] Income Tax Disclosure [Text Block] Summary of Business Operations [Table] Summary of Business Operations [Table] Summary of Business Operations [Table] Skilled Nursing, Assisted Living and Independent living Facilities [Axis] Skilled Nursing, Assisted Living and Independent living Facilities [Axis] Skilled Nursing, Assisted Living and Independent living Facilities [Axis] Skilled Nursing, Assisted Living and Independent living Facilities [Domain] Skilled Nursing, Assisted Living and Independent living Facilities [Domain] [Domain] for Skilled Nursing, Assisted Living and Independent living Facilities [Axis] Assisted Living Facility [Member] Summary of Business Operations [Line Items] Summary of Business Operations [Line Items] [Line Items] for Summary of Business Operations [Table] Skilled nursing, assisted living and independent living facilities [Abstract] Skilled nursing, assisted living and independent living facilities [Abstract] Skilled nursing, assisted living and independent living facilities [Abstract] Number of Real Estate Properties Number of Real Estate Properties Number of Real Estate Properties Leased Number of Real Estate Properties Leased Number of Real Estate Properties Leased Number of Real Estate Properties Leased with an Option to Purchase Number of Real Estate Properties Leased with an Option to Purchase Number of Real Estate Properties Leased with an Option to Purchase Number of Real Estate Properties Operated Number of Real Estate Properties Operated Number of Properties Operated Home Health, Hospice and Home Care Operations Home Health, Hospice and Home Care Operations Home Health, Hospice and Home Care Operations Operational Skilled Nursing, Assisted Living and Independent Living Beds [Abstract] Operational Skilled Nursing, Assisted Living and Independent Living Beds [Abstract] Operational Skilled Nursing, Assisted Living and Independent Living Beds [Abstract] Operational Skilled Nursing, Assisted Living and Independent Living Beds REIT Spin-Off Transaction Summary [Table] REIT Spin-Off Transaction Summary [Table] REIT Spin-Off Transaction Summary [Table] REIT Spin-Off Transaction Summary [Line Items] REIT Spin-Off Transaction Summary [Line Items] [Line Items] for REIT Spin-Off Transaction Summary [Table] Other Assets, Current Other Assets, Current Debt Issuance Costs, Current, Net Debt Issuance Costs, Current, Net Accounts Payable and Accrued Liabilities, Current Accounts Payable and Accrued Liabilities, Current Deferred Tax Liabilities, Net, Current Deferred Tax Liabilities, Net, Current Deferred Tax Liabilities, Net, Noncurrent Deferred Tax Liabilities, Net, Noncurrent Long-term debt—less current maturities Net Assets and Liabilities Contributed to Real Estate Investment Trust (REIT) Net Assets and Liabilities Contributed to Real Estate Investment Trust (REIT) Net Assets and Liabilities Contributed to Real Estate Investment Trust (REIT) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] Weighted Average Exercise Price Weighted Average Fair Value of Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Intrinsic Value of Options Granted on Grant Date [Abstract] Intrinsic Value of Options Granted on Grant Date [Abstract] Intrinsic Value of Options Granted on Grant Date [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value Goodwill and Other Indefinite-Lived Intangibles [Text Block] Goodwill and Intangible Assets Disclosure [Text Block] Fair Value Assumptions and Methodology Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] Weighted Average Risk-Free Rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Expected Life Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Weighted Average Volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate Weighted Average Dividend Yield Weighted Average Dividend Yield Weighted Average Dividend Yield Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Schedule of Revenue Sources, Health Care Organization [Table Text Block] Schedule of Revenue Sources, Health Care Organization [Table Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Revenue Business Acquisition, Pro Forma Revenue Net income attributable to The Ensign Group, Inc. Business Acquisition, Pro Forma Net Income (Loss) Diluted net income per common share Business Acquisition, Pro Forma Earnings Per Share, Diluted Business Acquisition, Pro Forma Revenue Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Exercise Price Range [Axis] Exercise Price Range [Axis] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] 2008 Exercise Price Range Two [Member] Exercise Price Range Two [Member] 2009 Exercise Price Range Three [Member] Exercise Price Range Three [Member] 2010 Exercise Price Range Four [Member] Exercise Price Range Four [Member] 2011 Exercise Price Range Five [Member] Exercise Price Range Five [Member] 2012 Exercise Price Range Six [Member] Exercise Price Range Six [Member] 2013 Exercise Price Range Seven [Member] Exercise Price Range Seven [Member] 2014 Exercise Price Range Eight [Member] Exercise Price Range Eight [Member] 2015 Exercise Price Range Nine [Member] Exercise Price Range Nine [Member] 2016 Exercise Price Range Ten [Member] Exercise Price Range Ten [Member] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Exercise Price, Lower Range Limit Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit Exercise Price, Upper Range Limit Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit Number of Outstanding Options Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options Black-Scholes Fair Value Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Fair Value Fair value determined using a black-scholes model for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range Remaining Contractual Life (Years) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term Stock Options Vested and Exercisable Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options Urgent Care Centers Operated Urgent Care Centers Operated Urgent care centers operated as of the date specified Gain (Loss) on Disposition of Business Leases of Lessee Disclosure [Text Block] Leases of Lessee Disclosure [Text Block] Insurance Disclosure [Text Block] Insurance Disclosure [Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Private and other payors Private Pay and Other [Member] Revenue from self-pay and Other payors [Member] Accounts, Notes, Loans and Financing Receivable [Line Items] Accounts, Notes, Loans and Financing Receivable [Line Items] Accounts Receivable, Gross Accounts Receivable, Gross Less: allowance for doubtful accounts Accounts receivable, net Accounts Receivable, Net Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Defined Contribution Plan Disclosures [Table Text Block] Defined Contribution Plan Disclosures [Table Text Block] Transitional and Skilled Services and Assisted and Independent Living Campuses [Axis] Transitional and Skilled Services and Assisted and Independent Living Campuses [Axis] Transitional and Skilled Services and Assisted and Independent Living Campuses [Axis] Transitional and Skilled Services and Assisted and Independent Living Facilities [Domain] Transitional and Skilled Services and Assisted and Independent Living Facilities [Domain] [Domain] for Transitional and Skilled Services and Assisted and Independent Living Facilities [Axis] Assisted and Independent Living Facilities [Axis] Assisted and Independent Living Facilities [Axis] Assisted and Independent Living Facilities [Axis] Assisted and Independent Living Facilities [Domain] Assisted and Independent Living Facilities [Domain] [Domain] for Assisted and Independent Living Facilities [Axis] Number of Reportable Segments Number of Reportable Segments Traditional and Skilled Service Facilities Traditional and Skilled Service Facilities Traditional and Skilled Service Facilities Traditional and Skilled Services and Assistant and Independent Living Campuses Traditional and Skilled Services and Assistant and Independent Living Campuses Traditional and Skilled Services and Assistant and Independent Living Campuses Number of Units in Real Estate Property Number of Units in Real Estate Property Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table] Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] Plus: incremental shares from assumed conversion (1) Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Adjusted weighted average common shares outstanding Diluted net (loss) income per common share: Statement of Comprehensive Income [Abstract] Net income Other comprehensive income, net of tax: Other Comprehensive Income (Loss), Net of Tax [Abstract] Unrealized gain on interest rate swap, net of income tax provision of $78 for the years ended December 31, 2014. Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax Reclassification of derivative loss to income, net of income tax benefit of $638 for the year ended December 31, 2014. Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax Comprehensive income Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Less: net income (Loss) attributable to noncontrolling interest Comprehensive income attributable to The Ensign Group, Inc. Comprehensive Income (Loss), Net of Tax, Attributable to Parent Common Stock Transactions [Table] Common Stock Transactions [Table] Common Stock Transactions [Table] Share Repurchase Program [Axis] Share Repurchase Program [Axis] Share Repurchase Program [Domain] Share Repurchase Program [Domain] Sale of Stock [Axis] Sale of Stock [Axis] Sale of Stock [Domain] Sale of Stock [Domain] Common Stock Transactions [Line Items] Common Stock Transactions [Line Items] [Line Items] for Common Stock Transactions [Table] Shares Issued, Price Per Share Shares Issued, Price Per Share Payments of underwriter discounts and commissions Common stock issued in an offering Common stock issued in an offering Common stock issued in an offering Proceeds from Issuance of Common Stock Other issuance costs in an offering Other issuance costs in an offering Other issuance costs in an offering Proceeds from stock issuance used to pay debt proceeds from stock issuance used to pay debt proceeds from stock issuance used to pay debt Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Authorized Amount Stock Repurchased During Period, Shares Additional Common Stock to be Issued in an Offering Additional Common Stock to be Issued in an Offering Additional Common Stock to be Issued in an Offering Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] 2017 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months 2018 Finite-Lived Intangible Assets, Amortization Expense, Year Two 2019 Finite-Lived Intangible Assets, Amortization Expense, Year Four 2020 Finite-Lived Intangible Assets, Amortization Expense, Year Three 2021 Finite-Lived Intangible Assets, Amortization Expense, Year Five Thereafter Finite-Lived Intangible Assets, Amortization Expense, after Year Five Finite-Lived Intangible Assets, Net Medicare Probe Reviews [Abstract] Medicare Probe Reviews [Abstract] Medicare Probe Reviews [Abstract] Facilities under Medicare Probe Reviews Facilities under Medicare Probe Reviews Facilities under Medicare Probe reviews relating to Medicare services, billings and potential overpayments Facilities under Medicare Probe Reviews Closed Facilities under Medicare Probe Reviews Closed Facilities under Medicare Probe reviews relating to Medicare services, billings and potential overpayments have been successfully closed. Facilities under Medicare Probe Reviews in Process Facilities under Medicare Probe Reviews in Process Facilities under Medicare Probe reviews relating to Medicare services, billings and potential overpayments that are still in process. Currend Federal Current Federal Tax Expense (Benefit) Current State Current State and Local Tax Expense (Benefit) Current Income Tax Expense Current Income Tax Expense (Benefit) Deferred Federal Deferred Federal Income Tax Expense (Benefit) Deferred State Deferred State and Local Income Tax Expense (Benefit) Deferred Income Tax Expense Deferred Income Tax Expense (Benefit) Provision for Income Taxes Property, Plant and Equipment Disclosure [Text Block] Property, Plant and Equipment Disclosure [Text Block] Other Assets Disclosure [Text Block] Other Assets Disclosure [Text Block] Business Combination Disclosure [Text Block] Business Combination Disclosure [Text Block] 2017 Operating Leases, Future Minimum Payments, in One Year Operating Leases, Future Minimum Payments, in One Year 2018 Operating Leases, Future Minimum Payments, Due in Two Years 2019 Operating Leases, Future Minimum Payments, Due in Three Years 2020 Operating Leases, Future Minimum Payments, Due in Four Years 2021 Operating Leases, Future Minimum Payments, Due in Five Years Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Operating Leases, Future Minimum Payments Due Operating Leases, Future Minimum Payments Due EX-101.PRE 13 ensg-20161231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 14 ensg2016performancegraph.jpg begin 644 ensg2016performancegraph.jpg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end XML 15 R1.htm IDEA: XBRL DOCUMENT v3.6.0.2
DEI Info Cover Page Document - USD ($)
12 Months Ended
Dec. 31, 2016
Feb. 03, 2017
Jun. 30, 2016
Entity Information [Abstract]      
Entity Registrant Name ENSIGN GROUP, INC    
Entity Central Index Key 0001125376    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Document Type 10-K    
Current Reporting Status Yes    
Document Period End Date Dec. 31, 2016    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Common Stock, Shares Outstanding   50,898,387  
Entity Public Float     $ 884,000,000
XML 16 R2.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Current assets:    
Cash and cash equivalents $ 57,706 $ 41,569
Accounts receivable—less allowance for doubtful accounts of $39,791 and $30,308 at December 31, 2016 and December 31, 2015, respectively 244,433 209,026
Investments—current 11,550 2,004
Prepaid income taxes 302 8,141
Prepaid expenses and other current assets 19,871 18,827
Total current assets 333,862 279,567
Property and equipment, net 484,498 299,633
Insurance subsidiary deposits and investments 23,634 32,713
Escrow deposits 1,582 400
Deferred tax asset 23,073 20,852
Restricted and other assets 12,614 9,631
Intangible assets, net 35,076 45,431
Goodwill 67,100 40,886
Other indefinite-lived intangibles 19,586 18,646
Total assets 1,001,025 747,759
Current liabilities:    
Accounts payable 38,991 36,029
Accrued wages and related liabilities 84,686 78,890
Accrued self-insurance liabilities—current 21,359 18,122
Other accrued liabilities 58,763 46,205
Current maturities of long-term debt 8,129 620
Total current liabilities 211,928 179,866
Long-term debt—less current maturities 275,486 99,051
Accrued self-insurance liabilities—less current portion 43,992 37,881
Deferred rent and other long-term liabilities 9,124 3,976
Total liabilities 540,530 320,774
Commitments and contingencies (Notes 16, 18 and 20)
Equity:    
Common stock; $0.001 par value; 75,000 shares authorized; 52,787 and 50,838 shares issued and outstanding at December 31, 2016, respectively, and 51,918 and 51,370 shares issued and outstanding at December 31, 2015, respectively (Note 3) 52 51
Additional paid-in capital (Note 3) 252,493 235,076
Retained earnings 235,021 193,420
Common 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' equity 456,449 427,324
Non-controlling interest 4,046 (339)
Total equity 460,495 426,985
Total liabilities and equity $ 1,001,025 $ 747,759
XML 17 R3.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Balance Sheets Balance Sheet (Paranthetical) - USD ($)
shares in Thousands, $ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Current assets:    
Allowance for doubtful accounts $ 39,791 $ 30,308
Equity:    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 75,000 75,000
Common stock, shares issued 52,787 51,918
Common stock, shares outstanding 50,838 51,370
Common stock in treasury, at cost 1,520 123
XML 18 R4.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenue $ 1,654,864 $ 1,341,826 $ 1,027,406
Expense:      
Cost of services 1,341,814 1,067,694 822,669
Gain related to divestitures (Note 18 and 19) (11,225) 0 0
Rent—cost of services (Note 18) 124,581 88,776 48,488
General and administrative expense 69,165 64,163 56,895
Depreciation and amortization 38,682 28,111 26,430
Total expenses 1,563,017 1,248,744 954,482
Income from operations 91,847 93,082 72,924
Other income (expense):      
Interest expense (7,136) (2,828) (12,976)
Interest income 1,107 845 594
Other expense, net (6,029) (1,983) (12,382)
Income before provision for income taxes 85,818 91,099 60,542
Provision for income taxes 32,975 35,182 26,801
Net income 52,843 55,917 33,741
Less: net income (loss) attributable to noncontrolling interests 2,853 485 (2,209)
Net income attributable to The Ensign Group, Inc. 49,990 55,432 35,950
Amounts attributable to The Ensign Group, Inc.:      
Net income attributable to The Ensign Group, Inc. $ 49,990 $ 55,432 $ 35,950
Basic:      
Basic net income per common share attributable to The Ensign Group, Inc. $ 0.99 $ 1.10 $ 0.80
Diluted:      
Diluted net income per common share attributable to The Ensign Group, Inc. $ 0.96 $ 1.06 $ 0.78
Weighted average common shares outstanding:      
Basic 50,555 50,316 44,682
Diluted 52,133 52,210 46,190
Dividends per share $ 0.1625 $ 0.1525 $ 0.1425
XML 19 R5.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statement of Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Net income $ 52,843 $ 55,917 $ 33,741
Other comprehensive income, net of tax:      
Unrealized gain on interest rate swap, net of income tax provision of $78 for the years ended December 31, 2014. 0 0 89
Reclassification of derivative loss to income, net of income tax benefit of $638 for the year ended December 31, 2014. 0 0 1,023
Comprehensive income 52,843 55,917 34,853
Less: net income (Loss) attributable to noncontrolling interest 2,853 485 (2,209)
Comprehensive income attributable to The Ensign Group, Inc. $ 49,990 $ 55,432 $ 37,062
XML 20 R6.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statement of Comprehensive Income Comprehensive Income Paranthetical
$ in Thousands
12 Months Ended
Dec. 31, 2014
USD ($)
Other Comprehensive Income:  
Income tax effect on realized loss on interest rate swap $ (78)
Income tax effect on unrealized gain on interest rate swap $ 638
XML 21 R7.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statement of Stockholders' Equity Statement - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock [Member]
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Shares, Outstanding   22,113     237    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 357,257 $ 22 $ 101,364 $ 257,502 $ (1,680) $ (1,112) $ 1,161
Stock Issued During Period, Shares, Other   415     (87)    
Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards $ 3,845   3,475   $ 370    
Issuance of restricted stock to employees 56 63          
Stock Issued During Period, Value, Restricted Stock Award, Gross $ 0            
Repurchase of common stock (Note 3) 0            
Dividends declared (6,441)     (6,441)      
Employee stock award compensation 5,190   5,190        
Excess tax benefit from share-based compensation 4,264   4,264        
Less: net income (loss) attributable to noncontrolling interests (2,209)           (2,209)
Distribution of net assets to CareTrust (Note 23) (141,165)     (141,165)      
Net Income attributable to the Ensign Group, Inc. 35,950     35,950      
Termination of swap and other comprehensive income 1,112         1,112  
Shares, Outstanding   22,591     150    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 257,803 $ 22 114,293 145,846 $ (1,310) 0 (1,048)
Stock Issued During Period, Shares, Other   255     (27)    
Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards $ 2,530   2,443   $ 87    
Issuance of restricted stock to employees 323 105          
Stock Issued During Period, Value, Restricted Stock Award, Gross $ 1,892   1,892        
Stock Issued During Period, Shares, New Issues   2,734          
Issuance of common stock through public offering, net of issuance costs 106,120 $ 3 106,117        
Repurchase of common stock (Note 3) 0            
Dividends declared (7,858)     (7,858)      
Employee stock award compensation 6,677   6,677        
Excess tax benefit from share-based compensation 3,680   3,680        
Stock Issued During Period, Shares, Stock Splits   25,685          
Stock issued to effect stock split 0 $ 26 (26)        
Noncontrolling interest assumed related to acquisition 224           224
Less: net income (loss) attributable to noncontrolling interests 485           485
Net Income attributable to the Ensign Group, Inc. 55,432     55,432      
Shares, Outstanding   51,370     123    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 426,985 $ 51 235,076 193,420 $ (1,223) 0 (339)
Stock Issued During Period, Shares, Other   668     (55)    
Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards $ 4,152 $ 1 4,045   $ 106    
Issuance of restricted stock to employees 299 252          
Stock Issued During Period, Value, Restricted Stock Award, Gross $ 2,517   2,517        
Stock Repurchased During Period, Shares   (1,452)     1,452    
Repurchase of common stock (Note 3) 30,000       $ (30,000)    
Dividends declared (8,282)     (8,282)      
Employee stock award compensation 7,776   7,776        
Excess tax benefit from share-based compensation 3,079   3,079        
Equity, Fair Value Adjustment 1,325     (107)     1,432
Noncontrolling interest assumed related to acquisition 100           100
Less: net income (loss) attributable to noncontrolling interests 2,853           2,853
Net Income attributable to the Ensign Group, Inc. 49,990     49,990      
Shares, Outstanding   50,838     1,520    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 460,495 $ 52 $ 252,493 $ 235,021 $ (31,117) $ 0 $ 4,046
XML 22 R8.htm IDEA: XBRL DOCUMENT v3.6.0.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash flows from operating activities:      
Net income $ 52,843 $ 55,917 $ 33,741
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 38,682 28,111 26,430
Amortization of deferred financing fees 825 591 687
Fixed assets impairment 137 0 0
Write-off of deferred financing fees 321 0 0
Deferred income taxes (2,208) 1,251 (3,110)
Provision for doubtful accounts 28,512 19,802 13,179
Share-based compensation 9,101 6,677 5,190
Excess tax benefit from share-based compensation (3,079) (3,680) (4,264)
Loss on extinguishment of debt 0 0 4,067
Loss on termination of interest rate swap 0 0 1,661
(Gain)/loss on disposition of property and equipment 164 205 100
Gain on sale of urgent care centers (19,160) 0 0
Change in operating assets and liabilities      
Accounts receivable (63,617) (100,324) (31,867)
Prepaid income taxes 7,839 (5,149) 6,897
Prepaid expenses and other assets (1,465) (10,340) 864
Insurance subsidiary deposits and investments (467) (10,785) (1,533)
Losses related to operational closures (Note 18) 7,205 0 0
Accounts payable 577 1,780 7,978
Accrued wages and related liabilities (4,978) 22,178 16,644
Income taxes payable 987 0 0
Other accrued liabilities 12,588 21,403 6,337
Accrued self-insurance liabilities 8,125 5,418 1,881
Deferred rent liability 956 314 (2)
Net cash provided by operating activities 73,888 33,369 84,880
Cash 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 acquisitions 400 16,153 1,000
Increase in restricted cash 0 0 (8,219)
Use of restricted cash 0 5,082 3,137
Cash received from sale of urgent care centers and franchising businesses, net of note receivable 40,734 2,000 2,000
Cash proceeds from the sale of property and equipment and insurance proceeds 391 10 24
Restricted and other assets 365 (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) 844,000 334,000 495,677
Payments 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) 0 112,078 0
Issuance costs in connection with common stock offering (Note 3) 0 (5,961) 0
Issuance of treasury stock upon exercise of options 106 87 370
Cash retained by CareTrust at separation (Note 4) 0 0 (78,731)
Issuance of common stock upon exercise of options 6,563 4,337 3,475
Repurchase of shares of common stock (Note 3) (30,000) 0 0
Dividends paid (8,173) (7,494) (6,297)
Excess tax benefit from share-based compensation 3,181 3,700 4,280
Prepayment penalty on early retirement of debt 0 0 (2,069)
Payments of deferred financing costs (3,278) 0 (12,883)
Net cash provided by financing activities 152,885 126,330 72,624
Net increase (decrease) in cash and cash equivalents 16,137 (8,839) (15,347)
Cash and cash equivalents beginning of period 41,569 50,408 65,755
Cash and cash equivalents end of period 57,706 41,569 50,408
Cash paid during the period for:      
Interest 6,428 2,773 13,511
Income taxes 23,163 35,490 22,029
Non-cash financing and investing activity:      
Accrued capital expenditures 6,828 4,171 3,109
Note receivable from sale of urgent care centers and franchising business 700 0 2,000
Favorable lease included in the fair value of assets acquisitions 7,190 0 0
Refundable deposits assumed as part of business acquisition 0 3,488 0
Debt assumed as part of asset acquisition $ 0 $ 11,699 $ 3,417
XML 23 R9.htm IDEA: XBRL DOCUMENT v3.6.0.2
Description of Business
12 Months Ended
Dec. 31, 2016
DESCRIPTION OF BUSINESS [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
DESCRIPTION OF BUSINESS

The 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 historically operated urgent care clinics in Colorado and Washington. The Company completed the sale of its urgent care centers in 2016. The Company's operating subsidiaries, each of which strives to be the operation of choice in the community it serves, provide a broad spectrum of skilled nursing, assisted living, home health, home care, hospice, urgent care and other ancillary services. The Company's operating subsidiaries have a collective capacity of approximately 17,700 operational skilled nursing beds and 4,450 assisted living and independent living units. As of December 31, 2016, the Company owned 50 of its 210 affiliated facilities 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 to purchase 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, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly-owned captive insurance subsidiary (the Captive) that provides some claims-made coverage to the Company’s operating 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, employees and 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 construed as 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.
XML 24 R10.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies
12 Months Ended
Dec. 31, 2016
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies [Text Block]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation — The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, 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 and the 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 a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities 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 of discontinued 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 the presentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, these assets were classified as either current or non-current assets, as applicable.

Estimates and Assumptions — The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcare claims 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 values approximate 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 an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-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 their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were 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 Revenue
The Company’s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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 Revenue
The Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees 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 patients under reimbursement 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 Revenue
Medicare Revenue
Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 before completing 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 the Medicare 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, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net 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, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress 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 estimates revenue 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 Revenue
Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other 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 Revenue
Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. 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 is probable 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 collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.
Cash and Cash Equivalents Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original 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. The Company 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 are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt security investments 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). Leasehold improvements 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 operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying 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 of the 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 of 2016. 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 trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized over a 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. Trade names 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 intangible assets 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 not be recoverable.
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit 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 rent payments.
Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location 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 an additional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For all California 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 all facilities 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 of Colorado. Beginning on January 1, 2017, the combined self-insured retention will be $500 per claim, subject to an additional one-time deductible of $750 for California 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 Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. 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 of insured 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 this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individual stop-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, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 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 of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. In all states except 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 incurred but 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 the ultimate 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 liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance 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 process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid claims. The self-insured liabilities are based upon estimates, and while management 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 inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net 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 of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no 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 assets and 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 certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates 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 presented within total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result 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 grants and other variables.

Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense 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 rent expense is calculated from the date the 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 for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense.

Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal 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, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles 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 the formal 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 early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated 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 consolidated balance 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 year 2016. 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 substantial doubt 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 Company in 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 certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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’s consolidated financial statements.

In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of the guidance 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 revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance 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 guidance will 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 the new 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. The Company's evaluation of the adoption method and impact to the consolidated financial statements 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 leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 its consolidated 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 impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 this standard 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 a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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 fiscal year 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, using the modified retrospective method.
XML 25 R11.htm IDEA: XBRL DOCUMENT v3.6.0.2
Common Stock
12 Months Ended
Dec. 31, 2016
Common Stock [Abstract]  
Common stock offering [Text Block]
COMMON STOCK
Common Stock Repurchase Program

On November 4, 2015 and February 9, 2016, the Company announced that its Board of Directors authorized two stock repurchase programs, under which the Company 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 to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal 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 repurchase programs expired upon the repurchase of the full authorized amount under the plans. The Company did not have stock repurchase programs in place during the the year ended December 31, 2014.

Common Stock Offering

On February 9, 2015, the Company entered into an underwriting agreement with Wells Fargo Securities, LLC as representative of the underwriters named therein (collectively, the Underwriters), pursuant to which the Company agreed to issue and sell to the Underwriters 5,000 shares of its common stock and also agreed 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 Stock Offering).
Subsequently, the Company completed a common stock offering, issuing 5,467 shares at approximately $20.50 per share. After deducting underwriting discounts and commissions of $5,604, excluding other issuance costs of $357, the Company received net proceeds of $106,474. The Company then used $94,000 of the net proceeds to pay off outstanding amounts under its credit facility.
XML 26 R12.htm IDEA: XBRL DOCUMENT v3.6.0.2
Computation of Net Income Per Common Share
12 Months Ended
Dec. 31, 2016
COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract]  
Earnings Per Share [Text Block]
COMPUTATION OF NET INCOME PER COMMON SHARE

Basic net income per share is computed by dividing income from continuing operations attributable to The Ensign Group, Inc. stockholders by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common 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,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
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 share
50,555

 
50,316

 
44,682

Basic 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,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
Net income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted average common shares outstanding
50,555

 
50,316

 
44,682

Plus: incremental shares from assumed conversion (1)
1,578

 
1,894

 
1,508

Adjusted weighted average common shares outstanding
52,133

 
52,210

 
46,190

Diluted 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 years ended December 31, 2016, 2015 and 2014, respectively.
XML 27 R13.htm IDEA: XBRL DOCUMENT v3.6.0.2
Fair Value Measurements
12 Months Ended
Dec. 31, 2016
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]
FAIR VALUE MEASUREMENTS
Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable 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 for the 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 entity to 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:
 
 
December 31,
 
 
2016
 
2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash 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 measured at 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 be recoverable, 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 Maturity

At December 31, 2016 and 2015, the Company had approximately $35,184 and $34,717, respectively, in debt security investments which were classified as held 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 hold these debt securities to maturity. Further, as of December 31, 2016, the debt security investments were held in AA, A and BBB+ rated debt securities.
XML 28 R14.htm IDEA: XBRL DOCUMENT v3.6.0.2
Revenue and Accounts Receivable
12 Months Ended
Dec. 31, 2016
REVENUE AND ACCOUNTS RECEIVABLE [Abstract]  
Revenue and Accounts receivable [Text Block]
REVENUE AND ACCOUNTS RECEIVABLE

Revenue for the years ended December 31, 2016, 2015 and 2014 is summarized in the following tables:
 
Year Ended December 31,
 
2016
 
2015
 
2014
 
Revenue
 
% of
Revenue
 
Revenue
 
% of
Revenue
 
Revenue
% of
Revenue
Medicaid
$
557,958

 
33.7
%
 
$
458,956

 
34.2
%
 
$
369,106

35.9
%
Medicare
477,019

 
28.8

 
395,503

 
29.5

 
313,144

30.5

Medicaid — skilled
87,517

 
5.3

 
71,905

 
5.4

 
51,157

5.0

Total Medicaid and Medicare
1,122,494

 
67.8

 
926,364

 
69.1

 
733,407

71.4

Managed care
265,508

 
16.0

 
206,770

 
15.4

 
145,796

14.2
%
Private and other payors(1)
266,862

 
16.2

 
208,692

 
15.5

 
148,203

14.4
%
Revenue
$
1,654,864

 
100.0
%
 
$
1,341,826

 
100.0
%
 
$
1,027,406

100.0
%

(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
 
2015
Medicaid
$
111,031

 
$
90,677

Managed care
66,346

 
56,411

Medicare
55,500

 
49,970

Private and other payors
51,347

 
42,276

 
284,224

 
239,334

Less: allowance for doubtful accounts
(39,791
)
 
(30,308
)
Accounts receivable, net
$
244,433

 
$
209,026

XML 29 R15.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Segments
12 Months Ended
Dec. 31, 2016
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]
BUSINESS SEGMENTS

The 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, which includes the Company's home health, home care and hospice businesses. The Company's Chief Executive Officer, who is our chief operating decision maker, or CODM, 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. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment. In 2016, the Company completed the sale of its urgent care centers for an aggregate purchase price of $41,492. The reporting segments are business units that offer different services and that are managed separately to provide greater visibility into those operations. The expansion of the Company's assisted and independent living services led it to separate the assisted and 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 and hospice 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 Note 12, 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 provide skilled nursing and rehabilitative care services. The Company provided room and board and social services through 40 wholly-owned affiliated assisted and independent living facilities and 21 campuses. Home health, home care and hospice services were provided to patients through the Company's 39 agencies. The Company's urgent care services, which is included in the "all other" category, were provided to patients by the Company's wholly owned urgent care operating subsidiaries. See also Note 19, Divestitures for further information relating to the sale of urgent care centers. As of December 31, 2016, the Company held majority 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 of care provided and profitability. General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss, and are included in the "all other" category in the selected segment financial data that follows. The accounting policies of the reporting segments are the same as those described in Note 2, Summary of Significant Accounting Policies. The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below.

Segment revenues by major payor source were as follows:
 
 
Year Ended December 31, 2016
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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.

 
 
Year Ended December 31, 2015
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,374,803

 
$
123,636

 
$
115,813

 
$
40,612

 
 
 
$
1,654,864

Intersegment revenue (1)
 
2,929

 

 

 
2,184

 
(5,113
)
 

Total revenue
 
$
1,377,732

 
$
123,636

 
$
115,813

 
$
42,796

 
$
(5,113
)
 
$
1,654,864

Segment income (loss) (2)
 
$
118,118

 
$
11,701

 
$
16,571

 
$
(54,543
)
 
$

 
$
91,847

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
(6,029
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
85,818

Depreciation 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. General and 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 and related closing expenses of $7,935, including the present value of rental payments of approximately $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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,126,388


$
88,129


$
90,356


$
36,953

 
 
 
$
1,341,826

Intersegment revenue (1)
 
2,447

 
 
 

 
881

 
(3,328
)
 

Total revenue
 
$
1,128,835

 
$
88,129

 
$
90,356

 
$
37,834

 
$
(3,328
)
 
$
1,341,826

Segment income (loss) (2)
 
$
136,744

 
$
11,463

 
$
13,584

 
$
(68,709
)
 
$

 
$
93,082

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(1,983
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
91,099

Depreciation 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. General and administrative expense is included in "All Other" category.
 
 
Year Ended December 31, 2014
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
901,470


$
48,848


$
54,516


$
22,572

 
 
 
$
1,027,406

Intersegment revenue (1)
 
2,066

 
 
 

 
735

 
(2,801
)
 

Total revenue
 
$
903,536

 
$
48,848

 
$
54,516

 
$
23,307

 
$
(2,801
)
 
$
1,027,406

Segment income (loss) (2)
 
$
117,816

 
$
8,195

 
$
9,701

 
$
(62,788
)
 
$

 
$
72,924

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(12,382
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
60,542

Depreciation 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. General and administrative expense is included in "All Other" category.
XML 30 R16.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
ACQUISITIONS
The 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 the accompanying Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. The Company 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 acquire affiliated 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 and purchases. 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 entered into 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 existing transitional and skilled services; assisted and independent living services and home health and hospice businesses. The aggregate purchase price for these acquisitions for the year ended December 31, 2016 was $64,521. The expansion of skilled nursing operations added 2,336 operational skilled nursing beds and ten assisted living units operated by the Company's operating subsidiaries. The Company entered into a separate 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 463 operational 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 assisted living operations, seven home health, hospice and home care agencies and three urgent care centers to its operations through a combination of long-term leases and purchases. 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, the Company has invested in new business lines that are complementary to its existing transitional and skilled services; assisted and independent living services and home 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 and independent living units, respectively, operated by the Company's operating subsidiaries. The Company also entered into a separate operations transfer agreement with 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 living operations and nine home health, home care and hospice agencies to its operations through a combination of long-term leases and purchases. The aggregate purchase price was approximately $96,085, including the assumption of an existing HUD-insured loan of $3,417. The Company also entered into a separate operations 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
 
2014
Land
$
1,054

 
$
12,811

 
$
10,314

Building and improvements
21,057

 
73,502

 
41,995

Equipment, furniture, and fixtures
8,265

 
4,612

 
2,933

Assembled occupancy
1,299

 
895

 
905

Definite-lived intangible assets
363

 
360

 
729

Goodwill
30,343

 
10,617

 
6,334

Favorable leases
393

 
10,901

 
28,680

Other indefinite-lived intangible assets
1,741

 
6,285

 
4,195

Other assets acquired, net of liabilities assumed
6

 
(18
)
 

    Total acquisitions
$
64,521

 
$
119,965

 
$
96,085


In addition to the business combinations above, in 2016, the Company acquired the underlying real estate of fifteen assisted living operation, which the Company previously operated under a long-term lease agreement for an aggregate purchase price of $127,348. For year ended December 31, 2015, the Company acquired the underlying real estate and assets of three skilled nursing operations, which the Company previously operated under long-term lease agreements for an aggregate purchase price of $$23,998, which included a promissory note of $$6,248. These asset acquisitions did not impact the Company's operational bed or unit counts.

Subsequent to December 31, 2016, the Company acquired one skilled nursing and assisted living operation for a purchase price of $5,750, which included real estate. The addition of this operation added 124 operational skilled nursing beds and nine assisted living units operated by the Company's operating subsidiaries.
XML 31 R17.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Pro Forma
12 Months Ended
Dec. 31, 2016
Business Acquisition, Pro Forma Information [Abstract]  
Business Acquisitions, Pro Forma Information [Text Block]
ACQUISITIONS - PRO FORMA FINANCIAL INFORMATION

The Company has established an acquisition strategy that is focused on identifying acquisitions within its target markets that offer the greatest opportunity for investment return at attractive prices. The facilities acquired by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming facilities, is often inadequate, inaccurate or unavailable. As a result, the Company has developed an acquisition assessment program that is based on existing and potential resident mix, the local available market, referral sources and operating expectations based on the Company's experience with its existing facilities. Following an acquisition, the Company implements a well-developed integration program to provide a plan for transition and generation of profits from facilities that have a history of significant operating losses. Consequently, the Company believes that prior operating results are not meaningful as the information is not generally representative of the Company's current operating results or indicative of the 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 of the financial statements had occurred at the beginning of 2015, after giving effect to certain adjustments.
 
December 31,
 
2016

2015
 
(Unaudited)
Revenue
$
1,725,063

 
$
1,524,371

Net income attributable to The Ensign Group, Inc.
48,992

 
54,790

Diluted net income per common share
$
0.94

 
$
1.05


Our 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 not available, revenues and operating costs were estimated based on available partial operating results of the prior operator of the facility, or if no information was available, estimates were derived from the Company’s post-acquisition operating results for that particular facility. Prior year results for the 2016 acquisitions 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 is calculated 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 at the 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 loss generated during the year ended December 31, 2016, by individually immaterial business acquisitions completed through the issuance date of the Financial Statements 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, by individually immaterial business acquisitions completed through the issuance date of the financial statements of $182,546 and $642, respectively.
XML 32 R18.htm IDEA: XBRL DOCUMENT v3.6.0.2
Property and Equipment
12 Months Ended
Dec. 31, 2016
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
PROPERTY AND EQUIPMENT— Net
Property and equipment, net consist of the following:
 
December 31,
 
2016
 
2015
Land
$
47,565

 
$
41,451

Buildings and improvements
304,263

 
151,434

Equipment
153,170

 
114,752

Furniture and fixtures
6,931

 
5,504

Leasehold improvements
80,164

 
68,405

Construction in progress
2,441

 
781

 
594,534

 
382,327

Less: accumulated depreciation
(110,036
)
 
(82,694
)
Property and equipment, net
$
484,498

 
$
299,633



See Note 8, Acquisitions for information on acquisitions during the year ended December 31, 2016.
XML 33 R19.htm IDEA: XBRL DOCUMENT v3.6.0.2
Intangible Assets - Net
12 Months Ended
Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets Disclosure [Text Block]
INTANGIBLE ASSETS — Net
 
 
Weighted Average Life (Years)
 
December 31,
 
 
 
2016
 
2015
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
Intangible Assets
 
 
 
 
Net
 
 
 
Net
Lease acquisition costs
 
24.7
 
$
483

 
$
(78
)
 
$
405

 
$
604

 
$
(577
)
 
$
27

Favorable leases
 
32.1
 
35,116

 
(4,589
)
 
30,527

 
43,248

 
(2,923
)
 
40,325

Assembled occupancy
 
0.0
 
1,897

 
(1,897
)
 

 
4,779

 
(4,476
)
 
303

Facility trade name
 
30.0
 
733

 
(269
)
 
464

 
733

 
(244
)
 
489

Customer relationships
 
18.5
 
4,933

 
(1,253
)
 
3,680

 
5,300

 
(1,013
)
 
4,287

Total
 
 
 
$
43,162

 
$
(8,086
)
 
$
35,076

 
$
54,664

 
$
(9,233
)
 
$
45,431



Amortization 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 amortization expense incurred during the year ended December 31, 2016, approximately $1,602 related to the amortization of patient base intangible assets at recently acquired facilities, 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 new acquisition 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 that have 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:
Year
Amount
2017
2,282

2018
2,282

2019
2,282

2020
1,573

2021
1,475

Thereafter
25,182

 
$
35,076



XML 34 R20.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Indefinite-Lived Intangible Assets
12 Months Ended
Dec. 31, 2016
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]  
Goodwill and Other Indefinite-Lived Intangibles [Text Block]
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS

The Company performs its annual goodwill impairment analysis during the fourth quarter of each year for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment, in accordance with the provisions of Accounting Standards Codification topic 350, Intangibles—Goodwill and Other (ASC 350).  This guidance 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 its carrying 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 its carrying value, the Company performs "Step 1" of the traditional two-step goodwill impairment test by comparing the net assets of each reporting unit to their respective 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 assets exceed 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 the fair 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 the difference 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 carrying value may not be recoverable. The Company performs the annual impairment testing of goodwill using October 1 as the measurement date. The Company completed its goodwill impairment test as of October 1, 2016 and no impairments were identified. In the fourth quarter of 2016, the Company separated the assisted and independent living services into a distinct reportable segment. The Company re-tested for goodwill impairment based on the new reporting units and no 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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Total
January 1, 2014
$
13,338

 
$
316

 
$
7,278

 
$
3,003

 
$
23,935

Impairments

 

 

 
$

 
$

Additions
883

 
1,440

 
3,651

 
$
360

 
6,334

December 31, 2014
$
14,221

 
$
1,756

 
$
10,929

 
$
3,363

 
$
30,269

Impairments

 

 

 
$

 
$

Additions

 
1,782

 
5,173

 
$
3,662

 
10,617

December 31, 2015
$
14,221

 
$
3,538

 
$
16,102

 
$
7,025

 
$
40,886

Less: Dispositions

 

 

 
$
(4,103
)
 
$
(4,103
)
Purchase price adjustment

 

 

 
(26
)
 
(26
)
Additions
26,415

 

 
1,799

 
2,129

 
30,343

December 31, 2016
$
40,636

 
$
3,538


$
17,901

 
$
5,025

 
$
67,100



There was no impairment charge to goodwill for the years ended December 31, 2016, 2015, and 2014. The Company anticipates that total goodwill recognized 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:
 
December 31, 2016
 
December 31, 2015
Trade name
$
1,146

 
$
1,915

Medicare and Medicaid licenses
18,440

 
16,731

 
$
19,586

 
$
18,646

XML 35 R21.htm IDEA: XBRL DOCUMENT v3.6.0.2
Restricted and Other Assets
12 Months Ended
Dec. 31, 2016
Other Assets [Abstract]  
Other Assets Disclosure [Text Block]
RESTRICTED AND OTHER ASSETS
Restricted and other assets consist of the following:
 
December 31,
 
2016

2015
Debt issuance costs, net
$
3,611

 
$
2,021

Long-term insurance losses recoverable asset
4,104

 
2,881

Deposits with landlords
3,526

 
3,969

Capital improvement reserves with landlords and lenders
673

 
760

Note receivable from sale of urgent care centers
700

 

Restricted and other assets
$
12,614

 
$
9,631


Included 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 Update issued by the FASB.
XML 36 R22.htm IDEA: XBRL DOCUMENT v3.6.0.2
Other Accrued Liabilities
12 Months Ended
Dec. 31, 2016
Accrued Liabilities [Abstract]  
Other Liabilities Disclosure [Text Block]
OTHER ACCRUED LIABILITIES

Other accrued liabilities consist of the following:
 
December 31,
 
2016

2015
Quality assurance fee
$
4,604

 
$
6,120

Refunds payable
18,368

 
13,252

Deferred revenue
6,994

 
6,696

Cash held in trust for patients
2,373

 
3,016

Resident deposits
6,099

 
5,884

Dividends payable
2,186

 
2,072

Property taxes
9,130

 
4,230

Charges related to operational closure
1,972

 

Other
7,037

 
4,935

Other accrued liabilities
$
58,763

 
$
46,205


Quality assurance fee represents amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments and duplicate payments from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits 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 regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the accompanying consolidated balance sheets.
XML 37 R23.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes
12 Months Ended
Dec. 31, 2016
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]
INCOME TAXES
The 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
 
2014
Current:
 
 
 
 
 
Federal
$
30,043

 
$
28,149

 
$
25,490

State
5,183

 
5,761

 
4,405

 
35,226

 
33,910

 
29,895

Deferred:
 
 
 
 
 
Federal
(1,034
)
 
2,026

 
(2,438
)
State
(1,217
)
 
(754
)
 
(656
)
 
(2,251
)
 
1,272

 
(3,094
)
Total
$
32,975

 
$
35,182

 
$
26,801


 

A 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
 
2014
Income tax expense at statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes - net of federal benefit
3.0

 
3.6

 
4.0

Non-deductible expenses
0.9

 
0.6

 
0.6

Non-deductible transaction costs

 

 
5.2

Other adjustments
(0.5
)
 
(0.6
)
 
(0.4
)
Total income tax provision
38.4
 %
 
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
 
2015
Deferred tax assets (liabilities):
 
 
 
Accrued expenses
$
21,732

 
$
18,957

Allowance for doubtful accounts
15,956

 
12,313

Tax credits
3,461

 
3,439

Insurance
7,333

 
5,814

Total deferred tax assets
48,482

 
40,523

State 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

 
$
20,852


The Company had state credit carryforwards as of December 31, 2016 and 2015 of $3,430 and $3,439, respectively. These carryforwards almost entirely relate 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 carryforward until 2027.
The Company did not have federal net operating loss carryforward as of December 31, 2016. The Company had federal net operating loss carryforwards as of December 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 net operating 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, and 2014 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 the Company'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.
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
DEBT
Long-term debt consists of the following:
 
December 31,
 
2016
 
2015
Term loan with SunTrust, interest payable quarterly
$
148,125

 
$

Credit facility with SunTrust
122,000

 
85,000

Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate
14,032

 
14,671

 
284,157

 
99,671

Less current maturities
(8,129
)
 
(620
)
Less debt issuance costs
(542
)
 

 
$
275,486

 
$
99,051



Credit Facility with a Lending Consortium Arranged by SunTrust
The Company maintains a credit facility with a lending consortium arranged by SunTrust (as amended to date, the Credit Facility). On July 19, 2016, the Company entered into the second amendment to the credit facility (Second Amended Credit Facility), which amended the existing credit agreement to increase the aggregate 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 an aggregate annual amount equal to 5.0% per annum of the original principal amount. The interest rates and commitment fee applicable to the Second Amended Credit Facility are similar to the Amended Credit Facility discussed below. Except as set forth in the Second Amended Credit Facility, all other terms and conditions 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 (the Amended 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 will range 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. The Company 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 of any 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 personal property. The credit facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Under the Credit Facility, the Company must comply with financial maintenance covenants to be 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 current fiscal 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 of lenders can require that the Company and its operating subsidiaries mortgage certain of its real property assets to secure the Amended Credit 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 below 2.75:1.00 for two consecutive fiscal quarters, or its liquidity is above 10% of the Aggregate Revolving Commitment Amount (as defined in the agreement) or ninety consecutive days, as applicable. As of December 31, 2016, the Company's operating subsidiaries had $270,125 outstanding under the Credit Facility. The outstanding 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. The outstanding 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 of December 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 financial institutions. Under the Credit Facility, the Company may seek to obtain incremental revolving or term loans in an aggregate amount not to exceed $75,000. 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 1.25% to 2.25% per annum 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 operating subsidiaries 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 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 made under 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, other than 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 the Company's personal property. Under the Credit Facility, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to consolidated EBITDA ratio, and a minimum interest/rent coverage ratio. The majority of lenders can require that the Company and its operating subsidiaries 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 above 2.50:1.00 for two consecutive fiscal quarters, or the Company’s liquidity is equal or less than 10% of the Aggregate Revolving Commitment Amount (as 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 debt to consolidated EBITDA ratio is below 2.50:1.00 for two consecutive fiscal quarters, or the Company’s liquidity is above 10% of the Aggregate Revolving Commitment 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 Note

The Company had outstanding indebtedness under mortgage loans and promissory note issued in connection with various acquisitions. The mortgage loans are insured with the U.S. Department of Housing and Urban Development (HUD), which subjects the Company's operating subsidiaries to HUD oversight and periodic inspections. The mortgage 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 after the 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% 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 note is 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 well as 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 the mortgage 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 all loan 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 based upon 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:

Years Ending
 
 
December 31,
 
Amount
2017
 
$
8,129

2018
 
8,178

2019
 
8,208

2020
 
8,241

2021
 
240,900

Thereafter
 
10,501

 
 
$
284,157


Off-Balance Sheet Arrangements

As of December 31, 2016, the Company had approximately $2,310 on the credit facility of borrowing capacity pledged as collateral to secure outstanding letters of credit.
XML 39 R25.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards
12 Months Ended
Dec. 31, 2016
Options and Awards [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
OPTIONS AND AWARDS
Stock-based compensation expense consists of share-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s consolidated statements of income for the years ended December 31, 2016, 2015 and 2014 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates 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 (2005 Plan) and the 2007 Omnibus Incentive Plan (2007 Plan), all of which have been approved by the Company's stockholders. The total number of shares available under 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 other granted 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. The exercise 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 and 638 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 that have 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 and therefore eligible for reissuance. Options granted to non-employee directors vest and become exercisable immediately. All other granted options vest over five years 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 stock available 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 available for 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 of the 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 last day of the immediately preceding fiscal year, or (iii) such lesser number as determined by the Company's board of directors. Granted non-employee director options 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 service measured 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 the date 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, including estimating stock price volatility, expected option life and forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Black-Scholes model 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. The calculation 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 public entities until sufficient information regarding the volatility of the Company's share price becomes available. The Company utilized its own experience to calculate 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 expected term.

Estimated forfeiture rate of approximately 8.75% per year is based on the Company's historical forfeiture activity of unvested stock options.
Stock Options
The Company granted 497 options and 299 restricted stock awards from the 2007 Plan during the year ended December 31, 2016. The Company used the following 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 Average Volatility
 
Weighted Average Dividend Yield
2016
 
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 option grants:
Grant Year
 
Granted
 
Weighted Average Exercise Price
 
Weighted Average Fair Value of Options
2016
 
497

 
$
19.43

 
$
7.00

2015
 
637

 
$
23.27

 
$
9.08

2014
 
2,058

 
$
12.68

 
$
5.66



The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended December 31, 2016, 2015 and 2014 and therefore, the intrinsic value was $0 at date of grant.

The following table represents the employee stock option activity during the years ended December 31, 2016, 2015 and 2014:
 
Number of
Options
Outstanding
 
Weighted
Average
Exercise Price
 
Number of
Options Vested
 
Weighted
Average
Exercise Price
of Options
Vested
January 1, 2014
4,580

 
$
5.65

 
2,498

 
$
3.88

Granted
2,058

 
12.68

 
 
 
 
Forfeited
(128
)
 
8.14

 
 
 
 
Exercised
(978
)
 
3.93

 
 
 
 
December 31, 2014
5,532

 
$
8.51

 
2,218

 
$
4.70

Granted
637


23.27

 
 
 
 
Forfeited
(233
)

12.55

 
 
 
 
Exercised
(488
)

5.20

 
 
 
 
December 31, 2015
5,448

 
$
10.36

 
2,526

 
$
6.35

Granted
497

 
19.43

 
 
 
 
Forfeited
(127
)
 
14.46

 
 
 
 
Exercised
(642
)
 
6.47

 
 
 
 
December 31, 2016
5,176

 
$
11.62

 
2,704

 
$
8.18



The following summary information reflects stock options outstanding, vested and related details as of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options Vested
 
 
Stock Options Outstanding
 
 
 
 
 
Number Outstanding
 
Black-Scholes Fair Value
 
Remaining Contractual Life (Years)
 
Vested and Exercisable
Year of Grant
 
Exercise Price
 
 
 
 
2008
 
2.56
-
4.06
 
415

 
$
618

 
2
 
415

2009
 
4.06
-
4.56
 
542

 
1,162

 
3
 
542

2010
 
4.77
-
4.96
 
143

 
347

 
4
 
143

2011
 
5.90
-
7.99
 
167

 
567

 
5
 
167

2012
 
6.56
-
7.96
 
528

 
1,952

 
6
 
390

2013
 
7.98
-
11.49
 
617

 
2,996

 
7
 
331

2014
 
10.55
-
18.94
 
1,688

 
9,547

 
8
 
597

2015
 
21.47
-
25.24
 
590

 
5,357

 
9
 
119

2016
 
18.79
-
19.89
 
486

 
3,396

 
10
 

Total
 
 
 
 
 
5,176

 
$
25,942

 
 

2,704


Restricted Stock Awards
The Company granted 299, 323 and 56 restricted stock awards during the years ended December 31, 2016, 2015 and 2014, respectively. All awards were granted 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:
 
Non-Vested Restricted Awards
 
Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014
460

 
$
14.34

Granted
56

 
17.75

Vested
(130
)
 
13.38

Forfeited
(20
)
 
15.12

Nonvested at December 31, 2014
366

 
$
15.15

Granted
323

 
22.99

Vested
(234
)
 
17.36

Forfeited
(30
)
 
16.81

Nonvested at December 31, 2015
425

 
$
19.79

Granted
299

 
20.55

Vested
(279
)
 
19.58

Forfeited
(16
)
 
20.85

Nonvested at December 31, 2016
429

 
$
20.42



During the year ended December 31, 2016, the Company granted 32 automatic quarterly stock awards to non-employee directors for their service on the Company'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
 
2014
Share-based compensation expense related to stock options
$
4,793

 
$
4,164

 
$
3,134

Share-based compensation expense related to restricted stock awards
2,371

 
1,931

 
1,657

Share-based compensation expense related to stock awards to non-employee directors
612

 
582

 
399

Total
$
7,776

 
$
6,677

 
$
5,190



For the year ended December 31, 2016, 2015 and 2014, the Company expensed $612, $582 and $399, respectively, in share-based compensation related to the 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 and unvested restricted stock awards, respectively, that were outstanding as of December 31, 2016. Future share-based compensation expense will be recognized over 3.1 and 3.4 weighted average years for unvested options and restricted stock awards, respectively. There were 2,472 unvested and outstanding options at December 31, 2016, of which 2,333 are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest at December 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 2014 is as follows:
 
 
December 31,
Options
 
2016
 
2015
 
2014
Outstanding
 
$
55,610

 
$
67,508

 
$
75,689

Vested
 
38,101

 
41,128

 
38,811

Expected to vest
 
15,983

 
23,508

 
31,160

Exercisable
 
9,199

 
8,709

 
10,496


The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options.
Equity Instrument Denominated in the Shares of a Subsidiary
On May 26, 2016, the Company implemented a management equity plan and granted stock options and restricted stock awards of a subsidiary of the Company to employees and management of that subsidiary (Subsidiary Equity Plan). These awards generally vest over a period of five years or upon the occurrence 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. The awards 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 the stock 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 a corresponding adjustment to noncontrolling interests. The grant value was determined based on an independent valuation of the subsidiary shares. For the year ended December 31, 2016, the Company expensed $1,325 in share-based compensation related to the Subsidiary Equity Plan. There was no expense incurred for the 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 and unvested 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 second quarter of 2016.
XML 40 R26.htm IDEA: XBRL DOCUMENT v3.6.0.2
Leases
12 Months Ended
Dec. 31, 2016
Leases [Abstract]  
Leases of Lessee Disclosure [Text Block]
LEASES
The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 93 affiliated skilled nursing, assisted living and independent living facilities used in the Company’s operations under eight “triple-net” master lease agreements (collectively, the Master Leases), which ranges from 12 to 19 years. 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 and conditions. The extension 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 and being 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 expiration of 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 Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment 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) the percentage 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) all impositions 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 or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. Total rent expense under the Master Leases was approximately $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 and conditions. 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 then subject 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 overall ability to serve the residents in surrounding counties after careful consideration and some clinical survey challenges. As part of this closure, the Company entered into 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 licenses free and clear of the applicable 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 on the Company's lease coverage ratios under the Master Leases. The Company recorded a continued obligation liability under the lease and related closing expenses of $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 affected facility 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 lease terms 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 annual escalation equal to the percentage change in the Consumer Price Index with a stated cap percentage. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years. Most of these leases contain renewal options, certain of which involve rent increases. 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
 
Amount
2017
 
137,247

2018
 
140,211

2019
 
139,851

2020
 
139,191

2021
 
138,498

Thereafter
 
1,145,188

 
 
$
1,840,186


Twenty-two of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under five separate 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 same master 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 master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to 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 the facility 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 individual facility 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 to trigger a technical default with respect to others, potentially subjecting certain leases and facilities to the various remedies available to the landlords under separate but cross-defaulted leases. The Company is not aware of any defaults as of December 31, 2016.
XML 41 R27.htm IDEA: XBRL DOCUMENT v3.6.0.2
Divestitures
12 Months Ended
Dec. 31, 2016
Divestitures [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
DIVESTITURES

In 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 Company recognized 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 primary beneficiary and the variable interest entities associated with the urgent care operations was deconsolidated from the Company's consolidated financial statements as of December 31, 2016. At deconsolidation, the Company eliminated intercompany balances that previously existed.  The sale of this investment supports the Company'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 the Company’s operations and financial results.
XML 42 R28.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
COMMITMENTS AND CONTINGENCIES
Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion 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 to providers of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.
Indemnities — From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s balance sheets 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 the Company'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. The defense 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 and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis 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 Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company could face increased scrutiny, 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 significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a FCA violation can occur without any affirmative fraudulent action or statement, as long as it is knowingly improper. In addition, 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 routinely subjected to varying types of claims. One particular type of suit arises from alleged violations of state-established minimum staffing requirements for skilled nursing facilities. Failure to meet these requirements can, among other things, jeopardize a facility's compliance with conditions of participation under certain state and 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 award against 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.
The Company has in the past been subject to class action litigation involving claims of alleged violations of regulatory requirements related to staffing. While the Company has been able to settle these claims without a material ongoing adverse effect on its business, future claims could be brought that may materially affect its business, financial condition and results of operations. Other claims and suits, including class actions, continue to be filed against the Company and other companies 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 their prosecution 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 is currently involved in, class action litigation alleging violations of state and federal wage and hour law. The Company does not believe that the ultimate resolution of 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 the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company’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 liability lawsuit 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 financial statements during the year ended December 31, 2016. Further, another one of the Company’s independent operating entities was sued on allegations of professional negligence, which the claim was recently settled. The Company estimated that the costs associated with the settlement of this second matter will be approximately $2,800, which was recorded in the consolidated financial statements during the year ended December 31, 2016. The Company does not expect that there will be any material ongoing adverse effect on the Company's business, financial condition or results of operations in connection with the resolution of these matters.

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 its operating subsidiaries are subjected to, alleged to be liable for, or agrees to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar State and Federal statutes and related regulations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its subsidiaries 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 year ended December 31, 2016, eighteen of the Company's operating subsidiaries have been subject to probe reviews, both pre- and post-payment. Twelve of these reviews have successfully closed as of December 31, 2016. The Company anticipates that these probe reviews will increase in frequency in the future. If a facility fails 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 billing in 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, which received the final approval of the Office of Inspector General-HHS and the United States District Court for the Central District of California. Pursuant to the Settlement Agreement, the Company made a single lump-sum remittance to the government in the amount of $48,000 in October 2013. The Company has denied engaging 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 the uncertainty 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 the Office of Inspector General-HHS. The CIA acknowledges the existence of the Company’s 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 the Company continue during the term of the CIA to maintain a program 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 ongoing government investigation or legal proceeding involving an allegation that the Company has committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider a probable 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. The Company is also required to retain an Independent Review Organization (IRO) to review certain clinical documentation 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 healthcare programs 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 be excluded from participation in federal healthcare programs and/or subject to prosecution.

Concentrations
Credit Risk — The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s receivables from Medicare and Medicaid payor programs accounted for approximately 58.6% and 58.8% of its total accounts receivable as of December 31, 2016 and 2015, respectively. Revenue from reimbursement under 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.
Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of February 6, 2017, the Company had approximately $2,500 in uninsured cash deposits. All uninsured bank deposits are held at high quality credit institutions.
XML 43 R29.htm IDEA: XBRL DOCUMENT v3.6.0.2
Self-Insurance Reserves
12 Months Ended
Dec. 31, 2016
Self-Insurance Reserves [Abstract]  
Insurance Disclosure [Text Block]
SELF INSURANCE RESERVES

 
The following table represents activity in our insurance reserves as of and for the years ended December 31, 2016 and 2015:
 
 
General and Professional Liability
 
 
 
 
 
 
 
 
Workers' Compensation
 
 
 
 
 
 
 
Health
 
Total
Balance January 1, 2015
30,401

 
15,758

 
3,801

 
$
49,960

Current year provisions
12,528

 
12,508

 
15,921

 
40,957

Claims paid and direct expenses
(11,911
)
 
(8,822
)
 
(14,648
)
 
(35,381
)
Change in long-term insurance losses recoverable
(308
)
 
775

 

 
467

Balance December 31, 2015
30,710

 
20,219

 
5,074

 
56,003

Current year provisions
23,149

 
12,887

 
38,151

 
74,187

Claims paid and direct expenses
(18,186
)
 
(10,290
)
 
(37,586
)
 
(66,062
)
Change in long-term insurance losses recoverable
637

 
586

 

 
1,223

Balance December 31, 2016
$
36,310

 
$
23,402

 
$
5,639

 
$
65,351


 
 
Included in long-term insurance losses recoverable as of December 31, 2016 and 2015, are anticipated insurance recoveries related to the Company's general and professional liability claims that are recorded on a gross rather than net basis in accordance with GAAP.
XML 44 R30.htm IDEA: XBRL DOCUMENT v3.6.0.2
Defined Contribution Plan
12 Months Ended
Dec. 31, 2016
Defined Contribution Plan [Abstract]  
Defined Contribution Plan Disclosures [Table Text Block]
DEFINED CONTRIBUTION PLAN

The 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 matching contributions 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.
XML 45 R31.htm IDEA: XBRL DOCUMENT v3.6.0.2
REIT Spin-Off
12 Months Ended
Dec. 31, 2015
REIT Spin-Off [Abstract]  
Proposed Spin-Off of Real Estate Assets Through a Real Estate Investment Trust (REIT) [Text Block]
SPIN-OFF OF REAL ESTATE ASSETS THROUGH A REAL ESTATE INVESTMENT TRUST
On June 1, 2014, the Company completed its plan to separate into two separate publicly traded companies by creating a newly formed, publicly traded real estate investment trust (REIT), known as CareTrust REIT, Inc. (CareTrust), through a tax free spin-off (the Spin-Off). The Company effected the Spin-Off by distributing 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, the record 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 will qualify as a tax-free transaction for U.S. federal income tax purposes. The private letter ruling relies on certain facts, representations, assumptions and undertakings.
Prior to the Spin-Off, the Company entered into a Separation and Distribution Agreement with CareTrust, setting forth the mechanics of the Spin-Off, certain organizational 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 debt financing (the Bond). CareTrust also entered into the Fifth Amended and Restated Loan Agreement, with General Electric Capital Corporation (GECC), which consisted 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 assumed by 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 outstanding debt. 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 as non-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 Company intended 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 to CareTrust 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 the independent living operations at two locations, resulting in a total of 122 affiliated facilities. In connection with the Spin-Off, the Company contributed to CareTrust the assets and liabilities associated with 94 real property and three independent living facilities that CareTrust now operates and that were previously owned by the Company. The results of the three independent living facilities that were transferred to CareTrust in connection with the Spin-Off were not material to 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 their historical carrying values, which were as follows:
Cash and cash equivalents
 
$
78,731

Other current assets
 
34

Property and equipment, net
 
421,846

Deferred financing costs
 
11,088

Accounts 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
 
$
141,165


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 the Spin-Off. The Company leases the 94 real property facilities from CareTrust under eight “triple-net” master lease agreements (collectively, the Master Leases). The Company continues to operate the affiliated skilled nursing, assisted living and independent living facilities that are leased from CareTrust pursuant to the Master Leases. See Note 18, Leases for detail of the Master Leases arrangement. In addition, Christopher Christensen, the Company's Chief Executive Officer, served as a board 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 transaction costs associated with the Spin-Off of $9,026 for years ended December 31, 2014, which is included in general and administrative expenses within the consolidated statements of income.
XML 46 R32.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Level 2 (Policies)
12 Months Ended
Dec. 31, 2016
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation — The accompanying consolidated financial statements (Financial Statements) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or shareholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing and assisted living operations, home health, hospice and home care operations, urgent care centers and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to The Ensign Group, 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 and the 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 a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impact" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. The Company's relationship with variable interest entities 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 of discontinued 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 [Text Block]
Reclassifications - Prior period results reflect reclassifications, for comparative purposes, related to the early adoption of authoritative guidance for the presentation of deferred taxes. Deferred tax assets have been presented on the balance sheets as a non-current asset for all periods presented. Historically, these assets were classified as either current or non-current assets, as applicable.
Use of Estimates, Policy [Policy Text Block]
Estimates and Assumptions — The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Financial Statements relate to revenue, allowance for doubtful accounts, intangible assets and goodwill, impairment of long-lived assets, general and professional liability, workers' compensation and healthcare claims included in accrued self-insurance liabilities and income taxes. Actual results could differ from those estimates.
Fair Value of Financial Instruments, Policy [Policy Text Block]
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 values approximate fair values because of their nature or respective short durations.
Revenue Recognition, Sales of Services [Policy Text Block]
Revenue Recognition — The Company recognizes revenue when the following four conditions have been met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or service has been rendered; (iii) the price is fixed or determinable; and (iv) collection is reasonably assured. The Company's revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to the individual. For reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-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 their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement. The Company recorded adjustments to revenue which were 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 Revenue
The Company’s revenue is derived primarily from providing long-term healthcare services to patients and is recognized on the date services are provided at amounts 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 Revenue
The Company's revenue is recorded when services are rendered on the date services are provided at amounts billable to individual residents and consists of fees 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 patients under reimbursement 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 Revenue
Medicare Revenue
Net service revenue is recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on 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 number of 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 before completing 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 the Medicare 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, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net 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, the Company also recognizes a portion of revenue associated with episodes in progress. Episodes in progress 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 estimates revenue 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 Revenue
Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other 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 Revenue
Revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are daily rates for each of the levels of care the Company delivers. The Company makes adjustments to revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company records these adjustments as a reduction to revenue and increases other accrued liabilities.
Trade and Other Accounts Receivable, Policy [Policy Text Block]
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 is probable 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 collection patterns, the composition of patient accounts by payor type and the status of ongoing disputes with third-party payors. On an annual basis, the historical collection percentages are reviewed by payor and by state and are updated to reflect the recent collection experience of the Company. In order to determine the appropriate reserve rate percentages which ultimately establish the allowance, the Company analyzes historical cash collection patterns by payor and by state. The percentages applied to the aged receivable balances are based on the Company’s historical experience and time limits, if any, for managed care, Medicare, Medicaid and other payors. The Company periodically refines its estimates of the allowance for doubtful accounts based on experience with the estimation process and changes in circumstances.
Cash and Cash Equivalents, Policy [Policy Text Block]
Cash and Cash Equivalents Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original 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. The Company places its cash and short-term investments with high credit quality financial institutions.
Insurance Subsidiary Deposits and Investments [Policy Text Block]
Insurance Subsidiary Deposits and Investments — The Company's captive insurance subsidiary cash and cash equivalents, deposits and investments are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB+ rated debt security investments 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, Plant and Equipment, Policy [Policy Text Block]
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). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]
Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying 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 of the 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 of 2016. The Company did not record impairment charges during the years ended December 31, 2015 and 2014.
Goodwill and Intangible Assets, Policy [Policy Text Block]
Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of favorable leases, lease acquisition costs, patient base, facility trade names and customer relationships. Favorable leases and lease acquisition costs are amortized over the life of the lease of the facility. Patient base is amortized over a 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. Trade names 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 intangible assets 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 not be recoverable.
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances change that would reduce the fair value of a reporting unit 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 [Policy Text Block]
Deferred Rent - Deferred rent represents rental expense, determined on a straight-line basis over the life of the related lease, in excess of actual rent payments.
Liability Reserve Estimate, Policy [Policy Text Block]
Self-Insurance — The Company is partially self-insured for general and professional liability up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location 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 an additional one-time deductible of $1,000 for California affiliated facilities and a separate, one-time, deductible of $750 for non-California facilities. For all California 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 all facilities 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 of Colorado. Beginning on January 1, 2017, the combined self-insured retention will be $500 per claim, subject to an additional one-time deductible of $750 for California 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 Washington for workers' compensation) are self-insured through the Captive, the related assets and liabilities of which are included in the accompanying consolidated balance sheets. The Captive is subject to certain statutory requirements as an insurance provider. These requirements include, but are not limited to, maintaining statutory capital. 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 of insured 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 this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and, effective February 1, 2011, the Company has purchased individual stop-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, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 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 of California, Texas and Washington, the Company has purchased insurance coverage that insures individual claims that exceed $350 per accident. In all states except 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 incurred but 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 the ultimate 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 liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance 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 process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include 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 to unpaid claims. The self-insured liabilities are based upon estimates, and while management 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 inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net 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 Tax, Policy [Policy Text Block]
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 of authoritative guidance for the presentation of deferred taxes. Historically, these assets were classified as either current or non-current assets, as applicable. There is no 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 assets and 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 certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ.
Noncontrolling Interest [Policy Text Block]
Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its consolidated statements of income and net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result 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 grants and other variables.
Lease, Policy [Policy Text Block]
Leases and Leasehold Improvements - At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating or capital lease. The Company records rent expense 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 rent expense is calculated from the date the 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 for establishing depreciable lives for buildings subject to lease and leasehold improvements, as well as the period over which the Company records straight-line rent expense.
New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal 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, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles 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 the formal 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 early adopted this guidance in the first quarter of fiscal year 2016, retrospectively. The Company has classified deferred tax amounts as non-current assets in the consolidated balance sheet for all periods presented. There was no effect on the consolidated statements of income or statement of cash flows. See the Consolidated 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 consolidated balance 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 year 2016. 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 substantial doubt 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 Company in 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 certain cash receipts and cash payments in the statement of cash flows. The new provisions target cash flow issues related to (i) debt prepayment or debt extinguishment costs, (ii) settlement of debt instruments with coupon rates that are insignificant relative to effective interest rates, (iii) contingent consideration payments made after 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) separately identifiable cash flows and application of the predominance principle. This guidance will be effective for fiscal years beginning after December 15, 2017, which will 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’s consolidated financial statements.

In April 2016, the FASB issued its standard to simplify several aspects the accounting for employee share-based payment transactions, which includes the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance will be effective for annual periods beginning after December 15, 2016, which will be the Company's fiscal year 2017, with early adoption permitted. The adoption of the guidance 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 revenue standard, which includes accounting implication related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance 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 guidance will 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 the new 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. The Company's evaluation of the adoption method and impact to the consolidated financial statements 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 leases recognize 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 the underlying 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, but with 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 months or 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 being recognized 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 its consolidated 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 impact certain aspects of recognition, measurement, presentation and disclosure requirements of financial instruments. Specifically, the guidance will (1) require equity investments to be measured at fair value with changes in fair value recognized in net income, (2) simplify the impairment assessment of equity investments without readily determinable fair values, (3) eliminate the requirement to disclose the method and assumptions used to estimate fair value for financial instruments measured at amortized cost, and (4) require separate presentation of financial assets and financial liabilities by measurement category. The guidance is effective for annual 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 this standard 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 a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new standard supersedes most current revenue recognition guidance, including industry-specific guidance, and may be applied retrospectively to each period presented (full retrospective method) or retrospectively with the cumulative effect recognized in beginning retained earnings as of the date of adoption (modified retrospective method). In July 2015, the FASB 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 be effective 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 fiscal year 2015, beginning with preliminary evaluation of the standard, and will continue by performing additional analysis of revenue streams and transactions for which the accounting may change 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 to identify performance obligations and significant judgments in measurement and recognition. The FASB has issued and may issue in the future, interpretive guidance, which may impact its evaluation, however the Company currently anticipates adopting the standard as of January 1, 2018, using the modified retrospective method.
XML 47 R33.htm IDEA: XBRL DOCUMENT v3.6.0.2
Computation of Net Income Per Common Share (Tables)
12 Months Ended
Dec. 31, 2016
COMPUTATION OF NET INCOME PER COMMON SHARE [Abstract]  
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block]
 
Year Ended December 31,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
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 share
50,555

 
50,316

 
44,682

Basic net income per common share attributable to The Ensign Group, Inc.
$
0.99

 
$
1.10

 
$
0.80

Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table Text Block]
 
Year Ended December 31,
 
2016

2015
 
2014
Numerator:
 
 
 
 
 
Net income
$
52,843

 
$
55,917

 
$
33,741

Less: net income (loss) attributable to noncontrolling interests
2,853

 
485

 
(2,209
)
Net income attributable to The Ensign Group, Inc.
$
49,990

 
$
55,432

 
$
35,950

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Weighted average common shares outstanding
50,555

 
50,316

 
44,682

Plus: incremental shares from assumed conversion (1)
1,578

 
1,894

 
1,508

Adjusted weighted average common shares outstanding
52,133

 
52,210

 
46,190

Diluted 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 years ended December 31, 2016, 2015 and 2014, respectively.
XML 48 R34.htm IDEA: XBRL DOCUMENT v3.6.0.2
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2016
Fair Value Disclosures [Abstract]  
Fair Value, Assets Measured on Recurring Basis [Table Text Block]
 
 
December 31,
 
 
2016
 
2015
 
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash and cash equivalents
 
$
57,706

 
$

 
$

 
$
41,569

 
$

 
$

XML 49 R35.htm IDEA: XBRL DOCUMENT v3.6.0.2
Revenue and Accounts Receivable (Tables)
12 Months Ended
Dec. 31, 2016
REVENUE AND ACCOUNTS RECEIVABLE [Abstract]  
Schedule of Revenue Sources, Health Care Organization [Table Text Block]
 
Year Ended December 31,
 
2016
 
2015
 
2014
 
Revenue
 
% of
Revenue
 
Revenue
 
% of
Revenue
 
Revenue
% of
Revenue
Medicaid
$
557,958

 
33.7
%
 
$
458,956

 
34.2
%
 
$
369,106

35.9
%
Medicare
477,019

 
28.8

 
395,503

 
29.5

 
313,144

30.5

Medicaid — skilled
87,517

 
5.3

 
71,905

 
5.4

 
51,157

5.0

Total Medicaid and Medicare
1,122,494

 
67.8

 
926,364

 
69.1

 
733,407

71.4

Managed care
265,508

 
16.0

 
206,770

 
15.4

 
145,796

14.2
%
Private and other payors(1)
266,862

 
16.2

 
208,692

 
15.5

 
148,203

14.4
%
Revenue
$
1,654,864

 
100.0
%
 
$
1,341,826

 
100.0
%
 
$
1,027,406

100.0
%

(1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.


Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
 
December 31,
 
2016
 
2015
Medicaid
$
111,031

 
$
90,677

Managed care
66,346

 
56,411

Medicare
55,500

 
49,970

Private and other payors
51,347

 
42,276

 
284,224

 
239,334

Less: allowance for doubtful accounts
(39,791
)
 
(30,308
)
Accounts receivable, net
$
244,433

 
$
209,026

XML 50 R36.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Segments (Tables)
12 Months Ended
Dec. 31, 2016
Segment Reporting [Abstract]  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]
 
 
Year Ended December 31, 2016
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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.

 
 
Year Ended December 31, 2015
 
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
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.
Schedule of Segment Reporting Information, by Segment [Table Text Block]
The following table sets forth selected financial data consolidated by business segment:
 
 
Year Ended December 31, 2016
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,374,803

 
$
123,636

 
$
115,813

 
$
40,612

 
 
 
$
1,654,864

Intersegment revenue (1)
 
2,929

 

 

 
2,184

 
(5,113
)
 

Total revenue
 
$
1,377,732

 
$
123,636

 
$
115,813

 
$
42,796

 
$
(5,113
)
 
$
1,654,864

Segment income (loss) (2)
 
$
118,118

 
$
11,701

 
$
16,571

 
$
(54,543
)
 
$

 
$
91,847

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
(6,029
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
85,818

Depreciation 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. General and 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 and related closing expenses of $7,935, including the present value of rental payments of approximately $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 and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
1,126,388


$
88,129


$
90,356


$
36,953

 
 
 
$
1,341,826

Intersegment revenue (1)
 
2,447

 
 
 

 
881

 
(3,328
)
 

Total revenue
 
$
1,128,835

 
$
88,129

 
$
90,356

 
$
37,834

 
$
(3,328
)
 
$
1,341,826

Segment income (loss) (2)
 
$
136,744

 
$
11,463

 
$
13,584

 
$
(68,709
)
 
$

 
$
93,082

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(1,983
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
91,099

Depreciation 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. General and administrative expense is included in "All Other" category.
 
 
Year Ended December 31, 2014
 
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Elimination
 
Total
Revenue from external customers
 
$
901,470


$
48,848


$
54,516


$
22,572

 
 
 
$
1,027,406

Intersegment revenue (1)
 
2,066

 
 
 

 
735

 
(2,801
)
 

Total revenue
 
$
903,536

 
$
48,848

 
$
54,516

 
$
23,307

 
$
(2,801
)
 
$
1,027,406

Segment income (loss) (2)
 
$
117,816

 
$
8,195

 
$
9,701

 
$
(62,788
)
 
$

 
$
72,924

Interest expense, net of interest income
 
 
 
 
 
 
 
 
 
 
 
$
(12,382
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
$
60,542

Depreciation 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. General and administrative expense is included in "All Other" category.
XML 51 R37.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
 
December 31,
 
2016
 
2015
 
2014
Land
$
1,054

 
$
12,811

 
$
10,314

Building and improvements
21,057

 
73,502

 
41,995

Equipment, furniture, and fixtures
8,265

 
4,612

 
2,933

Assembled occupancy
1,299

 
895

 
905

Definite-lived intangible assets
363

 
360

 
729

Goodwill
30,343

 
10,617

 
6,334

Favorable leases
393

 
10,901

 
28,680

Other indefinite-lived intangible assets
1,741

 
6,285

 
4,195

Other assets acquired, net of liabilities assumed
6

 
(18
)
 

    Total acquisitions
$
64,521

 
$
119,965

 
$
96,085

XML 52 R38.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Pro Forma (Tables)
12 Months Ended
Dec. 31, 2016
Business Acquisition, Pro Forma Information [Abstract]  
Business Acquisition, Pro Forma Information [Table Text Block]
 
December 31,
 
2016

2015
 
(Unaudited)
Revenue
$
1,725,063

 
$
1,524,371

Net income attributable to The Ensign Group, Inc.
48,992

 
54,790

Diluted net income per common share
$
0.94

 
$
1.05

XML 53 R39.htm IDEA: XBRL DOCUMENT v3.6.0.2
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2016
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment [Table Text Block]
 
December 31,
 
2016
 
2015
Land
$
47,565

 
$
41,451

Buildings and improvements
304,263

 
151,434

Equipment
153,170

 
114,752

Furniture and fixtures
6,931

 
5,504

Leasehold improvements
80,164

 
68,405

Construction in progress
2,441

 
781

 
594,534

 
382,327

Less: accumulated depreciation
(110,036
)
 
(82,694
)
Property and equipment, net
$
484,498

 
$
299,633

XML 54 R40.htm IDEA: XBRL DOCUMENT v3.6.0.2
Intangible Assets - Net (Tables)
12 Months Ended
Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Schedule of Finite-Lived Intangible Assets [Table Text Block]
 
 
Weighted Average Life (Years)
 
December 31,
 
 
 
2016
 
2015
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
Intangible Assets
 
 
 
 
Net
 
 
 
Net
Lease acquisition costs
 
24.7
 
$
483

 
$
(78
)
 
$
405

 
$
604

 
$
(577
)
 
$
27

Favorable leases
 
32.1
 
35,116

 
(4,589
)
 
30,527

 
43,248

 
(2,923
)
 
40,325

Assembled occupancy
 
0.0
 
1,897

 
(1,897
)
 

 
4,779

 
(4,476
)
 
303

Facility trade name
 
30.0
 
733

 
(269
)
 
464

 
733

 
(244
)
 
489

Customer relationships
 
18.5
 
4,933

 
(1,253
)
 
3,680

 
5,300

 
(1,013
)
 
4,287

Total
 
 
 
$
43,162

 
$
(8,086
)
 
$
35,076

 
$
54,664

 
$
(9,233
)
 
$
45,431

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
Year
Amount
2017
2,282

2018
2,282

2019
2,282

2020
1,573

2021
1,475

Thereafter
25,182

 
$
35,076

XML 55 R41.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Indefinite-Lived Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2016
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]  
Schedule of Goodwill [Table Text Block]
 
Goodwill
 
Transitional and Skilled Services
 
Assisted and Independent Living Services
 
Home Health and Hospice Services
 
All Other
 
Total
January 1, 2014
$
13,338

 
$
316

 
$
7,278

 
$
3,003

 
$
23,935

Impairments

 

 

 
$

 
$

Additions
883

 
1,440

 
3,651

 
$
360

 
6,334

December 31, 2014
$
14,221

 
$
1,756

 
$
10,929

 
$
3,363

 
$
30,269

Impairments

 

 

 
$

 
$

Additions

 
1,782

 
5,173

 
$
3,662

 
10,617

December 31, 2015
$
14,221

 
$
3,538

 
$
16,102

 
$
7,025

 
$
40,886

Less: Dispositions

 

 

 
$
(4,103
)
 
$
(4,103
)
Purchase price adjustment

 

 

 
(26
)
 
(26
)
Additions
26,415

 

 
1,799

 
2,129

 
30,343

December 31, 2016
$
40,636

 
$
3,538


$
17,901

 
$
5,025

 
$
67,100

Schedule of Acquired Indefinite-lived Intangible Assets by Major Class [Table Text Block]
 
December 31, 2016
 
December 31, 2015
Trade name
$
1,146

 
$
1,915

Medicare and Medicaid licenses
18,440

 
16,731

 
$
19,586

 
$
18,646

XML 56 R42.htm IDEA: XBRL DOCUMENT v3.6.0.2
Restricted and Other Assets (Tables)
12 Months Ended
Dec. 31, 2016
Other Assets [Abstract]  
Schedule of Other Assets [Table Text Block]
 
December 31,
 
2016

2015
Debt issuance costs, net
$
3,611

 
$
2,021

Long-term insurance losses recoverable asset
4,104

 
2,881

Deposits with landlords
3,526

 
3,969

Capital improvement reserves with landlords and lenders
673

 
760

Note receivable from sale of urgent care centers
700

 

Restricted and other assets
$
12,614

 
$
9,631

XML 57 R43.htm IDEA: XBRL DOCUMENT v3.6.0.2
Other Accrued Liabilities (Tables)
12 Months Ended
Dec. 31, 2016
Accrued Liabilities [Abstract]  
Schedule of Accrued Liabilities [Table Text Block]
 
December 31,
 
2016

2015
Quality assurance fee
$
4,604

 
$
6,120

Refunds payable
18,368

 
13,252

Deferred revenue
6,994

 
6,696

Cash held in trust for patients
2,373

 
3,016

Resident deposits
6,099

 
5,884

Dividends payable
2,186

 
2,072

Property taxes
9,130

 
4,230

Charges related to operational closure
1,972

 

Other
7,037

 
4,935

Other accrued liabilities
$
58,763

 
$
46,205

XML 58 R44.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes Income Taxes (Tables)
12 Months Ended
Dec. 31, 2016
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
 
Year Ended December 31,
 
2016
 
2015
 
2014
Current:
 
 
 
 
 
Federal
$
30,043

 
$
28,149

 
$
25,490

State
5,183

 
5,761

 
4,405

 
35,226

 
33,910

 
29,895

Deferred:
 
 
 
 
 
Federal
(1,034
)
 
2,026

 
(2,438
)
State
(1,217
)
 
(754
)
 
(656
)
 
(2,251
)
 
1,272

 
(3,094
)
Total
$
32,975

 
$
35,182

 
$
26,801

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
 
December 31,
 
2016
 
2015
 
2014
Income tax expense at statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes - net of federal benefit
3.0

 
3.6

 
4.0

Non-deductible expenses
0.9

 
0.6

 
0.6

Non-deductible transaction costs

 

 
5.2

Other adjustments
(0.5
)
 
(0.6
)
 
(0.4
)
Total income tax provision
38.4
 %
 
38.6
 %
 
44.4
 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
 
December 31,
 
2016
 
2015
Deferred tax assets (liabilities):
 
 
 
Accrued expenses
$
21,732

 
$
18,957

Allowance for doubtful accounts
15,956

 
12,313

Tax credits
3,461

 
3,439

Insurance
7,333

 
5,814

Total deferred tax assets
48,482

 
40,523

State 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

 
$
20,852

XML 59 R45.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt (Tables)
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments [Table Text Block]
 
December 31,
 
2016
 
2015
Term loan with SunTrust, interest payable quarterly
$
148,125

 
$

Credit facility with SunTrust
122,000

 
85,000

Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate
14,032

 
14,671

 
284,157

 
99,671

Less current maturities
(8,129
)
 
(620
)
Less debt issuance costs
(542
)
 

 
$
275,486

 
$
99,051

XML 60 R46.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards (Tables)
12 Months Ended
Dec. 31, 2016
Options and Awards [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
The Company used the following 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 Average Volatility
 
Weighted Average Dividend Yield
2016
 
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%


Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block]
Grant Year
 
Granted
 
Weighted Average Exercise Price
 
Weighted Average Fair Value of Options
2016
 
497

 
$
19.43

 
$
7.00

2015
 
637

 
$
23.27

 
$
9.08

2014
 
2,058

 
$
12.68

 
$
5.66

Schedule of Common Stock Outstanding Roll Forward [Table Text Block]
 
Number of
Options
Outstanding
 
Weighted
Average
Exercise Price
 
Number of
Options Vested
 
Weighted
Average
Exercise Price
of Options
Vested
January 1, 2014
4,580

 
$
5.65

 
2,498

 
$
3.88

Granted
2,058

 
12.68

 
 
 
 
Forfeited
(128
)
 
8.14

 
 
 
 
Exercised
(978
)
 
3.93

 
 
 
 
December 31, 2014
5,532

 
$
8.51

 
2,218

 
$
4.70

Granted
637


23.27

 
 
 
 
Forfeited
(233
)

12.55

 
 
 
 
Exercised
(488
)

5.20

 
 
 
 
December 31, 2015
5,448

 
$
10.36

 
2,526

 
$
6.35

Granted
497

 
19.43

 
 
 
 
Forfeited
(127
)
 
14.46

 
 
 
 
Exercised
(642
)
 
6.47

 
 
 
 
December 31, 2016
5,176

 
$
11.62

 
2,704

 
$
8.18

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options Vested
 
 
Stock Options Outstanding
 
 
 
 
 
Number Outstanding
 
Black-Scholes Fair Value
 
Remaining Contractual Life (Years)
 
Vested and Exercisable
Year of Grant
 
Exercise Price
 
 
 
 
2008
 
2.56
-
4.06
 
415

 
$
618

 
2
 
415

2009
 
4.06
-
4.56
 
542

 
1,162

 
3
 
542

2010
 
4.77
-
4.96
 
143

 
347

 
4
 
143

2011
 
5.90
-
7.99
 
167

 
567

 
5
 
167

2012
 
6.56
-
7.96
 
528

 
1,952

 
6
 
390

2013
 
7.98
-
11.49
 
617

 
2,996

 
7
 
331

2014
 
10.55
-
18.94
 
1,688

 
9,547

 
8
 
597

2015
 
21.47
-
25.24
 
590

 
5,357

 
9
 
119

2016
 
18.79
-
19.89
 
486

 
3,396

 
10
 

Total
 
 
 
 
 
5,176

 
$
25,942

 
 

2,704

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]
 
Non-Vested Restricted Awards
 
Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014
460

 
$
14.34

Granted
56

 
17.75

Vested
(130
)
 
13.38

Forfeited
(20
)
 
15.12

Nonvested at December 31, 2014
366

 
$
15.15

Granted
323

 
22.99

Vested
(234
)
 
17.36

Forfeited
(30
)
 
16.81

Nonvested at December 31, 2015
425

 
$
19.79

Granted
299

 
20.55

Vested
(279
)
 
19.58

Forfeited
(16
)
 
20.85

Nonvested at December 31, 2016
429

 
$
20.42

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]
 
Year Ended December 31,
 
2016
 
2015
 
2014
Share-based compensation expense related to stock options
$
4,793

 
$
4,164

 
$
3,134

Share-based compensation expense related to restricted stock awards
2,371

 
1,931

 
1,657

Share-based compensation expense related to stock awards to non-employee directors
612

 
582

 
399

Total
$
7,776

 
$
6,677

 
$
5,190

Share-based Compensation, Schedule of Intrisice Values by Option Category [Table Text Block]
 
 
December 31,
Options
 
2016
 
2015
 
2014
Outstanding
 
$
55,610

 
$
67,508

 
$
75,689

Vested
 
38,101

 
41,128

 
38,811

Expected to vest
 
15,983

 
23,508

 
31,160

Exercisable
 
9,199

 
8,709

 
10,496

XML 61 R47.htm IDEA: XBRL DOCUMENT v3.6.0.2
Leases (Tables)
12 Months Ended
Dec. 31, 2016
Leases [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
Year
 
Amount
2017
 
137,247

2018
 
140,211

2019
 
139,851

2020
 
139,191

2021
 
138,498

Thereafter
 
1,145,188

 
 
$
1,840,186

XML 62 R48.htm IDEA: XBRL DOCUMENT v3.6.0.2
Self-Insurance Reserves (Tables)
12 Months Ended
Dec. 31, 2016
Self-Insurance Reserves [Abstract]  
Self-Insurance Reserves [Table Text Block]
 
General and Professional Liability
 
 
 
 
 
 
 
 
Workers' Compensation
 
 
 
 
 
 
 
Health
 
Total
Balance January 1, 2015
30,401

 
15,758

 
3,801

 
$
49,960

Current year provisions
12,528

 
12,508

 
15,921

 
40,957

Claims paid and direct expenses
(11,911
)
 
(8,822
)
 
(14,648
)
 
(35,381
)
Change in long-term insurance losses recoverable
(308
)
 
775

 

 
467

Balance December 31, 2015
30,710

 
20,219

 
5,074

 
56,003

Current year provisions
23,149

 
12,887

 
38,151

 
74,187

Claims paid and direct expenses
(18,186
)
 
(10,290
)
 
(37,586
)
 
(66,062
)
Change in long-term insurance losses recoverable
637

 
586

 

 
1,223

Balance December 31, 2016
$
36,310

 
$
23,402

 
$
5,639

 
$
65,351

XML 63 R49.htm IDEA: XBRL DOCUMENT v3.6.0.2
REIT Spin-Off (Tables)
12 Months Ended
Dec. 31, 2015
REIT Spin-Off [Abstract]  
REIT Spin-Off Transaction Summary [Table Text Block]
Cash and cash equivalents
 
$
78,731

Other current assets
 
34

Property and equipment, net
 
421,846

Deferred financing costs
 
11,088

Accounts 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
 
$
141,165

XML 64 R50.htm IDEA: XBRL DOCUMENT v3.6.0.2
Description of Business (Details)
Dec. 31, 2016
business
Beds
facilities
Dec. 31, 2015
facilities
Skilled nursing, assisted living and independent living facilities [Abstract]    
Number of Real Estate Properties 50 32
Number of Real Estate Properties Leased 160 154
Number of Real Estate Properties Leased with an Option to Purchase 9 20
Number of Real Estate Properties Operated 210 186
Home Health, Hospice and Home Care Operations | business 39  
Operational Skilled Nursing Beds | Beds 17,700  
Operational Skilled Nursing, Assisted Living and Independent Living Beds [Abstract]    
Operational Skilled Nursing, Assisted Living and Independent Living Beds | Beds 4,450  
XML 65 R51.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Divestiture (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Sale Price from Divestiture of Businesses $ 41,492
XML 66 R52.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Revenue and Accounts Receivable (Details)
12 Months Ended
Dec. 31, 2016
Rate
Dec. 31, 2015
Rate
Dec. 31, 2014
Rate
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
% of Revenue 100.00% 100.00% 100.00%
Total Medicaid and Medicare      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
% of Revenue 67.80% 69.10% 71.40%
XML 67 R53.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Impairment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Impairment of Long-Lived Assets, Held-for-use [Abstract]    
Impairment of Long-Lived Assets Held-for-use $ 137 $ 0
XML 68 R54.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Self Insurance Liabilities (Details) - General and Professional Liability Insurance [Member] - USD ($)
$ in Thousands
Jan. 01, 2017
Dec. 31, 2016
Self-insurance retention per claim [Member] | Parent Company [Member]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve $ 500  
Aggregate Deductible [Member] | Parent Company [Member] | CALIFORNIA    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   $ 1,000
Aggregate Deductible [Member] | Parent Company [Member] | Non-California [Domain]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve 1,000 750
Per Occurence [Member] | Third-Party Payor [Member] | CALIFORNIA    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   1,000
Per Occurence [Member] | Third-Party Payor [Member] | COLORADO    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   1,000
Per Occurence [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   1,000
Per Facility [Member] | Third-Party Payor [Member] | CALIFORNIA    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   3,000
Per Facility [Member] | Third-Party Payor [Member] | COLORADO    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   3,000
Per Facility [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   3,000
Blanket Aggregate [Member] | Third-Party Payor [Member] | CALIFORNIA    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   5,000
Blanket Aggregate [Member] | Third-Party Payor [Member] | All States Accept Colorado [Domain]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve   $ 5,000
Subsequent Event [Member] | Aggregate Deductible [Member] | Parent Company [Member] | CALIFORNIA    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Self Insurance Reserve $ 750  
XML 69 R55.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Self-Insurance General and Professional (Details) - Third-Party Payor [Member] - All States Accept Colorado [Domain] - General and Professional Liability Insurance [Member]
$ in Thousands
Dec. 31, 2016
USD ($)
Blanket Aggregate [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 5,000
Per Facility [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve 3,000
Per Occurence [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 1,000
XML 70 R56.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Self-Insurance Workers' Compensation (Details) - Workers' Compensation [Member]
$ in Thousands
Dec. 31, 2016
USD ($)
Stop-Loss Insurance limit per claim [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 500
Stop-Loss Insurance limit per claim [Member] | TEXAS  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve 750
Loss-Sensitive limit per claim [Member] [Member] | Other states, except California, Texas and Washington [Domain]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 350
XML 71 R57.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Self Insurance Recoveries (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Liability for Claims and Claims Adjustment Expense [Line Items]    
Long-term insurance losses recoverable asset $ 4,104 $ 2,881
General and Professional Liability Insurance [Member]    
Liability for Claims and Claims Adjustment Expense [Line Items]    
Long-term insurance losses recoverable asset $ 4,104 $ 2,881
XML 72 R58.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies Self-Insurance Health Insurance (Details) - Health Liability Insurance [Member]
$ in Thousands
Dec. 31, 2016
USD ($)
Stop-Loss Insurance limit per claim [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 300
Stop Loss Deductible [Member]  
Liability for Claims and Claims Adjustment Expense [Line Items]  
Self Insurance Reserve $ 75
XML 73 R59.htm IDEA: XBRL DOCUMENT v3.6.0.2
Common Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Feb. 24, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Nov. 04, 2015
Feb. 18, 2015
Feb. 09, 2015
Common Stock Transactions [Line Items]              
Payments of underwriter discounts and commissions   $ 0 $ (5,961) $ 0      
Proceeds from Issuance of Common Stock   0 112,078 0      
Repurchase of shares of common stock (Note 3)   $ (30,000) $ 0 $ 0      
Common stock, shares issued   52,787 51,918        
Common Stock [Member]              
Common Stock Transactions [Line Items]              
Shares Issued, Price Per Share             $ 20.50
Payments of underwriter discounts and commissions $ 5,604            
Common stock issued in an offering           5,467  
Proceeds from Issuance of Common Stock $ 106,474            
Other issuance costs in an offering           $ 357  
Proceeds from stock issuance used to pay debt     $ 94,000        
Common stock, shares issued             5,000
Additional Common Stock to be Issued in an Offering             750
Common Stock [Member]              
Common Stock Transactions [Line Items]              
Stock Repurchase Program, Authorized Amount         $ 15,000    
Stock Repurchased During Period, Shares   1,452          
Repurchase of shares of common stock (Note 3)   $ (30,000)          
XML 74 R60.htm IDEA: XBRL DOCUMENT v3.6.0.2
Computation of Net Income Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Numerator:      
Net income $ 52,843 $ 55,917 $ 33,741
Less: net income (loss) attributable to noncontrolling interests 2,853 485 (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 share 50,555 50,316 44,682
Basic net income (loss) per common share:      
Basic net income per common share attributable to The Ensign Group, Inc. $ 0.99 $ 1.10 $ 0.80
Common Class A [Member]      
Denominator:      
Weighted average shares outstanding for basic net income per share 50,555 50,316 44,682
XML 75 R61.htm IDEA: XBRL DOCUMENT v3.6.0.2
Computation of Net Income Per Common Share Dilutive Table (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Numerator:      
Net income $ 52,843 $ 55,917 $ 33,741
Less: net income (loss) attributable to noncontrolling interests 2,853 485 (2,209)
Net income attributable to The Ensign Group, Inc. $ 49,990 $ 55,432 $ 35,950
Denominator:      
Basic 50,555 50,316 44,682
Adjusted weighted average common shares outstanding 52,133 52,210 46,190
Diluted net (loss) income per common share:      
Diluted net income per common share attributable to The Ensign Group, Inc. $ 0.96 $ 1.06 $ 0.78
Common Class A [Member]      
Denominator:      
Basic 50,555 50,316 44,682
Plus: incremental shares from assumed conversion (1) [1] 1,578 1,894 1,508
[1] (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 years ended December 31, 2016, 2015 and 2014, respectively.
XML 76 R62.htm IDEA: XBRL DOCUMENT v3.6.0.2
Computation of Net Income Per Common Share Antidilutive Shares (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Earnings Per Share, Diluted, Other Disclosures [Abstract]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 838 258 1,084
XML 77 R63.htm IDEA: XBRL DOCUMENT v3.6.0.2
Fair Value Measurements (Details) - Cash and cash equivalents - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Level 1    
Cash and cash equivalents $ 57,706 $ 41,569
Level 2    
Cash and cash equivalents 0 0
Level 3    
Cash and cash equivalents $ 0 $ 0
XML 78 R64.htm IDEA: XBRL DOCUMENT v3.6.0.2
Fair Value Measurements Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Domestic Corporate Debt Securities [Member]    
Schedule of Held-to-maturity Securities [Line Items]    
Held-to-maturity Securities $ 35,184 $ 34,717
XML 79 R65.htm IDEA: XBRL DOCUMENT v3.6.0.2
Revenue and Accounts Receivable Revenue YTD (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 1,654,864 $ 1,341,826 $ 1,027,406
Revenue by payor as a percent of total revenue 100.00% 100.00% 100.00%
Medicaid      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 557,958 $ 458,956 $ 369,106
Revenue by payor as a percent of total revenue 33.70% 34.20% 35.90%
Medicare      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 477,019 $ 395,503 $ 313,144
Revenue by payor as a percent of total revenue 28.80% 29.50% 30.50%
Medicaid — skilled      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 87,517 $ 71,905 $ 51,157
Revenue by payor as a percent of total revenue 5.30% 5.40% 5.00%
Total Medicaid and Medicare      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 1,122,494 $ 926,364 $ 733,407
Revenue by payor as a percent of total revenue 67.80% 69.10% 71.40%
Managed care      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue $ 265,508 $ 206,770 $ 145,796
Revenue by payor as a percent of total revenue 16.00% 15.40% 14.20%
Private and other payors(1)      
Health Care Organization, Receivable and Revenue Disclosures [Line Items]      
Revenue [1] $ 266,862 $ 208,692 $ 148,203
Revenue by payor as a percent of total revenue 16.20% 15.50% 14.40%
[1] (1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.
XML 80 R66.htm IDEA: XBRL DOCUMENT v3.6.0.2
Revenue and Accounts Receivable Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable, Gross $ 284,224 $ 239,334
Less: allowance for doubtful accounts (39,791) (30,308)
Accounts receivable, net 244,433 209,026
Medicaid    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable, Gross 111,031 90,677
Managed care    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable, Gross 66,346 56,411
Medicare    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable, Gross 55,500 49,970
Private and other payors    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable, Gross $ 51,347 $ 42,276
XML 81 R67.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Segments (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Segments
business
facilities
Segment Reporting Information [Line Items]  
Number of Reportable Segments | Segments 3
Traditional and Skilled Service Facilities | facilities 149
Traditional and Skilled Services and Assistant and Independent Living Campuses | facilities 21
Home Health, Hospice and Home Care Operations | business 39
Business Exit Costs | $ $ 7,935
Gain (Loss) on Contract Termination | $ 6,512
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]  
Segment Reporting Information [Line Items]  
Sale Price from Divestiture of Businesses | $ $ 41,492
Assisted Living and Independent Living Facility [Member] [Member]  
Segment Reporting Information [Line Items]  
Number of Units in Real Estate Property | facilities 40
XML 82 R68.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Segments Revenue by Segment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 1,654,864 $ 1,341,826 $ 1,027,406
Revenue by payor as a percent of total revenue 100.00% 100.00% 100.00%
TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 1,374,803 $ 1,126,388 $ 901,470
Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 123,636 88,129 48,848
Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 115,813 90,356 54,516
Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 40,612 36,953 22,572
Medicaid      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 557,958 $ 458,956 $ 369,106
Revenue by payor as a percent of total revenue 33.70% 34.20% 35.90%
Medicaid | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 521,063 $ 430,368 $ 352,271
Medicaid | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 26,397 19,642 11,590
Medicaid | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 10,498 8,946 5,245
Medicaid | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Medicare      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 477,019 $ 395,503 $ 313,144
Revenue by payor as a percent of total revenue 28.80% 29.50% 30.50%
Medicare | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 396,519 $ 332,429 $ 274,723
Medicare | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Medicare | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 80,500 63,074 38,421
Medicare | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Medicaid — skilled      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 87,517 $ 71,905 $ 51,157
Revenue by payor as a percent of total revenue 5.30% 5.40% 5.00%
Medicaid — skilled | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 87,517 $ 71,905 $ 51,157
Medicaid — skilled | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Medicaid — skilled | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Medicaid — skilled | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Total Medicaid and Medicare      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 1,122,494 $ 926,364 $ 733,407
Revenue by payor as a percent of total revenue 67.80% 69.10% 71.40%
Total Medicaid and Medicare | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 1,005,099 $ 834,702 $ 678,151
Total Medicaid and Medicare | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 26,397 19,642 11,590
Total Medicaid and Medicare | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 90,998 72,020 43,666
Total Medicaid and Medicare | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Managed care      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 265,508 $ 206,770 $ 145,796
Revenue by payor as a percent of total revenue 16.00% 15.40% 14.20%
Managed care | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 247,844 $ 194,743 $ 138,215
Managed care | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Managed care | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 17,664 12,027 7,581
Managed care | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 0 0 0
Private and other payors      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue [1] $ 266,862 $ 208,692 $ 148,203
Revenue by payor as a percent of total revenue 16.20% 15.50% 14.40%
Private and other payors | TSA Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 121,860 $ 96,943 $ 85,104
Private and other payors | Assisted and Independent Living Services Segment [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 97,239 68,487 37,258
Private and other payors | Home Health and Hospice Services      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 7,151 6,309 3,269
Private and other payors | Other Segments [Member]      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 40,612 $ 36,953 $ 22,572
[1] (1) Private and other payors also includes revenue from all payors generated in urgent care centers and other ancillary services.
XML 83 R69.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Segments Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information [Line Items]      
Revenue $ 1,654,864 $ 1,341,826 $ 1,027,406
Intersegment revenue (1) 0 0 0
Revenue including intersegment revenue 1,654,864 1,341,826 1,027,406
Segment income (loss) (2) 91,847 93,082 72,924
Interest expense, net of interest income (6,029) (1,983) (12,382)
Income before provision for income taxes 85,818 91,099 60,542
Depreciation and amortization 38,682 28,111 26,430
TSA Services      
Segment Reporting Information [Line Items]      
Revenue 1,374,803 1,126,388 901,470
Intersegment revenue (1) 2,929 2,447 2,066
Revenue including intersegment revenue 1,377,732 1,128,835 903,536
Segment income (loss) (2) 118,118 136,744 117,816
Depreciation and amortization 26,298 18,008 19,673
Assisted and Independent Living Services Segment [Member]      
Segment Reporting Information [Line Items]      
Revenue 123,636 88,129 48,848
Intersegment revenue (1) 0    
Revenue including intersegment revenue 123,636 88,129 48,848
Segment income (loss) (2) 11,701 11,463 8,195
Depreciation and amortization 4,157 3,338 1,996
Home Health and Hospice Services      
Segment Reporting Information [Line Items]      
Revenue 115,813 90,356 54,516
Intersegment revenue (1) 0 0 0
Revenue including intersegment revenue 115,813 90,356 54,516
Segment income (loss) (2) 16,571 13,584 9,701
Depreciation and amortization 924 980 539
Other Segments [Member]      
Segment Reporting Information [Line Items]      
Revenue 40,612 36,953 22,572
Intersegment revenue (1) 2,184 881 735
Revenue including intersegment revenue 42,796 37,834 23,307
Segment income (loss) (2) (54,543) (68,709) (62,788)
Depreciation and amortization 7,303 5,785 4,222
Elimination      
Segment Reporting Information [Line Items]      
Intersegment revenue (1) (5,113) (3,328) (2,801)
Revenue including intersegment revenue (5,113) (3,328) (2,801)
Segment income (loss) (2) 0 0 0
Depreciation and amortization $ 0 $ 0 $ 0
XML 84 R70.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions Acquisition Summary (Details)
$ in Thousands
12 Months Ended
Feb. 01, 2017
USD ($)
Beds
Operations
Dec. 31, 2016
USD ($)
Beds
facilities
Operations
Dec. 31, 2015
USD ($)
Beds
facilities
Operations
Dec. 31, 2014
USD ($)
Operations
Business Acquisition [Line Items]        
Payments to acquire leased assets | $   $ 120,935 $ 17,750 $ 7,938
Payments to Acquire Businesses, Net of Cash Acquired | $   $ 64,310 $ 110,802 $ 92,669
Operational Skilled Nursing Beds | Beds   17,700    
Operational Assisted Living Units | Beds   4,450    
Skilled Nursing Care Facilities and Assisted Living Operations [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired     50 21
Skilled nursing, assisted living and independent living facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   1    
621610 Home Health Care Services [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   2    
Hospice Agency [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   5    
Assisted Living Facility [Member]        
Business Acquisition [Line Items]        
Operational Assisted Living Units | Beds   142    
8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   18    
Payments to acquire leased assets | $     $ 23,998  
Operational Skilled Nursing Beds | Beds   463 2,580  
Home Health Care Services and Hospice Agencies [Member]        
Business Acquisition [Line Items]        
Payments to Acquire Businesses, Net of Cash Acquired | $   $ 64,521    
Skilled nursing, assisted living and independent living facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired | facilities   1 18  
8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired | facilities   2    
Assisted Living Facility [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   15    
Payments to acquire leased assets | $   $ 127,348    
8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired     3  
Assisted Living Facility [Member]        
Business Acquisition [Line Items]        
Operational Assisted Living Units | Beds   10    
8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Operational Skilled Nursing Beds | Beds   2,336    
8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired | facilities   16    
8051 Services, Skilled Nursing Care Facilities [Member] | 8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired   6    
Subsequent Event [Member] | Skilled Nursing Care Facilities and Assisted Living Operations [Member]        
Business Acquisition [Line Items]        
Number of Businesses Acquired 1      
Payments to Acquire Businesses, Net of Cash Acquired | $ $ 5,750      
Subsequent Event [Member] | Assisted Living Facility [Member]        
Business Acquisition [Line Items]        
Operational Assisted Living Units | Beds 9      
Subsequent Event [Member] | 8051 Services, Skilled Nursing Care Facilities [Member]        
Business Acquisition [Line Items]        
Operational Skilled Nursing Beds | Beds 124      
XML 85 R71.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions Prior Period Acquisitions (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Beds
facilities
Operations
Dec. 31, 2015
USD ($)
Beds
facilities
Operations
Dec. 31, 2014
USD ($)
Operations
Business Acquisition [Line Items]      
Payments to acquire leased assets $ 120,935 $ 17,750 $ 7,938
Payments to Acquire Businesses, Net of Cash Acquired $ 64,310 $ 110,802 $ 92,669
Operational Skilled Nursing Beds | Beds 17,700    
Skilled Nursing Care Facilities and Assisted Living Operations [Member]      
Business Acquisition [Line Items]      
Number of Businesses Acquired | Operations   50 21
8051 Services, Skilled Nursing Care Facilities [Member]      
Business Acquisition [Line Items]      
Payments to acquire leased assets   $ 23,998  
Number of Businesses Acquired | Operations 18    
Operational Skilled Nursing Beds | Beds 463 2,580  
Notes Issued   $ 6,248  
Home Health, Hospice Agencies and Home Care Services [Member]      
Business Acquisition [Line Items]      
Number of Businesses Acquired | Operations   7 9
Urgent Care Centers [Member]      
Business Acquisition [Line Items]      
Number of Businesses Acquired | Operations   3  
Skilled nursing, assisted living, home health, home care, hospice and urgent care [Member]      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Net of Cash Acquired   $ 119,965 $ 96,085
Liability Assumed, Refundable Deposits   $ 8,939  
Assisted Living and Independent Living Facility [Member] [Member]      
Business Acquisition [Line Items]      
Operational Assisted and Independent Living Beds | Beds   2,013  
Notes Payable to Banks [Member] | Collateralized Debt Obligations [Member]      
Business Acquisition [Line Items]      
Debt Instrument, Face Amount     $ 3,417
Skilled nursing, assisted living and independent living facilities [Member]      
Business Acquisition [Line Items]      
Number of Businesses Acquired | facilities 1 18  
Assisted Living Facility [Member]      
Business Acquisition [Line Items]      
Payments to acquire leased assets $ 127,348    
Number of Businesses Acquired | Operations 15    
8051 Services, Skilled Nursing Care Facilities [Member]      
Business Acquisition [Line Items]      
Number of Businesses Acquired | Operations   3  
XML 86 R72.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross $ 64,521 $ 119,965 $ 96,085
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net 6 (18) 0
Land      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 1,054 12,811 10,314
Building and improvements      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 21,057 73,502 41,995
Equipment, furniture, and fixtures      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 8,265 4,612 2,933
Assembled occupancy      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 1,299 895 905
Definite-lived intangible assets      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 363 360 729
Favorable leases      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 393 10,901 28,680
Goodwill      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross 30,343 10,617 6,334
Other indefinite-lived intangible assets      
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Gross $ 1,741 $ 6,285 $ 4,195
XML 87 R73.htm IDEA: XBRL DOCUMENT v3.6.0.2
Acquisitions - Pro Forma (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Business Acquisition, Pro Forma Information [Abstract]    
Revenue $ 1,725,063 $ 1,524,371
Net income attributable to The Ensign Group, Inc. $ 48,992 $ 54,790
Diluted net income per common share $ 0.94 $ 1.05
Business Acquisition, Pro Forma Revenue $ 70,199 $ 182,546
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual $ 997 $ 642
XML 88 R74.htm IDEA: XBRL DOCUMENT v3.6.0.2
Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]    
Property and equipment $ 594,534 $ 382,327
Less: accumulated depreciation (110,036) (82,694)
Property and equipment, net 484,498 299,633
Land    
Property, Plant and Equipment [Line Items]    
Property and equipment 47,565 41,451
Building and improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 304,263 151,434
Equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment 153,170 114,752
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment 6,931 5,504
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 80,164 68,405
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 2,441 $ 781
XML 89 R75.htm IDEA: XBRL DOCUMENT v3.6.0.2
Intangible Assets - Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount $ 43,162 $ 54,664  
Accumulated Amortization (8,086) (9,233)  
Net 35,076 45,431  
Amortization [Abstract]      
Amortization of Intangible Assets $ 4,634 3,824 $ 1,089
Lease acquisition costs      
Acquired Finite-Lived Intangible Assets [Line Items]      
Weighted Average Life (Years) 24 years 8 months    
Gross Carrying Amount $ 483 604  
Accumulated Amortization (78) (577)  
Net $ 405 27  
Favorable leases      
Acquired Finite-Lived Intangible Assets [Line Items]      
Weighted Average Life (Years) 32 years 1 month    
Gross Carrying Amount $ 35,116 43,248  
Accumulated Amortization (4,589) (2,923)  
Net $ 30,527 40,325  
Assembled occupancy      
Acquired Finite-Lived Intangible Assets [Line Items]      
Weighted Average Life (Years) 0 years    
Gross Carrying Amount $ 1,897 4,779  
Accumulated Amortization (1,897) (4,476)  
Net 0 303  
Amortization [Abstract]      
Amortization of Intangible Assets $ 1,602    
Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Weighted Average Life (Years) 30 years    
Gross Carrying Amount $ 733 733  
Accumulated Amortization (269) (244)  
Net $ 464 489  
Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Weighted Average Life (Years) 18 years 6 months    
Gross Carrying Amount $ 4,933 5,300  
Accumulated Amortization (1,253) (1,013)  
Net 3,680 $ 4,287  
Customer relationships | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Urgent Care Centers [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount 582    
Favorable leases | Assisted Living Facility [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount $ 7,190    
XML 90 R76.htm IDEA: XBRL DOCUMENT v3.6.0.2
Intangible Assets - Net Future Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2017 $ 2,282  
2018 2,282  
2019 2,282  
2020 1,573  
2021 1,475  
Thereafter 25,182  
Finite-Lived Intangible Assets, Net $ 35,076 $ 45,431
XML 91 R77.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Indefinite-Lived Intangible Assets Goodwill Rollforward (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Goodwill [Line Items]      
January 1 $ 40,886 $ 30,269 $ 23,935
Goodwill, Impairment Loss 0 0 0
Less: Dispositions (4,103)    
Purchase price adjustment (26)    
Additions 30,343 10,617 6,334
December 31 67,100 40,886 30,269
Transitional and Skilled Services Segment [Member]      
Goodwill [Line Items]      
January 1 14,221 14,221 13,338
Goodwill, Impairment Loss   0 0
Less: Dispositions 0    
Purchase price adjustment 0    
Additions 26,415 0 883
December 31 40,636 14,221 14,221
Assisted and Independent Living Services Segment [Member]      
Goodwill [Line Items]      
January 1 3,538 1,756 316
Goodwill, Impairment Loss   0 0
Less: Dispositions 0    
Purchase price adjustment 0    
Additions 0 1,782 1,440
December 31 3,538 3,538 1,756
Home Health and Hospice Services      
Goodwill [Line Items]      
January 1 16,102 10,929 7,278
Goodwill, Impairment Loss   0 0
Less: Dispositions 0    
Purchase price adjustment 0    
Additions 1,799 5,173 3,651
December 31 17,901 16,102 10,929
Other Segments [Member]      
Goodwill [Line Items]      
January 1 7,025 3,363 3,003
Goodwill, Impairment Loss   0 0
Less: Dispositions (4,103)    
Purchase price adjustment (26)    
Additions 2,129 3,662 360
December 31 5,025 7,025 3,363
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | All Other [Member]      
Goodwill [Line Items]      
Goodwill, Impairment Loss 0 $ 0 $ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Other Segments [Member]      
Goodwill [Line Items]      
Less: Dispositions $ 4,103    
XML 92 R78.htm IDEA: XBRL DOCUMENT v3.6.0.2
Goodwill and Other Indefinite-Lived Intangible Assets Indefinite-lived intangble assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles $ 19,586 $ 18,646
Home Health and Hospice Services | Trade name    
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles 1,146 1,915
Home Health and Hospice Services | Medicare and Medicaid licenses    
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles 18,440 $ 16,731
Indefinite-lived Intangible Assets Acquired 1,709  
Trade name | Medicare and Medicaid licenses    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived Intangible Assets Acquired 31  
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Trade name | Urgent Care Centers [Member]    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived Intangible Assets Acquired $ 800  
XML 93 R79.htm IDEA: XBRL DOCUMENT v3.6.0.2
Restricted and Other Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Other Assets [Abstract]    
Debt issuance costs, net $ 3,611 $ 2,021
Long-term insurance losses recoverable asset 4,104 2,881
Deposits with landlords 3,526 3,969
Capital improvement reserves with landlords and lenders 673 760
Note receivable from sale of urgent care centers 700 0
Restricted and other assets $ 12,614 $ 9,631
XML 94 R80.htm IDEA: XBRL DOCUMENT v3.6.0.2
Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Accrued Liabilities [Abstract]    
Quality assurance fee $ 4,604 $ 6,120
Refunds payable 18,368 13,252
Deferred revenue 6,994 6,696
Cash held in trust for patients 2,373 3,016
Resident deposits 6,099 5,884
Dividends payable 2,186 2,072
Property taxes 9,130 4,230
Charges related to operational closure 1,972 0
Other 7,037 4,935
Other accrued liabilities $ 58,763 $ 46,205
XML 95 R81.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes Income Tax Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]      
Currend Federal $ 30,043 $ 28,149 $ 25,490
Current State 5,183 5,761 4,405
Current Income Tax Expense 35,226 33,910 29,895
Deferred Federal (1,034) 2,026 (2,438)
Deferred State (1,217) (754) (656)
Deferred Income Tax Expense (2,251) 1,272 (3,094)
Provision for Income Taxes $ 32,975 $ 35,182 $ 26,801
XML 96 R82.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes Income Tax Rate Reconciliation (Details)
12 Months Ended
Dec. 31, 2016
Rate
Dec. 31, 2015
Rate
Dec. 31, 2014
Rate
Income tax expense at statutory rate 35.00% 35.00% 35.00%
State income taxes - net of federal benefit 3.00% 3.60% 4.00%
Non-deductible settlement costs 0.90% 0.60% 0.60%
Other adjustments (0.50%) (0.60%) (0.40%)
Total income tax provision 38.40% 38.60% 44.40%
Real Estate Investment Trust Spin-Off Transaction [Member]      
Non-deductible settlement costs 0.00% 0.00% 5.20%
XML 97 R83.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes Deferred Income Taxes (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]    
Accrued expenses $ 21,732 $ 18,957
Allowance for doubtful accounts 15,956 12,313
Tax credits 3,461 3,439
Insurance 7,333 5,814
Total deferred tax assets 48,482 40,523
State 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 $ 20,852
XML 98 R84.htm IDEA: XBRL DOCUMENT v3.6.0.2
Income Taxes Income Tax Other Disclosures (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Operating Loss Carryforwards [Line Items]    
Deferred Tax Assets, Tax Credit Carryforwards, General Business $ 3,430 $ 3,439
Domestic Tax Authority [Member]    
Operating Loss Carryforwards [Line Items]    
Operating Loss Carryforwards 0 4,389
State and Local Jurisdiction [Member]    
Operating Loss Carryforwards [Line Items]    
Operating Loss Carryforwards $ 67 $ 84
XML 99 R85.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Debt Instrument [Line Items]    
Long-term Debt, Gross $ 284,157 $ 99,671
Current maturities of long-term debt (8,129) (620)
Long Term Debt, net of Current Maturities and Debt Discount 275,486 99,051
SunTrust Bank [Member] | Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Credit facility with SunTrust 122,000 85,000
Second Amended Credit Facility [Member] | SunTrust Bank [Member] | Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Term loan with SunTrust, interest payable quarterly 148,125 0
Less debt issuance costs (542) 0
Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member]    
Debt Instrument [Line Items]    
Mortgage loans and promissory note, principal and interest payable monthly, interest at fixed rate $ 14,032 $ 14,671
XML 100 R86.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Additional Disclosures (Details)
$ in Thousands
12 Months Ended
Feb. 05, 2016
USD ($)
Rate
May 30, 2014
USD ($)
Rate
Dec. 31, 2016
USD ($)
Feb. 06, 2017
USD ($)
Jul. 19, 2016
USD ($)
Rate
Dec. 31, 2015
USD ($)
Rate
Jul. 01, 2015
Rate
Apr. 02, 2015
Rate
Collateralized Debt Obligations [Member] | Notes Payable to Banks [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Debt Instrument, Interest Rate, Stated Percentage | Rate           2.60%   5.30%
Collateralized Debt Obligations [Member] | Notes Payable, Other Payables [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Notes Payable     $ 14,032     $ 14,671    
Notes Payable, Current     629          
Notes Payable, Noncurrent     13,403          
Collateralized Debt Obligations [Member] | Mortgage Loans on Real Estate [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Prepayment penalty reduced rate | Rate             1.00%  
Secured Debt [Member] | Senior Debt Obligations [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Pledged Financial Instruments, Not Separately Reported, Securities for Letter of Credit Facilities     $ 2,310          
Minimum [Member] | Collateralized Debt Obligations [Member] | Mortgage Loans on Real Estate [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Debt Instrument, pre-payment fee reduction, term     3 years          
Debt Instrument, Term     12 years          
Maximum [Member] | Collateralized Debt Obligations [Member] | Mortgage Loans on Real Estate [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Debt Instrument, pre-payment fee reduction, term     11 years          
Debt Instrument, Term     33 years          
SunTrust Bank [Member] | Revolving Credit Facility [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Line of Credit Facility, Current Borrowing Capacity $ 250,000 $ 150,000            
Line of Credit Facility, Maximum Borrowing Capacity $ 150,000 $ 75,000            
Total Net Debt Ratio, Maximum 3.50              
EBITDA Ratio, Maximum 1.00              
Total Net Debt Ratio, Minimum 1.50              
EBITDA Ratio, Minimum 1.00              
Total Net Debt Ratio, Default 2.75 2.50            
EBITDA Ratio, Default 1.00 1.00            
Aggregate Revolving Commitment Percentage | Rate 10.00% 10.00%            
Total Net Debt Ratio, Cured 2.75 2.50            
EBITDA Ratio, Cured 1.00 1.00            
SunTrust Bank [Member] | Revolving Credit Facility [Member] | Second Amended Credit Facility [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Term Loan, Amount Outstanding, Current     $ 7,500          
Term Loan, Amount Outstanding, Noncurrent     140,625          
Line of Credit Facility, Current Borrowing Capacity         $ 450,000      
Long-term Line of Credit         300,000      
Term Loan, Borrowing Capacity         $ 150,000      
Line of Credit Facility, Interest Rate at Period End | Rate         5.00%      
Term Loan and Line of Credit Facility, Amount Outstanding     $ 270,125          
SunTrust Bank [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | Second Amended Credit Facility [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Term Loan and Line of Credit Facility, Amount Outstanding       $ 300,000        
SunTrust Bank [Member] | Revolving Credit Facility [Member] | Minimum [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Line of Credit Facility, Interest Rate, Additional Margin | Rate 0.75% 1.25%            
Line of Credit Facility, Interest Rate, LIBOR | Rate 1.75% 2.25%            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | Rate 0.30% 0.30%            
SunTrust Bank [Member] | Revolving Credit Facility [Member] | Maximum [Member]                
Long-Term Debt Additional Disclosures [Line Items]                
Line of Credit Facility, Interest Rate, Additional Margin | Rate 1.75% 2.25%            
Line of Credit Facility, Interest Rate, LIBOR | Rate 2.75% 3.25%            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | Rate 0.50% 0.50%            
XML 101 R87.htm IDEA: XBRL DOCUMENT v3.6.0.2
Debt Future Principal Obligations (Details)
$ in Thousands
Dec. 31, 2016
USD ($)
Debt Disclosure [Abstract]  
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months $ 8,129
Long-term Debt, Maturities, Repayments of Principal in Year Two 8,178
Long-term Debt, Maturities, Repayments of Principal in Year Three 8,208
Long-term Debt, Maturities, Repayments of Principal in Year Four 8,241
Long-term Debt, Maturities, Repayments of Principal in Year Five 240,900
Long-term Debt, Maturities, Repayments of Principal for Thereafter Five Years 10,501
Long-term Debt $ 284,157
XML 102 R88.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Lead Paragraphs (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Stock Issued or Granted During Period, Share-based Compensation [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 3,042    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Fair Value Assumptions, Forfeiture Rate 8.75%    
2001 Plan [Member]      
Stock Issued or Granted During Period, Share-based Compensation [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 643 638 638
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 3,960    
2005 Plan [Member]      
Stock Issued or Granted During Period, Share-based Compensation [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 294 294 294
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 1,000    
Share-Based Compensation Arrangement by Shared-Based Payment Award, Repurchased 1,000    
2007 Plan [Member]      
Stock Issued or Granted During Period, Share-based Compensation [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 2,105 1,740 1,534
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 2,000    
XML 103 R89.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Valuation Assumptions (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Fair Value Assumptions and Methodology      
Issuance of restricted stock to employees 299 323 56
Options Granted 497 637 2,058
Weighted Average Risk-Free Rate 1.38% 1.69% 1.82%
Expected Life 6 years 4 months 6 years 6 months 6 years 6 months
Weighted Average Volatility 38.00% 39.00% 46.00%
Weighted Average Dividend Yield 0.80% 0.63% 0.62%
XML 104 R90.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Exercise Price and Fair Value (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract]      
Options Granted 497 637 2,058
Weighted Average Exercise Price $ 19.43 $ 23.27 $ 12.68
Weighted Average Fair Value of Options 7.00 9.08 5.66
Intrinsic Value of Options Granted on Grant Date [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value $ 0 $ 0 $ 0
XML 105 R91.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Options Outstanding Rollforward (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Options outstanding January 1 5,448 5,532 4,580
Weighted average exercise price January 1 $ 10.36 $ 8.51 $ 5.65
Options vested January 1 2,526 2,218 2,498
Weighted Average Exercise Price of Options Vested January 1 $ 6.35 $ 4.70 $ 3.88
Options Granted 497 637 2,058
Weighted Average Exercise Price, Options Granted $ 19.43 $ 23.27 $ 12.68
Options Forfeited in Period (127) (233) (128)
Weighted Average Exercise Price, Options Forfeited in Period $ 14.46 $ 12.55 $ 8.14
Options Exercised in Period (642) (488) (978)
Weighted Average Exercise Price, Options Exercised in Period $ 6.47 $ 5.20 $ 3.93
Options outstanding December 31 5,176 5,448 5,532
Weighted average exercise price December 31 $ 11.62 $ 10.36 $ 8.51
Options vested December 31 2,704 2,526 2,218
Weighted Average Exercise Price of Options Vested December 31 $ 8.18 $ 6.35 $ 4.70
XML 106 R92.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Options Outstanding by Exercise Price (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
$ / shares
shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Number of Outstanding Options 5,176
Black-Scholes Fair Value | $ $ 25,942
Stock Options Vested and Exercisable 2,704
2008  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 2.56
Exercise Price, Upper Range Limit | $ / shares $ 4.06
Number of Outstanding Options 415
Black-Scholes Fair Value | $ $ 618
Remaining Contractual Life (Years) 2 years
Stock Options Vested and Exercisable 415
2009  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 4.06
Exercise Price, Upper Range Limit | $ / shares $ 4.56
Number of Outstanding Options 542
Black-Scholes Fair Value | $ $ 1,162
Remaining Contractual Life (Years) 3 years
Stock Options Vested and Exercisable 542
2010  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 4.77
Exercise Price, Upper Range Limit | $ / shares $ 4.96
Number of Outstanding Options 143
Black-Scholes Fair Value | $ $ 347
Remaining Contractual Life (Years) 4 years
Stock Options Vested and Exercisable 143
2011  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 5.90
Exercise Price, Upper Range Limit | $ / shares $ 7.99
Number of Outstanding Options 167
Black-Scholes Fair Value | $ $ 567
Remaining Contractual Life (Years) 5 years
Stock Options Vested and Exercisable 167
2012  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 6.56
Exercise Price, Upper Range Limit | $ / shares $ 7.96
Number of Outstanding Options 528
Black-Scholes Fair Value | $ $ 1,952
Remaining Contractual Life (Years) 6 years
Stock Options Vested and Exercisable 390
2013  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 7.98
Exercise Price, Upper Range Limit | $ / shares $ 11.49
Number of Outstanding Options 617
Black-Scholes Fair Value | $ $ 2,996
Remaining Contractual Life (Years) 7 years
Stock Options Vested and Exercisable 331
2014  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 10.55
Exercise Price, Upper Range Limit | $ / shares $ 18.94
Number of Outstanding Options 1,688
Black-Scholes Fair Value | $ $ 9,547
Remaining Contractual Life (Years) 8 years
Stock Options Vested and Exercisable 597
2015  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 21.47
Exercise Price, Upper Range Limit | $ / shares $ 25.24
Number of Outstanding Options 590
Black-Scholes Fair Value | $ $ 5,357
Remaining Contractual Life (Years) 9 years
Stock Options Vested and Exercisable 119
2016  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Exercise Price, Lower Range Limit | $ / shares $ 18.79
Exercise Price, Upper Range Limit | $ / shares $ 19.89
Number of Outstanding Options 486
Black-Scholes Fair Value | $ $ 3,396
Remaining Contractual Life (Years) 10 years
Stock Options Vested and Exercisable 0
XML 107 R93.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Restricted Awards Granted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Restricted awards granted [Line Items]      
Restricted Awards Grant Date Fair Value Range, Minimum $ 18.79 $ 21.00 $ 15.38
Restricted Awards Grant Date Fair Value Range, Maximum $ 23.23 $ 26.55 $ 22.36
Share-based Compensation, Restricted Awards, Exercise Price $ 0    
Issuance of restricted stock to employees 299 323 56
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 5 years    
Director [Member]      
Restricted awards granted [Line Items]      
Restricted Awards Grant Date Fair Value Range, Minimum $ 19.61    
Restricted Awards Grant Date Fair Value Range, Maximum $ 23.23    
Options Granted to Non-employee Directors 32    
XML 108 R94.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Restricted Award Rollforward (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Restricted Stock Rollforward [Line Items]      
Nonvested Restricted Awards, Nonvested at January 1 425 366 460
Weighted Average Grant Date Fair Value, Nonvested at January 1 $ 19.79 $ 15.15 $ 14.34
Issuance of restricted stock to employees 299 323 56
Weighted Average Grant Date Fair Value, Restricted Awards Granted in the Period $ 20.55 $ 22.99 $ 17.75
Nonvested Restricted Awards, Vested in the Period (279) (234) (130)
Weighted Average Grant Date Fair Value, Restricted Awards Vested in the Period $ 19.58 $ 17.36 $ 13.38
Nonvested Restricted Awards, Forfeited in the Period (16) (30) (20)
Weighted Average Grant Date Fair Value, Restricted Awards Forfeited in the Period $ 20.85 $ 16.81 $ 15.12
Nonvested Restricted Awards, Nonvested at December 31 429 425 366
Weighted Average Grant Date Fair Value, Nonvested at December 31 $ 20.42 $ 19.79 $ 15.15
XML 109 R95.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Compensation Expense (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense $ 7,776 $ 6,677 $ 5,190
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term 6 years 1 month    
Stock Options      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense $ 4,793 4,164 3,134
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]      
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 13,457    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 3 years 1 month    
Employee Service Share-based Compensation, Nonvested Awards 2,472    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number 2,333    
Restricted Stock Awards      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense $ 2,371 1,931 1,657
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]      
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 7,594    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 3 years 5 months    
Stock awards      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Share-based compensation expense $ 612 $ 582 $ 399
XML 110 R96.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Intrinsic Values (Details) - Stock Options - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Outstanding $ 55,610 $ 67,508 $ 75,689
Vested 38,101 41,128 38,811
Expected to Vest 15,983 23,508 31,160
Exercised $ 9,199 $ 8,709 $ 10,496
XML 111 R97.htm IDEA: XBRL DOCUMENT v3.6.0.2
Options and Awards Subsidiary Equity Plan (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Employee stock award compensation $ 7,776 $ 6,677 $ 5,190
Stock awards [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Employee stock award compensation 612 582 399
Subsidiaries [Member] | Stock awards [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock Granted, Value, Share-based Compensation, Gross 4,623    
Employee stock award compensation $ 1,325 $ 0 $ 0
Common Stock Required to Settle Subsidiary Shares 212 0 0
XML 112 R98.htm IDEA: XBRL DOCUMENT v3.6.0.2
Leases (Details)
$ in Thousands
12 Months Ended
Jun. 03, 2014
Dec. 31, 2016
USD ($)
facilities
Renewals
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Jun. 01, 2014
facilities
Jun. 01, 2014
Agreements
Operating Leased Assets [Line Items]            
Master Lease agreements | facilities   5        
Business Exit Costs   $ 7,935        
Operating Leases, Rent Expense   $ 125,221 $ 89,264 $ 48,947    
Average operating lease minimum term   5 years        
Average operating lease maximum term   20 years        
Average non-cancellable equipment leases minimum term   3 years        
Average non-cancellable equipment lease maximum term   5 years        
Facilities under master lease arrangement | facilities   22        
Gain (Loss) on Contract Termination   $ 6,512        
Various Landlords[Member] [Member]            
Operating Leased Assets [Line Items]            
Lessee Leasing Arrangements, Operating Leases, Term of Contract   15 years        
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Terms, Minimum | Renewals   2        
Lessee Leasing Arrangements, Operating Leases, Renewal Term   5 years        
CareTrust REIT [Member]            
Operating Leased Assets [Line Items]            
Payments for Rent   $ 56,271 $ 56,000 $ 32,700    
Average operating lease minimum term 12 years          
Average operating lease maximum term 19 years          
Operating Leases of Lessee, Contingent Rentals, Description of Variable Rate Basis 0.025          
Real Estate Investment Trust Spin-Off Transaction [Member] | CareTrust REIT [Member]            
Operating Leased Assets [Line Items]            
Skilled Nursing, Assisted Living and Independent Living Facilities | facilities         93  
Master Lease agreements         8 8
XML 113 R99.htm IDEA: XBRL DOCUMENT v3.6.0.2
Leases Future minimum lease payments (Details)
$ in Thousands
Dec. 31, 2016
USD ($)
Leases [Abstract]  
2017 $ 137,247
2018 140,211
2019 139,851
2020 139,191
2021 138,498
Thereafter 1,145,188
Operating Leases, Future Minimum Payments Due $ 1,840,186
XML 114 R100.htm IDEA: XBRL DOCUMENT v3.6.0.2
Divestitures (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
facilities
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Gain (Loss) on Disposition of Business $ 19,160 $ 0 $ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Urgent Care Centers Operated | facilities 17    
Sale Price from Divestiture of Businesses $ 41,492    
Gain (Loss) on Disposition of Business $ 19,160    
XML 115 R101.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies Litigation (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
General Liability [Member]  
Litigation [Line Items]  
Litigation Settlement, Amount $ 2,100
Professional Malpractice Liability Insurance [Member]  
Litigation [Line Items]  
Litigation Settlement, Amount $ 2,800
XML 116 R102.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies Medicare Revenue Recoupments (Details)
12 Months Ended
Dec. 31, 2016
facilities
Medicare Probe Reviews [Abstract]  
Facilities under Medicare Probe Reviews 18
Facilities under Medicare Probe Reviews Closed 12
Facilities under Medicare Probe Reviews in Process 6
XML 117 R103.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies Other Matters (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2014
USD ($)
Other Commitments [Line Items]  
Litigation Settlement Paid to U.S. Government $ 48,000
XML 118 R104.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies Concentrations (Details)
12 Months Ended
Dec. 31, 2016
Rate
Dec. 31, 2015
Rate
Dec. 31, 2014
Rate
Concentration Risk [Line Items]      
% of Revenue 100.00% 100.00% 100.00%
Total Medicaid and Medicare      
Concentration Risk [Line Items]      
Accounts receivable by payor as a percent of total accounts receivable 58.60% 58.80%  
% of Revenue 67.80% 69.10% 71.40%
XML 119 R105.htm IDEA: XBRL DOCUMENT v3.6.0.2
Commitments and Contingencies Cash in Excess of FDIC Limits (Details) - USD ($)
$ in Thousands
Feb. 06, 2017
Dec. 31, 2016
Cash in Excess of FDIC limits [Line Items]    
Cash, FDIC Insured Amount   $ 250
Subsequent Event [Member]    
Cash in Excess of FDIC limits [Line Items]    
Cash, Uninsured Amount $ 2,500  
XML 120 R106.htm IDEA: XBRL DOCUMENT v3.6.0.2
Self-Insurance Reserves (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Schedule of Self-Insurance Reserves [Line Items]    
Balance January 1 $ 56,003 $ 49,960
Current year provisions 74,187 40,957
Claims paid and direct expenses (66,062) (35,381)
Change in long-term insurance losses recoverable (1,223) (467)
Balance December 31 65,351 56,003
Professional Malpractice Liability Insurance [Member]    
Schedule of Self-Insurance Reserves [Line Items]    
Balance January 1 30,710 30,401
Current year provisions 23,149 12,528
Claims paid and direct expenses (18,186) (11,911)
Change in long-term insurance losses recoverable (637) (308)
Balance December 31 36,310 30,710
Workers' Compensation [Member]    
Schedule of Self-Insurance Reserves [Line Items]    
Balance January 1 20,219 15,758
Current year provisions 12,887 12,508
Claims paid and direct expenses (10,290) (8,822)
Change in long-term insurance losses recoverable (586) (775)
Balance December 31 23,402 20,219
Health Insurance Product Line [Member]    
Schedule of Self-Insurance Reserves [Line Items]    
Balance January 1 5,074 3,801
Current year provisions 38,151 15,921
Claims paid and direct expenses (37,586) (14,648)
Change in long-term insurance losses recoverable 0 0
Balance December 31 $ 5,639 $ 5,074
XML 121 R107.htm IDEA: XBRL DOCUMENT v3.6.0.2
Defined Contribution Plan (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2006
Defined Contribution Plan [Abstract]        
Defined Contribution Plan, Employer Discretionary Contribution Amount $ 862 $ 682 $ 565  
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent 90.00%     15.00%
XML 122 R108.htm IDEA: XBRL DOCUMENT v3.6.0.2
REIT Spin-Off (Details)
$ in Thousands
Jun. 03, 2014
USD ($)
Dec. 31, 2016
USD ($)
Jun. 30, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Sep. 30, 2014
USD ($)
Jun. 01, 2014
USD ($)
facilities
Companies
Mar. 31, 2014
facilities
Dec. 31, 2013
USD ($)
Cash and cash equivalents   $ 57,706 $ 41,569 $ 41,569 $ 50,408       $ 65,755
Real Estate Investment Trust Spin-Off Transaction [Member]                  
Public Companies Created | Companies             2    
Parent Company [Member]                  
Skilled Nursing, Assisted Living and Independent Living Facilities | facilities               120  
Parent Company [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]                  
Payments for Deposits Applied to Debt Retirements $ 208,635                
Restricted Cash and Investments             $ 8,219    
Restricted Cash and Investments, Current           $ 5,082 6,400    
Restricted Cash and Investments, Noncurrent             1,819    
Dividend Payments Restrictions Schedule, Statutory Capital and Surplus           $ 3,137      
Cash and cash equivalents             $ 78,731    
Skilled Nursing, Assisted Living and Independent Living Facilities after the Spin-Off | facilities             122    
Facilities Leased Under Master Lease Agreements with CareTrust | facilities             94    
CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]                  
Cash Transferred from Subsidiary             $ 220,752    
Cash and cash equivalents         $ 78,731        
Skilled Nursing, Assisted Living and Independent Living Facilities | facilities             93    
Private Placement [Member] | CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]                  
Senior Notes, Noncurrent             $ 260,000    
General Electric Capital Corporation (GECC) [Member] | Senior Subordinated Notes [Member] | CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]                  
Senior Notes             99,000    
General Electric Capital Corporation (GECC) [Member] | Private Placement [Member] | CareTrust REIT [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]                  
Increase in Loan Principal             $ 50,676    
XML 123 R109.htm IDEA: XBRL DOCUMENT v3.6.0.2
REIT Spin-Off REIT Spin-Off Net Contribution Summary (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
REIT Spin-Off Transaction Summary [Line Items]          
Cash and cash equivalents $ 57,706 $ 41,569 $ 41,569 $ 50,408 $ 65,755
Property and equipment, net 484,498   299,633    
Current maturities of long-term debt (8,129)   (620)    
Long-term debt—less current maturities $ (275,486)   $ (99,051)    
Real Estate Investment Trust Spin-Off Transaction [Member] | CareTrust REIT [Member]          
REIT Spin-Off Transaction Summary [Line Items]          
Cash and cash equivalents       78,731  
Other Assets, Current       34  
Property and equipment, net       421,846  
Debt Issuance Costs, Current, Net       11,088  
Accounts Payable and Accrued Liabilities, Current       (4,971)  
Deferred Tax Liabilities, Net, Current       (125)  
Deferred Tax Liabilities, Net, Noncurrent       (5,925)  
Current maturities of long-term debt       (2,342)  
Long-term debt—less current maturities       (357,171)  
Net Assets and Liabilities Contributed to Real Estate Investment Trust (REIT)       $ 141,165  
XML 124 R110.htm IDEA: XBRL DOCUMENT v3.6.0.2
REIT Spin-Off REIT Spin-Off Transaction Additional Disclosures (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
facilities
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Jun. 01, 2014
facilities
REIT Spin-Off Transaction Additional Disclosures [Line Items]        
Costs Incurred to Execute Real Estate Investment Trust Spin-Off Transaction | $ $ 0 $ 0 $ 9,026  
Master Lease agreements 5      
Parent Company [Member] | Real Estate Investment Trust Spin-Off Transaction [Member]        
REIT Spin-Off Transaction Additional Disclosures [Line Items]        
Facilities Leased Under Master Lease Agreements with CareTrust       94
EXCEL 125 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 126 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 127 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 129 FilingSummary.xml IDEA: XBRL DOCUMENT 3.6.0.2 html 425 469 1 true 132 0 false 13 false false R1.htm 0001000 - Document - DEI Info Cover Page Document Sheet http://www.ensigngroup.net/role/DeiInfoCoverPageDocument DEI Info Cover Page Document Cover 1 false false R2.htm 1001000 - Statement - Consolidated Balance Sheets Sheet http://www.ensigngroup.net/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 1001001 - Statement - Consolidated Balance Sheets Balance Sheet (Paranthetical) Sheet http://www.ensigngroup.net/role/ConsolidatedBalanceSheetsBalanceSheetParanthetical Consolidated Balance Sheets Balance Sheet (Paranthetical) Statements 3 false false R4.htm 1002000 - Statement - Consolidated Statements of Income Sheet http://www.ensigngroup.net/role/ConsolidatedStatementsOfIncome Consolidated Statements of Income Statements 4 false false R5.htm 1003000 - Statement - Consolidated Statement of Comprehensive Income Sheet http://www.ensigngroup.net/role/ConsolidatedStatementOfComprehensiveIncome Consolidated Statement of Comprehensive Income Statements 5 false false R6.htm 1003001 - Statement - Consolidated Statement of Comprehensive Income Comprehensive Income Paranthetical Sheet http://www.ensigngroup.net/role/ConsolidatedStatementOfComprehensiveIncomeComprehensiveIncomeParanthetical Consolidated Statement of Comprehensive Income Comprehensive Income Paranthetical Statements 6 false false R7.htm 1005000 - Statement - Consolidated Statement of Stockholders' Equity Statement Sheet http://www.ensigngroup.net/role/ConsolidatedStatementOfStockholdersEquityStatement Consolidated Statement of Stockholders' Equity Statement Statements 7 false false R8.htm 1006000 - Statement - Consolidated Statements of Cash Flows Sheet http://www.ensigngroup.net/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows Statements 8 false false R9.htm 2101100 - Disclosure - Description of Business Sheet http://www.ensigngroup.net/role/DescriptionOfBusiness Description of Business Notes 9 false false R10.htm 2104100 - Disclosure - Significant Accounting Policies Sheet http://www.ensigngroup.net/role/SignificantAccountingPolicies Significant Accounting Policies Notes 10 false false R11.htm 2106100 - Disclosure - Common Stock Sheet http://www.ensigngroup.net/role/CommonStock Common Stock Notes 11 false false R12.htm 2113100 - Disclosure - Computation of Net Income Per Common Share Sheet http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShare Computation of Net Income Per Common Share Notes 12 false false R13.htm 2116100 - Disclosure - Fair Value Measurements Sheet http://www.ensigngroup.net/role/FairValueMeasurements Fair Value Measurements Notes 13 false false R14.htm 2119100 - Disclosure - Revenue and Accounts Receivable Sheet http://www.ensigngroup.net/role/RevenueAndAccountsReceivable Revenue and Accounts Receivable Notes 14 false false R15.htm 2125100 - Disclosure - Business Segments Sheet http://www.ensigngroup.net/role/BusinessSegments Business Segments Notes 15 false false R16.htm 2128100 - Disclosure - Acquisitions Sheet http://www.ensigngroup.net/role/Acquisitions Acquisitions Notes 16 false false R17.htm 2131100 - Disclosure - Acquisitions - Pro Forma Sheet http://www.ensigngroup.net/role/AcquisitionsProForma Acquisitions - Pro Forma Notes 17 false false R18.htm 2134100 - Disclosure - Property and Equipment Sheet http://www.ensigngroup.net/role/PropertyAndEquipment Property and Equipment Notes 18 false false R19.htm 2137100 - Disclosure - Intangible Assets - Net Sheet http://www.ensigngroup.net/role/IntangibleAssetsNet Intangible Assets - Net Notes 19 false false R20.htm 2140100 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets Sheet http://www.ensigngroup.net/role/GoodwillAndOtherIndefiniteLivedIntangibleAssets Goodwill and Other Indefinite-Lived Intangible Assets Notes 20 false false R21.htm 2141100 - Disclosure - Restricted and Other Assets Sheet http://www.ensigngroup.net/role/RestrictedAndOtherAssets Restricted and Other Assets Notes 21 false false R22.htm 2142100 - Disclosure - Other Accrued Liabilities Sheet http://www.ensigngroup.net/role/OtherAccruedLiabilities Other Accrued Liabilities Notes 22 false false R23.htm 2145100 - Disclosure - Income Taxes Sheet http://www.ensigngroup.net/role/IncomeTaxes Income Taxes Notes 23 false false R24.htm 2146100 - Disclosure - Debt Sheet http://www.ensigngroup.net/role/Debt Debt Notes 24 false false R25.htm 2147100 - Disclosure - Options and Awards Sheet http://www.ensigngroup.net/role/OptionsAndAwards Options and Awards Notes 25 false false R26.htm 2148100 - Disclosure - Leases Sheet http://www.ensigngroup.net/role/Leases Leases Notes 26 false false R27.htm 2149100 - Disclosure - Divestitures Sheet http://www.ensigngroup.net/role/Divestitures Divestitures Notes 27 false false R28.htm 2150100 - Disclosure - Commitments and Contingencies Sheet http://www.ensigngroup.net/role/CommitmentsAndContingencies Commitments and Contingencies Notes 28 false false R29.htm 2151100 - Disclosure - Self-Insurance Reserves Sheet http://www.ensigngroup.net/role/SelfInsuranceReserves Self-Insurance Reserves Notes 29 false false R30.htm 2152100 - Disclosure - Defined Contribution Plan Sheet http://www.ensigngroup.net/role/DefinedContributionPlan Defined Contribution Plan Notes 30 false false R31.htm 2153100 - Disclosure - REIT Spin-Off Sheet http://www.ensigngroup.net/role/ReitSpinOff REIT Spin-Off Notes 31 false false R32.htm 2204201 - Disclosure - Significant Accounting Policies Level 2 (Policies) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesLevel2Policies Significant Accounting Policies Level 2 (Policies) Policies http://www.ensigngroup.net/role/SignificantAccountingPolicies 32 false false R33.htm 2313301 - Disclosure - Computation of Net Income Per Common Share (Tables) Sheet http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShareTables Computation of Net Income Per Common Share (Tables) Tables http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShare 33 false false R34.htm 2316301 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.ensigngroup.net/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.ensigngroup.net/role/FairValueMeasurements 34 false false R35.htm 2319301 - Disclosure - Revenue and Accounts Receivable (Tables) Sheet http://www.ensigngroup.net/role/RevenueAndAccountsReceivableTables Revenue and Accounts Receivable (Tables) Tables http://www.ensigngroup.net/role/RevenueAndAccountsReceivable 35 false false R36.htm 2325301 - Disclosure - Business Segments (Tables) Sheet http://www.ensigngroup.net/role/BusinessSegmentsTables Business Segments (Tables) Tables http://www.ensigngroup.net/role/BusinessSegments 36 false false R37.htm 2328301 - Disclosure - Acquisitions (Tables) Sheet http://www.ensigngroup.net/role/AcquisitionsTables Acquisitions (Tables) Tables http://www.ensigngroup.net/role/Acquisitions 37 false false R38.htm 2331301 - Disclosure - Acquisitions - Pro Forma (Tables) Sheet http://www.ensigngroup.net/role/AcquisitionsProFormaTables Acquisitions - Pro Forma (Tables) Tables http://www.ensigngroup.net/role/AcquisitionsProForma 38 false false R39.htm 2334301 - Disclosure - Property and Equipment (Tables) Sheet http://www.ensigngroup.net/role/PropertyAndEquipmentTables Property and Equipment (Tables) Tables http://www.ensigngroup.net/role/PropertyAndEquipment 39 false false R40.htm 2337301 - Disclosure - Intangible Assets - Net (Tables) Sheet http://www.ensigngroup.net/role/IntangibleAssetsNetTables Intangible Assets - Net (Tables) Tables http://www.ensigngroup.net/role/IntangibleAssetsNet 40 false false R41.htm 2340301 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets (Tables) Sheet http://www.ensigngroup.net/role/GoodwillAndOtherIndefiniteLivedIntangibleAssetsTables Goodwill and Other Indefinite-Lived Intangible Assets (Tables) Tables http://www.ensigngroup.net/role/GoodwillAndOtherIndefiniteLivedIntangibleAssets 41 false false R42.htm 2341301 - Disclosure - Restricted and Other Assets (Tables) Sheet http://www.ensigngroup.net/role/RestrictedAndOtherAssetsTables Restricted and Other Assets (Tables) Tables http://www.ensigngroup.net/role/RestrictedAndOtherAssets 42 false false R43.htm 2342301 - Disclosure - Other Accrued Liabilities (Tables) Sheet http://www.ensigngroup.net/role/OtherAccruedLiabilitiesTables Other Accrued Liabilities (Tables) Tables http://www.ensigngroup.net/role/OtherAccruedLiabilities 43 false false R44.htm 2345301 - Disclosure - Income Taxes Income Taxes (Tables) Sheet http://www.ensigngroup.net/role/IncomeTaxesIncomeTaxesTables Income Taxes Income Taxes (Tables) Tables 44 false false R45.htm 2346301 - Disclosure - Debt (Tables) Sheet http://www.ensigngroup.net/role/DebtTables Debt (Tables) Tables http://www.ensigngroup.net/role/Debt 45 false false R46.htm 2347301 - Disclosure - Options and Awards (Tables) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsTables Options and Awards (Tables) Tables http://www.ensigngroup.net/role/OptionsAndAwards 46 false false R47.htm 2348301 - Disclosure - Leases (Tables) Sheet http://www.ensigngroup.net/role/LeasesTables Leases (Tables) Tables http://www.ensigngroup.net/role/Leases 47 false false R48.htm 2351301 - Disclosure - Self-Insurance Reserves (Tables) Sheet http://www.ensigngroup.net/role/SelfInsuranceReservesTables Self-Insurance Reserves (Tables) Tables http://www.ensigngroup.net/role/SelfInsuranceReserves 48 false false R49.htm 2353301 - Disclosure - REIT Spin-Off (Tables) Sheet http://www.ensigngroup.net/role/ReitSpinOffTables REIT Spin-Off (Tables) Tables http://www.ensigngroup.net/role/ReitSpinOff 49 false false R50.htm 2401401 - Disclosure - Description of Business (Details) Sheet http://www.ensigngroup.net/role/DescriptionOfBusinessDetails Description of Business (Details) Details http://www.ensigngroup.net/role/DescriptionOfBusiness 50 false false R51.htm 2404402 - Disclosure - Significant Accounting Policies Divestiture (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesDivestitureDetails Significant Accounting Policies Divestiture (Details) Details 51 false false R52.htm 2404403 - Disclosure - Significant Accounting Policies Revenue and Accounts Receivable (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesRevenueAndAccountsReceivableDetails Significant Accounting Policies Revenue and Accounts Receivable (Details) Details 52 false false R53.htm 2404404 - Disclosure - Significant Accounting Policies Impairment (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesImpairmentDetails Significant Accounting Policies Impairment (Details) Details 53 false false R54.htm 2404405 - Disclosure - Significant Accounting Policies Self Insurance Liabilities (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesSelfInsuranceLiabilitiesDetails Significant Accounting Policies Self Insurance Liabilities (Details) Details 54 false false R55.htm 2404406 - Disclosure - Significant Accounting Policies Self-Insurance General and Professional (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesSelfInsuranceGeneralAndProfessionalDetails Significant Accounting Policies Self-Insurance General and Professional (Details) Details 55 false false R56.htm 2404407 - Disclosure - Significant Accounting Policies Self-Insurance Workers' Compensation (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesSelfInsuranceWorkersCompensationDetails Significant Accounting Policies Self-Insurance Workers' Compensation (Details) Details 56 false false R57.htm 2404408 - Disclosure - Significant Accounting Policies Self Insurance Recoveries (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesSelfInsuranceRecoveriesDetails Significant Accounting Policies Self Insurance Recoveries (Details) Details 57 false false R58.htm 2404409 - Disclosure - Significant Accounting Policies Self-Insurance Health Insurance (Details) Sheet http://www.ensigngroup.net/role/SignificantAccountingPoliciesSelfInsuranceHealthInsuranceDetails Significant Accounting Policies Self-Insurance Health Insurance (Details) Details 58 false false R59.htm 2406401 - Disclosure - Common Stock (Details) Sheet http://www.ensigngroup.net/role/CommonStockDetails Common Stock (Details) Details http://www.ensigngroup.net/role/CommonStock 59 false false R60.htm 2413402 - Disclosure - Computation of Net Income Per Common Share (Details) Sheet http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShareDetails Computation of Net Income Per Common Share (Details) Details http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShareTables 60 false false R61.htm 2413403 - Disclosure - Computation of Net Income Per Common Share Dilutive Table (Details) Sheet http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShareDilutiveTableDetails Computation of Net Income Per Common Share Dilutive Table (Details) Details 61 false false R62.htm 2413404 - Disclosure - Computation of Net Income Per Common Share Antidilutive Shares (Details) Sheet http://www.ensigngroup.net/role/ComputationOfNetIncomePerCommonShareAntidilutiveSharesDetails Computation of Net Income Per Common Share Antidilutive Shares (Details) Details 62 false false R63.htm 2416402 - Disclosure - Fair Value Measurements (Details) Sheet http://www.ensigngroup.net/role/FairValueMeasurementsDetails Fair Value Measurements (Details) Details http://www.ensigngroup.net/role/FairValueMeasurementsTables 63 false false R64.htm 2416403 - Disclosure - Fair Value Measurements Investments (Details) Sheet http://www.ensigngroup.net/role/FairValueMeasurementsInvestmentsDetails Fair Value Measurements Investments (Details) Details 64 false false R65.htm 2419402 - Disclosure - Revenue and Accounts Receivable Revenue YTD (Details) Sheet http://www.ensigngroup.net/role/RevenueAndAccountsReceivableRevenueYtdDetails Revenue and Accounts Receivable Revenue YTD (Details) Details 65 false false R66.htm 2419403 - Disclosure - Revenue and Accounts Receivable Accounts Receivable (Details) Sheet http://www.ensigngroup.net/role/RevenueAndAccountsReceivableAccountsReceivableDetails Revenue and Accounts Receivable Accounts Receivable (Details) Details 66 false false R67.htm 2425402 - Disclosure - Business Segments (Details) Sheet http://www.ensigngroup.net/role/BusinessSegmentsDetails Business Segments (Details) Details http://www.ensigngroup.net/role/BusinessSegmentsTables 67 false false R68.htm 2425403 - Disclosure - Business Segments Revenue by Segment (Details) Sheet http://www.ensigngroup.net/role/BusinessSegmentsRevenueBySegmentDetails Business Segments Revenue by Segment (Details) Details 68 false false R69.htm 2425404 - Disclosure - Business Segments Schedule of Segment Reporting Information, by Segment (Details) Sheet http://www.ensigngroup.net/role/BusinessSegmentsScheduleOfSegmentReportingInformationBySegmentDetails Business Segments Schedule of Segment Reporting Information, by Segment (Details) Details 69 false false R70.htm 2428402 - Disclosure - Acquisitions Acquisition Summary (Details) Sheet http://www.ensigngroup.net/role/AcquisitionsAcquisitionSummaryDetails Acquisitions Acquisition Summary (Details) Details 70 false false R71.htm 2428403 - Disclosure - Acquisitions Prior Period Acquisitions (Details) Sheet http://www.ensigngroup.net/role/AcquisitionsPriorPeriodAcquisitionsDetails Acquisitions Prior Period Acquisitions (Details) Details 71 false false R72.htm 2428404 - Disclosure - Acquisitions (Details) Sheet http://www.ensigngroup.net/role/AcquisitionsDetails Acquisitions (Details) Details http://www.ensigngroup.net/role/AcquisitionsTables 72 false false R73.htm 2431402 - Disclosure - Acquisitions - Pro Forma (Details) Sheet http://www.ensigngroup.net/role/AcquisitionsProFormaDetails Acquisitions - Pro Forma (Details) Details http://www.ensigngroup.net/role/AcquisitionsProFormaTables 73 false false R74.htm 2434402 - Disclosure - Property and Equipment (Details) Sheet http://www.ensigngroup.net/role/PropertyAndEquipmentDetails Property and Equipment (Details) Details http://www.ensigngroup.net/role/PropertyAndEquipmentTables 74 false false R75.htm 2437402 - Disclosure - Intangible Assets - Net (Details) Sheet http://www.ensigngroup.net/role/IntangibleAssetsNetDetails Intangible Assets - Net (Details) Details http://www.ensigngroup.net/role/IntangibleAssetsNetTables 75 false false R76.htm 2437403 - Disclosure - Intangible Assets - Net Future Amortization (Details) Sheet http://www.ensigngroup.net/role/IntangibleAssetsNetFutureAmortizationDetails Intangible Assets - Net Future Amortization (Details) Details 76 false false R77.htm 2440402 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets Goodwill Rollforward (Details) Sheet http://www.ensigngroup.net/role/GoodwillAndOtherIndefiniteLivedIntangibleAssetsGoodwillRollforwardDetails Goodwill and Other Indefinite-Lived Intangible Assets Goodwill Rollforward (Details) Details 77 false false R78.htm 2440403 - Disclosure - Goodwill and Other Indefinite-Lived Intangible Assets Indefinite-lived intangble assets (Details) Sheet http://www.ensigngroup.net/role/GoodwillAndOtherIndefiniteLivedIntangibleAssetsIndefiniteLivedIntangbleAssetsDetails Goodwill and Other Indefinite-Lived Intangible Assets Indefinite-lived intangble assets (Details) Details 78 false false R79.htm 2441402 - Disclosure - Restricted and Other Assets (Details) Sheet http://www.ensigngroup.net/role/RestrictedAndOtherAssetsDetails Restricted and Other Assets (Details) Details http://www.ensigngroup.net/role/RestrictedAndOtherAssetsTables 79 false false R80.htm 2442402 - Disclosure - Other Accrued Liabilities (Details) Sheet http://www.ensigngroup.net/role/OtherAccruedLiabilitiesDetails Other Accrued Liabilities (Details) Details http://www.ensigngroup.net/role/OtherAccruedLiabilitiesTables 80 false false R81.htm 2445402 - Disclosure - Income Taxes Income Tax Expense (Details) Sheet http://www.ensigngroup.net/role/IncomeTaxesIncomeTaxExpenseDetails Income Taxes Income Tax Expense (Details) Details 81 false false R82.htm 2445403 - Disclosure - Income Taxes Income Tax Rate Reconciliation (Details) Sheet http://www.ensigngroup.net/role/IncomeTaxesIncomeTaxRateReconciliationDetails Income Taxes Income Tax Rate Reconciliation (Details) Details 82 false false R83.htm 2445404 - Disclosure - Income Taxes Deferred Income Taxes (Details) Sheet http://www.ensigngroup.net/role/IncomeTaxesDeferredIncomeTaxesDetails Income Taxes Deferred Income Taxes (Details) Details 83 false false R84.htm 2445405 - Disclosure - Income Taxes Income Tax Other Disclosures (Details) Sheet http://www.ensigngroup.net/role/IncomeTaxesIncomeTaxOtherDisclosuresDetails Income Taxes Income Tax Other Disclosures (Details) Details 84 false false R85.htm 2446402 - Disclosure - Debt (Details) Sheet http://www.ensigngroup.net/role/DebtDetails Debt (Details) Details http://www.ensigngroup.net/role/DebtTables 85 false false R86.htm 2446403 - Disclosure - Debt Additional Disclosures (Details) Sheet http://www.ensigngroup.net/role/DebtAdditionalDisclosuresDetails Debt Additional Disclosures (Details) Details 86 false false R87.htm 2446404 - Disclosure - Debt Future Principal Obligations (Details) Sheet http://www.ensigngroup.net/role/DebtFuturePrincipalObligationsDetails Debt Future Principal Obligations (Details) Details 87 false false R88.htm 2447402 - Disclosure - Options and Awards Lead Paragraphs (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsLeadParagraphsDetails Options and Awards Lead Paragraphs (Details) Details 88 false false R89.htm 2447403 - Disclosure - Options and Awards Valuation Assumptions (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsValuationAssumptionsDetails Options and Awards Valuation Assumptions (Details) Details 89 false false R90.htm 2447404 - Disclosure - Options and Awards Exercise Price and Fair Value (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsExercisePriceAndFairValueDetails Options and Awards Exercise Price and Fair Value (Details) Details 90 false false R91.htm 2447405 - Disclosure - Options and Awards Options Outstanding Rollforward (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsOptionsOutstandingRollforwardDetails Options and Awards Options Outstanding Rollforward (Details) Details 91 false false R92.htm 2447406 - Disclosure - Options and Awards Options Outstanding by Exercise Price (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsOptionsOutstandingByExercisePriceDetails Options and Awards Options Outstanding by Exercise Price (Details) Details 92 false false R93.htm 2447407 - Disclosure - Options and Awards Restricted Awards Granted (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsRestrictedAwardsGrantedDetails Options and Awards Restricted Awards Granted (Details) Details 93 false false R94.htm 2447408 - Disclosure - Options and Awards Restricted Award Rollforward (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsRestrictedAwardRollforwardDetails Options and Awards Restricted Award Rollforward (Details) Details 94 false false R95.htm 2447409 - Disclosure - Options and Awards Compensation Expense (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsCompensationExpenseDetails Options and Awards Compensation Expense (Details) Details 95 false false R96.htm 2447410 - Disclosure - Options and Awards Intrinsic Values (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsIntrinsicValuesDetails Options and Awards Intrinsic Values (Details) Details 96 false false R97.htm 2447411 - Disclosure - Options and Awards Subsidiary Equity Plan (Details) Sheet http://www.ensigngroup.net/role/OptionsAndAwardsSubsidiaryEquityPlanDetails Options and Awards Subsidiary Equity Plan (Details) Details 97 false false R98.htm 2448402 - Disclosure - Leases (Details) Sheet http://www.ensigngroup.net/role/LeasesDetails Leases (Details) Details http://www.ensigngroup.net/role/LeasesTables 98 false false R99.htm 2448403 - Disclosure - Leases Future minimum lease payments (Details) Sheet http://www.ensigngroup.net/role/LeasesFutureMinimumLeasePaymentsDetails Leases Future minimum lease payments (Details) Details 99 false false R100.htm 2449402 - Disclosure - Divestitures (Details) Sheet http://www.ensigngroup.net/role/DivestituresDetails Divestitures (Details) Details http://www.ensigngroup.net/role/Divestitures 100 false false R101.htm 2450401 - Disclosure - Commitments and Contingencies Litigation (Details) Sheet http://www.ensigngroup.net/role/CommitmentsAndContingenciesLitigationDetails Commitments and Contingencies Litigation (Details) Details 101 false false R102.htm 2450403 - Disclosure - Commitments and Contingencies Medicare Revenue Recoupments (Details) Sheet http://www.ensigngroup.net/role/CommitmentsAndContingenciesMedicareRevenueRecoupmentsDetails Commitments and Contingencies Medicare Revenue Recoupments (Details) Details 102 false false R103.htm 2450404 - Disclosure - Commitments and Contingencies Other Matters (Details) Sheet http://www.ensigngroup.net/role/CommitmentsAndContingenciesOtherMattersDetails Commitments and Contingencies Other Matters (Details) Details 103 false false R104.htm 2450405 - Disclosure - Commitments and Contingencies Concentrations (Details) Sheet http://www.ensigngroup.net/role/CommitmentsAndContingenciesConcentrationsDetails Commitments and Contingencies Concentrations (Details) Details 104 false false R105.htm 2450406 - Disclosure - Commitments and Contingencies Cash in Excess of FDIC Limits (Details) Sheet http://www.ensigngroup.net/role/CommitmentsAndContingenciesCashInExcessOfFdicLimitsDetails Commitments and Contingencies Cash in Excess of FDIC Limits (Details) Details 105 false false R106.htm 2451402 - Disclosure - Self-Insurance Reserves (Details) Sheet http://www.ensigngroup.net/role/SelfInsuranceReservesDetails Self-Insurance Reserves (Details) Details http://www.ensigngroup.net/role/SelfInsuranceReservesTables 106 false false R107.htm 2452402 - Disclosure - Defined Contribution Plan (Details) Sheet http://www.ensigngroup.net/role/DefinedContributionPlanDetails Defined Contribution Plan (Details) Details http://www.ensigngroup.net/role/DefinedContributionPlan 107 false false R108.htm 2453402 - Disclosure - REIT Spin-Off (Details) Sheet http://www.ensigngroup.net/role/ReitSpinOffDetails REIT Spin-Off (Details) Details http://www.ensigngroup.net/role/ReitSpinOffTables 108 false false R109.htm 2453403 - Disclosure - REIT Spin-Off REIT Spin-Off Net Contribution Summary (Details) Sheet http://www.ensigngroup.net/role/ReitSpinOffReitSpinOffNetContributionSummaryDetails REIT Spin-Off REIT Spin-Off Net Contribution Summary (Details) Details 109 false false R110.htm 2453404 - Disclosure - REIT Spin-Off REIT Spin-Off Transaction Additional Disclosures (Details) Sheet http://www.ensigngroup.net/role/ReitSpinOffReitSpinOffTransactionAdditionalDisclosuresDetails REIT Spin-Off REIT Spin-Off Transaction Additional Disclosures (Details) Details 110 false false All Reports Book All Reports ensg-20161231.xml ensg-20161231.xsd ensg-20161231_cal.xml ensg-20161231_def.xml ensg-20161231_lab.xml ensg-20161231_pre.xml true true ZIP 131 0001125376-17-000013-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001125376-17-000013-xbrl.zip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�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end

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`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�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�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