10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

or

o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-12040

SUN HEALTHCARE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-4230695
(State of Incorporation)	(I.R.S. Employer Identification No.)

18831 Von Karman, Suite 400

Irvine, CA  92612

(949) 255-7100

(Address, zip code and telephone number of Registrant)

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

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

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

Large accelerated filer o	Accelerated filer   x
Non-accelerated filer  o	Smaller reporting company  o
(Do not check if a smaller reporting company)

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

As of August 1, 2011, there were 25,137,216 shares of the Registrant’s $.01 par value Common Stock outstanding.

1

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Index

		Page Numbers
PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets (unaudited)	3-4
	As of June 30, 2011
	As of December 31, 2010
	Consolidated Income Statements (unaudited)	5-6
	For the three months ended June 30, 2011 and 2010
	For the six months ended June 30, 2011 and 2010
	Consolidated Statements of Cash Flows (unaudited)	7
	For the three months ended June 30, 2011 and 2010
	For the six months ended June 30, 2011 and 2010
	Notes to Consolidated Financial Statements (unaudited)	8-21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22-41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	42
Item 6.	Exhibits	42
Signature		43

References throughout this document to the Company, “we,” “our” and “us” refer to Sun Healthcare Group, Inc. and its direct and indirect consolidated subsidiaries and not any other person.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (this “Form 10-Q”) contain “forward-looking” information as that term is defined by the Private Securities Litigation Reform Act of 1995 (the “Act”) and the federal securities laws.  Any statements that do not relate to historical or current facts or matters are forward-looking statements.  Examples of forward-looking statements include all statements regarding our expected future financial position, results of operations, cash flows, liquidity, financing plans, business strategy, budgets, the impact of reductions in reimbursements and other changes in government reimbursement programs,  the outcome and costs of litigation, projected expenses and capital expenditures, growth opportunities, ability to refinance our indebtedness on favorable terms, plans and objectives of management for future operations, and compliance with and changes in governmental regulations.  You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.

We caution you that any forward-looking statements made in this Form 10-Q are not guarantees of future performance and that you should not place undue reliance on any of such forward-looking statements.  The forward-looking statements are based on the information currently available and are applicable only as of the date of this report. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements.  You are urged to carefully review the disclosures we make concerning risks and other factors that may affect our business and operating results, including those made in Item 1A of this Form 10-Q and in our other reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  The forward-looking statements are qualified in their entirety by these cautionary statements, which are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.  There may be additional risks of which we are presently unaware or that we currently deem immaterial.  We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances.

_______________________

2

PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (unaudited)

ASSETS

(in thousands)

	June 30, 2011		December 31, 2010
Current assets:
Cash and cash equivalents	$	88,489	$	81,163
Restricted cash		17,256		15,329
Accounts receivable, net of allowance for doubtful accounts of $70,419
and $66,607 at June 30, 2011 and December 31, 2010, respectively		221,152		218,040
Prepaid expenses and other assets		22,990		16,859
Deferred tax assets		71,511		69,800
Total current assets		421,398		401,191
Property and equipment, net		143,880		139,860
Intangible assets, net		40,559		41,967
Goodwill		348,256		348,047
Restricted cash, non-current		351		350
Deferred tax assets		115,266		126,540
Other assets		46,596		23,803
Total assets	$	1,116,306	$	1,081,758

See accompanying notes.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (unaudited) (CONTINUED)

LIABILITIES AND STOCKHOLDERS’ EQUITY

(in thousands, except per share data)

	June 30, 2011			December 31, 2010
Current liabilities:
Accounts payable	$	46,895		$	49,993
Accrued compensation and benefits		61,074			61,518
Accrued self-insurance obligations, current portion		60,633			52,093
Other accrued liabilities		53,555			53,945
Current portion of long-term debt and capital lease obligations		11,099			11,050
Total current liabilities		233,256			228,599
Accrued self-insurance obligations, net of current portion		151,258			133,405
Long-term debt and capital lease obligations, net of current portion		139,450			144,930
Unfavorable lease obligations, net		8,452			9,815
Other long-term liabilities		52,379			52,566
Total liabilities		584,795			569,315
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock of $.01 par value, authorized 3,333
shares, zero shares issued and outstanding as of
June 30, 2011 and December 31, 2010		-			-
Common stock of $.01 par value, authorized  41,667
shares, 25,137 and 24,974 shares issued and outstanding
as of June 30, 2011 and December 31, 2010, respectively		251			250
Additional paid-in capital		722,481			720,854
Accumulated deficit		(190,603	)		(208,661	)
Accumulated other comprehensive loss, net		(618	)		-
Total stockholders' equity		531,511			512,443
Total liabilities and stockholders' equity	$	1,116,306		$	1,081,758

See accompanying notes.

4

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS (unaudited)

(in thousands, except per share data)

	For the
	Three Months Ended
	June 30, 2011			June 30, 2010
Total net revenues	$	487,674		$	471,908
Costs and expenses:
Operating salaries and benefits		272,923			266,015
Self-insurance for workers’ compensation and general and
professional liability insurance		15,267			14,461
Operating administrative expenses		13,476			13,301
Other operating costs		98,986			95,094
Center rent expense		37,014			18,805
General and administrative expenses		14,952			15,157
Depreciation and amortization		7,762			12,462
Provision for losses on accounts receivable		4,709			4,916
Interest, net of interest income of $82 and $73, respectively		4,855			11,689
Transaction costs		-			2,248
Integration costs		167			-
Total costs and expenses		470,111			454,148
Income before income taxes and discontinued operations		17,563			17,760
Income tax expense		7,201			7,135
Income from continuing operations		10,362			10,625
Loss from discontinued operations, net of related taxes		(416	)		(652	)
Net income	$	9,946		$	9,973
Basic earnings per common and common equivalent share:
Income from continuing operations	$	0.40		$	0.72
Loss from discontinued operations, net		(0.02	)		(0.04	)
Net income	$	0.38		$	0.68
Diluted earnings per common and common equivalent share:
Income from continuing operations	$	0.40		$	0.71
Loss from discontinued operations, net		(0.02	)		(0.04	)
Net income	$	0.38		$	0.67
Weighted average number of common and common
equivalent shares outstanding:
Basic		26,146			14,744
Diluted		26,187			14,863

See accompanying notes.

5

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS (unaudited)

(in thousands, except per share data)

	For the
	Six Months Ended
	June 30, 2011			June 30, 2010
Total net revenues	$	971,571		$	942,323
Costs and expenses:
Operating salaries and benefits		545,025			531,104
Self-insurance for workers’ compensation and general and
professional liability insurance		30,529			28,901
Operating administrative expenses		26,756			25,589
Other operating costs		197,577			191,746
Center rent expense		73,926			37,352
General and administrative expenses		30,331			30,424
Depreciation and amortization		15,341			24,810
Provision for losses on accounts receivable		10,044			10,712
Interest, net of interest income of $141 and $163, respectively		9,854			23,578
Transaction costs		-			2,248
Integration costs		303			-
Total costs and expenses		939,686			906,464
Income before income taxes and discontinued operations		31,885			35,859
Income tax expense		13,073			14,431
Income from continuing operations		18,812			21,428
Loss from discontinued operations, net of related taxes		(754	)		(1,257	)
Net income	$	18,058		$	20,171
Basic earnings per common and common equivalent share:
Income from continuing operations	$	0.73		$	1.46
Loss from discontinued operations, net		(0.03	)		(0.09	)
Net income	$	0.70		$	1.37
Diluted earnings per common and common equivalent share:
Income from continuing operations	$	0.72		$	1.45
Loss from discontinued operations, net		(0.02	)		(0.09	)
Net income	$	0.70		$	1.36
Weighted average number of common and common
equivalent shares outstanding:
Basic		25,899			14,706
Diluted		25,967			14,821

See accompanying notes.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

	For the						For the
	Three Months Ended						Six Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Cash flows from operating activities:
Net income	$	9,946		$	9,973		$	18,058		$	20,171
Adjustments to reconcile net income to net cash provided by
operating activities, including discontinued operations:
Depreciation and amortization		7,863			12,561			15,544			25,007
Amortization of favorable and unfavorable lease intangibles		(490	)		(474	)		(974	)		(948	)
Provision for losses on accounts receivable		4,860			5,125			10,504			11,139
Stock-based compensation expense		1,352			1,694			2,801			3,087
Deferred taxes		7,944			6,755			9,976			11,691
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(7,185	)		(4,871	)		(12,578	)		(11,193	)
Restricted cash		18			3,427			(1,928	)		2,271
Prepaid expenses and other assets		439			(1,670	)		190			2,613
Accounts payable		(1,582	)		7,140			(3,501	)		1,281
Accrued compensation and benefits		(4,018	)		(4,362	)		(580	)		4,062
Accrued self-insurance obligations		(2,569	)		2,805			(3,912	)		4,842
Income taxes payable		(478	)		(290	)		-			338
Other accrued liabilities		(216	)		(2,457	)		(946	)		13
Other long-term liabilities		(492	)		(4,144	)		(1,218	)		(5,099	)
Net cash provided by operating activities		15,392			31,212			31,436			69,275
Cash flows from investing activities:
Capital expenditures		(9,319	)		(10,656	)		(18,156	)		(27,714	)
Acquisitions, net of cash acquired		(356	)		-			(356	)		-
Net cash used for investing activities		(9,675	)		(10,656	)		(18,512	)		(27,714	)
Cash flows from financing activities:
Principal repayments of long-term debt and capital lease obligations		(2,800	)		(16,036	)		(5,598	)		(36,976	)
Payment to non-controlling interest		-			-			-			(2,025	)
Distribution to non-controlling interest		-			-			-			(69	)
Net cash used for financing activities		(2,800	)		(16,036	)		(5,598	)		(39,070	)
Net increase in cash and cash equivalents		2,917			4,520			7,326			2,491
Cash and cash equivalents at beginning of period		85,572			102,454			81,163			104,483
Cash and cash equivalents at end of period	$	88,489		$	106,974			88,489			106,974

See accompanying notes.

7

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1)  Nature of Business

References throughout this document to the Company include Sun Healthcare Group, Inc. and our consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s “Plain English” guidelines, this report has been written in the first person. In this document, the words “we,” “our” and “us” refer to Sun Healthcare Group, Inc. and its direct and indirect consolidated subsidiaries and not any other person.

Business

Our subsidiaries provide long-term, post-acute and related specialty healthcare in the United States.  We operate through three principal business segments: (i) inpatient services, (ii) rehabilitation therapy services, and (iii) medical staffing services.  Inpatient services represent the most significant portion of our business.  We operated 199 healthcare centers in 25 states as of June 30, 2011.

Other Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with our customary accounting practices and accounting principles generally accepted in the United States (“GAAP”) for interim financial statements.  In our opinion, the accompanying interim consolidated financial statements are a fair statement of our financial position at June 30, 2011, and our consolidated results of operations and cash flows for the three-month and six-month periods ended June 30, 2011 and 2010, respectively.  These statements are unaudited, and certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted, as permitted under the applicable rules and regulations of the Securities and Exchange Commission.  The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items.  Readers of these statements should refer to our audited consolidated financial statements and notes thereto for the year ended December 31, 2010, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”).

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, the disclosure of significant contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include determination of third-party payor settlements, allowances for doubtful accounts, self-insurance obligations, loss accruals and income taxes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Emerging Issues Task Force of the FASB issued an Accounting Standards Update in August 2010 regarding the balance sheet presentation of medical malpractice claims and similar contingent liabilities and related insurance recoveries.  The updated guidance requires the insurance recovery receivable to be presented as a gross asset instead of netting it against the related liability.  The updated presentation was effective for us on January 1, 2011, is reflected in the accompanying consolidated balance sheet and has resulted in the reclassification of anticipated insurance recoverables to assets as of January 1, 2011 of $2.1 million and $28.1 million for general and professional liabilities and workers’ compensation liabilities, respectively.  There was no impact on our accumulated deficit due to adoption of this new standard.  See the Insurance portion of Note 5 – “Commitments and Contingencies” for additional information.

The FASB issued an Accounting Standards Update in June 2011 regarding the presentation of comprehensive income within financial statements.  GAAP now requires that comprehensive income and its components of net income and other comprehensive income be presented in either (1) a single continuous statement of comprehensive income or (2) two separate but consecutive statements.  This new guidance will be effective for us beginning with our March 31, 2012 interim reporting with retrospective presentation.

8

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the 2011 financial statement presentation.  We have reclassified the results of operations of the nurse practitioner services group and one skilled nursing center of our Inpatient Services segment (see Note 4 – “Discontinued Operations”) for all periods presented to discontinued operations within the income statement, in accordance with GAAP.

(2)  Long-Term Debt and Capital Lease Obligations

Long-term debt and capital lease obligations consisted of the following as of the periods indicated (in thousands):

		June 30, 2011			December 31, 2010
Revolving loans	$	-		$	-
Mortgage notes payable due at various dates through 2042, interest at
rates from 6.7% to 8.5%, collateralized by real property with
carrying values totaling $6.5 million		7,605			7,979
Term loans		142,456			147,492
Capital leases		488			509
Total long-term obligations		150,549			155,980
Less amounts due within one year		(11,099	)		(11,050	)
Long-term obligations, net of current portion	$	139,450		$	144,930

The scheduled or expected maturities of long-term obligations as of June 30, 2011, were as follows (in thousands):

For the twelve months ending June 30:
2012	$	11,099
2013		11,013
2014		10,982
2015		10,063
2016		10,067
Thereafter		97,325
	$	150,549

We manage interest expense using a mix of fixed and variable rate debt, and, to help manage borrowing costs, we may enter into interest rate swap agreements. Under these arrangements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount.   We also may enter into interest rate cap agreements that effectively limit the maximum interest rate that we pay on an agreed to notional principal amount.  We use interest rate hedges to manage interest rate risk related to borrowings.  Our intent is to only enter into such arrangements that qualify for hedge accounting treatment in accordance with GAAP.  Accordingly, we designate all such arrangements as cash-flow hedges and perform initial and quarterly effectiveness testing using the hypothetical derivative method.  To the extent that such arrangements are effective hedges, changes in fair value are recognized through other comprehensive income.  Ineffectiveness, if any, would be recognized in earnings.

Our credit agreement requires that 50% of our term loans be subject to at least a three-year hedging agreement. To satisfy this requirement, we executed two hedging instruments on January 18, 2011; a two-year interest rate cap and a two-year “forward starting” interest rate swap.  The two-year interest rate cap limits our exposure to increases in interest rates for $82.5 million of debt through December 31, 2012.  This cap is effective when LIBOR rises above 1.75%, effectively fixing the interest rate on $82.5 million of our term loans at 7.5% for two years.  The fee for this interest rate cap arrangement was $0.3 million, which will be amortized to interest expense over the life of the arrangement.  The two-year “forward starting”

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

interest rate swap effectively converts the interest rate on $82.5 million of our term loans to a fixed rate from January 1, 2013 through December 31, 2014.  LIBOR is fixed at 3.185%, making the all-in rate effectively a fixed 8.935% for this portion of the term loans.  There was no fee for this swap agreement.  Both arrangements qualify for hedge accounting treatment.

The fair values of our hedging agreements as presented in the consolidated balance sheets are as follows (in thousands):

	Derivatives
	June 30, 2011			December 31, 2010
	Balance Sheet			Balance Sheet
	Location		Fair Value	Location		Fair Value
Derivatives designated as
hedging instruments:
Interest rate hedging   agreements	Other Long-Term Liabilities	$	1,030	N/A	$	-

The effect of the interest rate swap agreements on our consolidated comprehensive income, net of related taxes, for the three months ended June 30 is as follows (in thousands):

							Gain Reclassified from Accumulated
		Amount of (Loss)/Gain in					Other Comprehensive Income
		Other Comprehensive (Loss)/Income					to Income (ineffective portion)
		2011			2010		2011		2010
Derivatives designated as cash
flow hedges:
Interest rate hedging agreements	$	(651	)	$	374	$	-	$	-

The effect of the interest rate swap agreements on our consolidated comprehensive income, net of related taxes, for the six months ended June 30 is as follows (in thousands):

							Gain Reclassified from Accumulated
		Amount of (Loss)/Gain in					Other Comprehensive Income
		Other Comprehensive (Loss)/Income					to Income (ineffective portion)
		2011			2010		2011		2010
Derivatives designated as cash
flow hedges:
Interest rate hedging agreements	$	(618	)	$	305	$	-	$	-

The amounts stated above for (loss)/gain from changes in the fair value of our hedging agreements are our only sources of other comprehensive (loss)/income, resulting in comprehensive income of $9.3 million and $17.4 million for the three and six months ended June 30, 2011, respectively.  Comprehensive income for the three and six months ended June 30, 2010 was $11.0 million and $22.2 million, respectively.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(3)  Fair Value of Financial Instruments

The estimated fair values of our financial instruments were as follows (in thousands):

		June 30, 2011				December 31, 2010
		Carrying				Carrying
		Amount		Fair Value		Amount		Fair Value
Cash and cash equivalents	$	88,489	$	88,489	$	81,163	$	81,163
Restricted cash	$	17,607	$	17,607	$	15,679	$	15,679
Long-term debt and capital lease obligations,
including current portion	$	150,549	$	150,526	$	155,980	$	156,084
Interest rate hedging agreements	$	1,030	$	1,030	$	-	$	-

The cash and cash equivalents and restricted cash carrying amounts approximate fair value because of the short maturity of these instruments. At June 30, 2011 and December 31, 2010, the fair value of our long-term debt, including current maturities, and our interest rate hedging agreements was based on estimates using present value techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk.

GAAP establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values.  The applicable guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2:	Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3:	Unobservable inputs for the asset or liability.

We endeavor to utilize the best available information in measuring fair value.  The following tables summarize the valuation of our financial instruments by the above pricing levels as of June 30, 2011 and December 31, 2010, respectively (in thousands):

		June 30, 2011
				Unadjusted Quoted		Significant Other
				Market Prices		Observable Inputs
		Total		(Level 1)		(Level 2)
Interest rate hedging agreements – liability	$	1,030	$	-	$	1,030

		December 31, 2010
				Unadjusted Quoted		Significant Other
				Market Prices		Observable Inputs
		Total		(Level 1)		(Level 2)
Restricted cash – money market funds	$	1,465	$	1,465	$	-

We currently have no other financial instruments subject to fair value measurement on a recurring basis.

11

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(4) Discontinued Operations

The results of operations of assets to be disposed of, disposed assets and the losses related to these divestitures have been classified as discontinued operations for all periods presented in the accompanying consolidated income statements as their operations and cash flows have been (or will be) eliminated from our ongoing operations and we will not have any significant continuing involvement in their operations after their disposal.

During the six months ended June 30, 2011, we developed plans to dispose of a Maryland skilled nursing center in our Inpatient Services segment, whose results have been reclassified to discontinued operations for all periods presented in accordance with GAAP. The subsequent disposition, which was effective on August 1, 2011, resulted in cash proceeds to us of $1.8 million, net of the payoff of the $5.2 million mortgage payable for the center.

A summary of the discontinued operations for the periods presented is as follows (in thousands):

			For the Three Months Ended
			June 30, 2011									June 30, 2010
			Inpatient									Inpatient
			Services			Other			Total			Services			Other			Total
Net operating revenues		$	2,434		$	-		$	2,434		$	2,737		$	-		$	2,737
Loss from discontinued operations, net (1)		$	(407	)	$	(9	)	$	(416	)	$	(613	)	$	(39	)	$	(652	)
	(1)  Net of related tax benefit of $289 and $205, respectively

			For the Six Months Ended
			June 30, 2011									June 30, 2010
			Inpatient									Inpatient
			Services			Other			Total			Services			Other			Total
Net operating revenues		$	4,990		$	-		$	4,990		$	5,576		$	-		$	5,576
Loss from discontinued operations, net (1)		$	(736	)	$	(18	)	$	(754	)	$	(1,206	)	$	(51	)	$	(1,257	)
	(1)  Net of related tax benefit of $524 and $414, respectively

(5)  Commitments and Contingencies

(a) Insurance

We self-insure for certain insurable risks, including general and professional liabilities, workers' compensation liabilities and employee health insurance liabilities, through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary by the states in which we operate. There is a risk that amounts funded to our self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments.  This liability includes an estimate of the development of reported losses and losses incurred but not reported.  Provisions for changes in insurance reserves are made in the period of the related coverage.  An independent actuarial analysis is prepared twice a year to assist management in determining the adequacy of the self-insurance obligations booked as liabilities in our financial statements.  The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. Any adjustments resulting from such reviews are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

We evaluate the adequacy of our self-insurance reserves on a quarterly basis and perform detailed actuarial analyses semi-annually in the second and fourth quarters. The analyses use generally accepted actuarial methods in evaluating the workers’ compensation reserves and general and professional liability reserves.  For both the workers’ compensation reserves and the general and professional liability reserves, those methods include reported and paid loss development methods, expected loss method and the reported and paid Bornhuetter-Ferguson methods.  Reported loss methods focus on development of case reserves for incurred losses through claims closure.  Paid loss methods focus on development of claims actually paid to date.  Expected loss methods are based upon an anticipated loss per unit of measure.  The Bornhuetter-Ferguson method is a combination of loss development methods and expected methods.

The foundation for most of these methods is our actual historical reported and/or paid loss data, over which we have effective internal controls.  We utilize third-party administrators (“TPAs”) to process claims and to provide us with the data utilized in our semi-annual actuarial analyses.  The TPAs are under the oversight of our in-house risk management and legal functions.  The purpose of these functions is to properly administer the claims so that the historical data is reliable for estimation purposes.  Case reserves, which are approved by our legal and risk management departments, are determined based on our estimate of the ultimate settlement of individual claims.  In instances where our historical data are not statistically credible, stable, or mature, we supplement our experience with skilled nursing industry benchmark reporting and payment patterns.

The use of multiple methods tends to eliminate any biases that one particular method might have.  Management’s judgment based upon each method’s inherent limitation is applied when weighting the results of each method.  The results of each of the methods are estimates of ultimate losses which include the case reserves plus an estimate for future development of these reserves based on past trends, and an estimate for losses incurred but not reported. These results are compared by accident year, and an estimated unpaid loss and allocated loss adjustment expense is determined for the open accident years based on judgment reflecting the range of estimates produced by the methods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Activity in our professional liability and workers’ compensation self-insurance reserves as of and for the periods ended June 30, 2011 and 2010 is as follows (in thousands):

	Professional			Workers’
	Liability			Compensation			Total
Balance as of January 1, 2010	$	94,930		$	67,506		$	162,436
Current year provision, continuing operations		7,341			7,100			14,441
Current year provision, discontinued operations		43			54			97
Claims paid, continuing operations		(4,219	)		(4,555	)		(8,774	)
Claims paid, discontinued operations		(563	)		(633	)		(1,196	)
Amounts paid for administrative services and other		(850	)		(1,696	)		(2,546	)
Balance as of March 31, 2010	$	96,682		$	67,776		$	164,458
Current year provision, continuing operations		7,339			7,122			14,461
Current year provision, discontinued operations		43			54			97
Claims paid, continuing operations		(3,605	)		(3,906	)		(7,511	)
Claims paid, discontinued operations		(1,553	)		(690	)		(2,242	)
Amounts paid for administrative services and other		(724	)		(1,620	)		(2,344	)
Balance as of June 30, 2010	$	98,183		$	68,737		$	166,919

	For the Three Months Ended									For the Six Months Ended
	June 30, 2011									June 30, 2011
	Professional			Workers’						Professional			Workers’
	Liability			Compensation			Total			Liability			Compensation			Total
Gross balance, beginning of period	$	110,742		$	97,775		$	208,517		$	113,971		$	96,585		$	210,556
Less: anticipated insurance recoveries		(2,100	)		(28,100	)		(30,200	)		(2,100	)		(28,100	)		(30,200	)
Net balance, beginning of period	$	108,642		$	69,675		$	178,317		$	111,871		$	68,485		$	180,356
Current year provision, continuing
operations		8,767			6,500			15,267			16,133			14,396			30,529
Current year provision, discontinued
operations		90			75			165			165			146			311
Claims paid, continuing operations		(9,416	)		(4,206	)		(13,622	)		(18,944	)		(8,907	)		(27,851	)
Claims paid, discontinued operations		(241	)		(340	)		(581	)		(574	)		(672	)		(1,246	)
Amounts paid for administrative
services and other		(800	)		(1,668	)		(2,468	)		(1,609	)		(3,412	)		(5,021	)
Net balance, end of period	$	107,042		$	70,036		$	177,078		$	107,042		$	70,036		$	177,078
Plus: anticipated insurance recoveries		2,273			26,150			28,423			2,273			26,150			28,423
Gross balance, end of period	$	109,315		$	96,186		$	205,501		$	109,315		$	96,186		$	205,501

The anticipated insurance recoveries relate primarily to our workers’ compensation programs associated with policy years 1996 through 2001 where the claim losses have exceeded the policies' aggregate retention limits. Obligations above these retention limits are covered by our excess insurance carriers, which all have carrier ratings of at least “A,” “XIV” or better.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

A summary of the assets and liabilities related to insurance risks at June 30, 2011 and December 31, 2010 is as indicated below (in thousands):

	June 30, 2011							December 31, 2010
	Professional		Workers’				|	Professional		Workers’
	Liability		Compensation		Total		|	Liability		Compensation		Total
Assets:							|
Restricted cash (1)							|
Current	$	6,017	$	10,389	$	16,406	|	$	3,659	$	10,864	$	14,523
Non-current		-		-		-	|		-		-		-
	$	6,017	$	10,389	$	16,406	|	$	3,659	$	10,864	$	14,523
							|
Anticipated insurance recoveries (2)							|
Current	$	573	$	3,750	$	4,323	|	$	-	$	-	$	-
Non-current		1,700		22,400		24,100	|		-		-		-
	$	2,273	$	26,150	$	28,423	|	$	-	$	-	$	-
							|
Total Assets	$	8,290	$	36,539	$	44,829	|	$	3,659	$	10,864	$	14,523
Liabilities (3)(4):							|
Self-insurance liabilities							|
Current	$	29,689	$	24,554	$	54,243	|	$	25,942	$	21,009	$	46,951
Non-current		79,626		71,632		151,258	|		85,929		47,476		133,405
Total Liabilities	$	109,315	$	96,186	$	205,501	|	$	111,871	$	68,485	$	180,356

(1)	Total restricted cash includes cash collateral deposits and other cash held by third parties.  Total restricted cash above excludes $1,201 and $1,156 at June 30, 2011and December 31, 2010, respectively, held for bank collateral, various mortgages, bond payments and capital expenditures on HUD insured buildings.
(2)	Anticipated insurance recovery assets are presented as Other Assets (both current and long-term) in our consolidated balance sheet.
(3)	Total self-insurance liabilities above exclude $6,390 and $5,142 at June 30, 2011 and December 31, 2010, respectively, related to our employee health insurance liabilities.
(4)	Total self-insurance liabilities for workers’ compensation claims are collateralized, in addition to the restricted cash, by letters of credit of $58,077 as of June 30, 2011 and $59,066as of December 31, 2010.

(b)  Litigation

We are a party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of our business, including claims that our services have resulted in injury or death to the residents of our centers and claims relating to employment and commercial matters. Although we intend to vigorously defend ourselves in these matters, there can be no assurance that the outcomes of these matters will not have a material adverse effect on our results of operations, financial condition and cash flows.

We operate in industries that are extensively 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 industries in which we operate are frequently subject to the regulatory supervision of fiscal intermediaries. If a provider is found to have engaged in improper practices, it could be subject to civil, administrative or criminal fines, penalties or restitutionary relief; and reimbursement authorities could

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 or cash flows.

In September 2010, a lawsuit was filed by a former employee of a subsidiary of our medical staffing company, alleging violation of various wage and hour provisions of the California Labor Code.  We deny all of the allegations in the employee’s complaint.  The lawsuit, which was filed as a purported class action on behalf of the former employee and all those similarly situated, has been settled. The terms of the settlement are confidential pending court approval.   We believe our reserves are adequate for this matter.

In November 2010, a jury verdict was rendered in a Kentucky state court against us for $2.75 million in compensatory damages and $40 million in punitive damages. On February 25, 2011, the trial court judge reduced the punitive damage award to $24.75 million.  The case involves claims for professional negligence resulting in wrongful death.  We disagree with the jury’s verdict and believe that it is not supported by the facts of the case or applicable law.  We have appealed this judgment to the Kentucky Court of Appeals.  We believe our reserves are adequate for this matter.

(c)  Other Inquiries

From time to time, fiscal intermediaries and Medicaid agencies examine cost reports filed by predecessor operators of our skilled nursing centers. If, as a result of any such examination, it is concluded that overpayments to a predecessor operator were made, we, as the current operator of such centers, may be held financially responsible for such overpayments. At this time, we are unable to predict the outcome of any existing or future examinations.

(6)  Income Taxes

The provision for income taxes of $7.2 million and $13.1 million for the three and six months ended June 30, 2011, respectively, results in an effective rate of approximately 41%.  The provision for income taxes of $7.1 million and $14.4 million for the three and six months ended June 30, 2010 resulted in an effective tax rate of approximately 40%.  The rates for 2011 and 2010 differ from the statutory tax rate of 35% primarily due to state taxes.

The realization of our deferred tax assets is dependent upon generation of taxable income during periods in which deductions and/or credits can be utilized.  As a result, we consider the level of historical taxable income, historical non-recurring credits and charges, the scheduled reversal of deferred tax liabilities, tax-planning strategies and projected future taxable income in determining the amount of the valuation allowance.  The valuation allowance of $18.1 million at June 30, 2011 and December 31, 2010 relates primarily to state net operating loss (“NOL”) carryforwards and other deferred tax assets for which realization is uncertain.

After consideration of the November 2010 restructuring of our former parent company, which, among other matters resulted in Sabra Health Care REIT, Inc. holding substantially all of our former parent’s owned real property, and utilization of NOL carryforwards through 2010, the Internal Revenue Code (“IRC”) Section 382 annual base limitation to be applied to our tax attribute carryforwards is approximately $7.4 million. Accordingly, our NOL, capital loss, and tax credit carryforwards have been reduced to take into account this limitation and the respective carryforward periods for these tax attributes.  As a result of unused IRC Section 382 limitations from prior years and post-ownership change NOLs, we estimate there is approximately $64.5 million of NOLs which can be used to offset U.S. taxable income in 2011.  Considering annual IRC Section 382 limitations and built-in gains, we estimate a total of approximately $169.6 million of utilizable NOL carryforwards to offset taxable income in 2011 and future years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(7)  Segment Information

We operate predominantly in the long-term care segment of the healthcare industry. We are a provider of long-term, sub-acute and related ancillary care services to nursing home patients.  Our reportable segments are strategic business units that provide different products and services. They are managed separately because each business has different marketing strategies due to differences in types of customers, distribution channels and capital resource needs.  More complete descriptions and accounting policies of the segments are described in Note 13 – “Segment Information” and  Note 2 – “Summary of Significant Accounting Policies” of our 2010 Form 10-K.  The following tables summarize, for the periods indicated, operating results and other financial information, by business segment (in thousands):

As of and for the
Three Months Ended
June 30, 2011
				Rehabilitation		Medical
	Inpatient			Therapy		Staffing					Intersegment
	Services			Services		Services		Corporate			Eliminations			Consolidated
Revenues from external customers	$	435,683		$	29,979	$	21,998	$	14		$	-		$	487,674
Intersegment revenues		-			33,225		699		-			(33,924	)		-
Total net revenues		435,683			63,204		22,697		14			(33,924	)		487,674
Operating salaries and benefits		202,288			53,494		17,141		-			-			272,923
Self-insurance for workers’
compensation and general and
professional liability insurance		14,206			642		352		67			-			15,267
Other operating costs		127,671			2,540		2,699		-			(33,924	)		98,986
General and administrative expenses(1)		10,435			2,431		609		14,953			-			28,428
Provision for losses on
accounts receivable		4,316			316		77		-			-			4,709
Segment operating income (loss)	$	76,767		$	3,781	$	1,819	$	(15,006	)	$	-		$	67,361
Center rent expense		36,717			127		170		-			-			37,014
Depreciation and amortization		6,487			227		187		861			-			7,762
Interest, net		(30	)		-		-		4,885			-			4,855
Net segment income (loss)	$	33,593		$	3,427	$	1,462	$	(20,752	)	$	-		$	17,730
Identifiable segment assets	$	712,120		$	16,490	$	19,571	$	343,511		$	20,864		$	1,112,556
Goodwill	$	343,648		$	75	$	4,533	$	-		$	-		$	348,256
Segment capital expenditures	$	7,869		$	224	$	19	$	1,207		$	-		$	9,319

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term “segment operating income (loss)” is defined as earnings before center rent expense, depreciation and amortization, interest, integration costs, income tax expense and discontinued operations.

The term “net segment income (loss)” is defined as earnings before integration costs, income tax expense and discontinued operations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As of and for the
Three Months Ended
June 30, 2010
			Rehabilitation		Medical
	Inpatient		Therapy		Staffing						Intersegment
	Services		Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	419,010	$	30,017	$	22,875		$	6		$	-		$	471,908
Intersegment revenues		-		21,034		496			-			(21,530	)		-
Total net revenues		419,010		51,051		23,371			6			(21,530	)		471,908
Operating salaries and benefits		206,890		42,109		17,016			-			-			266,015
Self-insurance for workers’
compensation and general and
professional liability insurance		13,642		435		323			61			-			14,461
Other operating costs		111,266		2,177		3,181			-			(21,530	)		95,094
General and administrative expenses(1)		10,652		1,966		682			15,158			-			28,458
Provision for losses on
accounts receivable		4,768		166		(18	)		-			-			4,916
Segment operating income (loss)	$	71,792	$	4,198	$	2,187		$	(15,213	)	$	-		$	62,964
Center rent expense		18,484		118		203			-			-			18,805
Depreciation and amortization		11,319		159		182			802			-			12,462
Interest, net		2,619		-		-			9,070			-			11,689
Net segment income (loss)	$	39,370	$	3,921	$	1,802		$	(25,085	)	$	-		$	20,008
Identifiable segment assets	$	1,177,034	$	14,746	$	20,546		$	308,972		$	20,895		$	1,542,192
Goodwill	$	332,140	$	75	$	4,533		$	1,616		$	-		$	338,364
Segment capital expenditures	$	10,329	$	129	$	35		$	163		$	-		$	10,656

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term “segment operating income (loss)” is defined as earnings before center rent expense, depreciation and amortization, interest, transaction costs, income tax expense and discontinued operations.

The term “net segment income (loss)” is defined as earnings before transaction costs, income tax expense and discontinued operations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As of and for the
Six Months Ended
June 30, 2011
				Rehabilitation		Medical
	Inpatient			Therapy		Staffing						Intersegment
	Services			Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	867,160		$	60,076	$	44,314		$	21		$	-		$	971,571
Intersegment revenues		-			65,920		1,321			-			(67,241	)		-
Total net revenues		867,160			125,996		45,635			21			(67,241	)		971,571
Operating salaries and benefits		402,839			107,628		34,558			-			-			545,025
Self-insurance for workers’
compensation and general and
professional liability insurance		28,410			1,285		699			135			-			30,529
Other operating costs		254,551			4,708		5,559			-			(67,241	)		197,577
General and administrative expenses(1)		20,661			4,829		1,264			30,333			-			57,087
Provision for losses on
accounts receivable		9,428			640		(24	)		-			-			10,044
Segment operating income (loss)	$	151,271		$	6,906	$	3,579		$	(30,447	)	$	-		$	131,309
Center rent expense		73,329			254		343			-			-			73,926
Depreciation and amortization		12,824			453		374			1,690			-			15,341
Interest, net		(36	)		-		1			9,889			-			9,854
Net segment income (loss)	$	65,154		$	6,199	$	2,861		$	(42,026	)	$	-		$	32,188
Identifiable segment assets	$	712,120		$	16,490	$	19,571		$	343,511		$	20,864		$	1,112,556
Goodwill	$	343,648		$	75	$	4,533		$	-		$	-		$	348,256
Segment capital expenditures	$	14,376		$	953	$	72		$	2,755		$	-		$	18,156

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term “segment operating income (loss)” is defined as earnings before center rent expense, depreciation and amortization, interest, integration costs, income tax expense and discontinued operations.

The term “net segment income (loss)” is defined as earnings before integration costs, income tax expense and discontinued operations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As of and for the
Six Months Ended
June 30, 2010
			Rehabilitation		Medical
	Inpatient		Therapy		Staffing						Intersegment
	Services		Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	836,697	$	59,381	$	46,231		$	14		$	-		$	942,323
Intersegment revenues		-		42,187		640			-			(42,827	)		-
Total net revenues		836,697		101,568		46,871			14			(42,827	)		942,323
Operating salaries and benefits		413,114		83,810		34,180			-			-			531,104
Self-insurance for workers’
compensation and general and
professional liability insurance		27,285		864		630			122			-			28,901
Other operating costs		223,929		3,995		6,649			-			(42,827	)		191,746
General and administrative expenses(1)		20,131		4,126		1,332			30,424			-			56,013
Provision for losses on
accounts receivable		10,264		425		23			-			-			10,712
Segment operating income (loss)	$	141,974	$	8,348	$	4,057		$	(30,532	)	$	-		$	123,847
Center rent expense		36,699		240		413			-			-			37,352
Depreciation and amortization		22,501		311		362			1,636			-			24,810
Interest, net		5,343		-		(1	)		18,236			-			23,578
Net segment income (loss)	$	77,431	$	7,797	$	3,283		$	(50,404	)	$	-		$	38,107
Identifiable segment assets	$	1,177,034	$	14,746	$	20,546		$	308,972		$	20,895		$	1,542,192
Goodwill	$	332,140	$	75	$	4,533		$	1,616		$	-		$	338,364
Segment capital expenditures	$	25,871	$	330	$	149		$	1,364		$	-		$	27,714

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term “segment operating income (loss)” is defined as earnings before center rent expense, depreciation and amortization, interest, transaction costs, income tax expense and discontinued operations.

The term “net segment income (loss)” is defined as earnings before transaction costs, income tax expense and discontinued operations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Measurement of Segment Income

We evaluate financial performance and allocate resources primarily based on income or loss from operations before income taxes, excluding any unusual items. The following table reconciles net segment income to consolidated income before income taxes and discontinued operations (in thousands):

	For the Three Months Ended
	June 30,
	2011		2010
Net segment income	$	17,730	$	20,008
Transaction costs		-		2,248
Integration costs		167		-
Consolidated income before income taxes and
discontinued operations	$	17,563	$	17,760

	For the Six Months Ended
	June 30,
	2011		2010
Net segment income	$	32,188	$	38,107
Transaction costs		-		2,248
Integration costs		303		-
Consolidated income before income taxes and
discontinued operations	$	31,885	$	35,859

(8)  Subsequent Events

On July 29, 2011, the Centers for Medicare and Medicaid Services ("CMS") released its final rule for skilled nursing facilities for the 2012 federal fiscal year, which commences on October 1, 2011.  In the final rule, CMS adjusted Medicare payment rates to correct what it perceives is a lack of parity between RUGs III and RUGs IV.   CMS created the RUGs IV system to be budget neutral, but its analysis of billing data from the first eight months of implementation, October 1, 2010 to May 31, 2011, indicated that the RUGs IV system reimburses at a higher level overall than the RUGs III system.  CMS calculated that the aggregate increase in payments was 12.6%.  After the application of the market basket increase of 2.7% and the productivity adjustment of 1.0%, the net decrease in rates is 11.1%.  The final rule also contains technical changes related to group therapy and Minimum Data Set 3.0 scheduling that may impact the categorization of patients and related payment rates.  CMS has not estimated the impact related to these changes.  We are evaluating the potential net impact of the CMS final rule on our operations (principally the Inpatient Services business) as well as on our financial position, future earnings and corresponding cash flows, which could result in an impairment of our existing goodwill balance.

In addition, we are currently in discussion with the staff of the Securities and Exchange Commission  regarding the determination of our operating segments.  We believe that our determination of our operating segments under GAAP is appropriate. However, it is possible that the outcome of this discussion could require us to change how we define and disclose our operating segments. It is also possible that a change in how we define our operating segments would impact our reporting units which may impact any goodwill impairment testing and potentially result in a noncash goodwill impairment charge of up to $348 million (which represents our entire goodwill balance) on a pre-tax basis. This potential noncash goodwill impairment charge, if any, would not impact our operating cash flows as it is noncash in nature.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

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

Overview

Our subsidiaries are providers of nursing, rehabilitative and related specialty healthcare services primarily to the senior population in the United States. Our core business is providing inpatient services, primarily through 165 skilled nursing centers, 14 combined skilled nursing, assisted and independent living centers, 10 assisted living centers, two independent living centers and eight mental health centers with 22,898 licensed beds located in 25 states as of June 30, 2011. Our subsidiaries also provide hospice services, rehabilitation therapy services and temporary medical staffing services to skilled nursing centers.

In March 2010, the Patient Protection and Affordable Care Act (the “PPACA”) and the Health Care and Education Reconciliation Act of 2010 were signed into law. The combined laws create the Affordable Care Act (the “ACA”).  Together, these two measures make the most sweeping and fundamental changes to the U.S. health care system since the creation of Medicare and Medicaid. These new laws include a large number of health-related provisions that are scheduled to take effect over the next four years, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, and modifying certain payment systems to encourage more cost-effective care and a reduction of inefficiencies and waste, including through new tools to address fraud and abuse. We cannot predict the effect these laws or any future legislation or regulation will have on our future operations, including future reimbursement rates and occupancy in our inpatient facilities.

2010 Restructuring

In November 2010, our former parent, Sun Healthcare Group, Inc. (“Old Sun”) completed a restructuring of its business by separating its real estate assets and its operating assets into two separate publicly traded companies.  The restructuring consisted of certain key transactions including a reorganization, through a series of internal corporate restructurings, such that (i) substantially all of Old Sun’s owned real property and related mortgage indebtedness owed to third parties were transferred to or assumed by Sabra Health Care REIT, Inc. (“Sabra”), a Maryland corporation and a wholly-owned subsidiary of Old Sun, or one or more subsidiaries of Sabra, and (ii) all of Old Sun’s operations and other assets and liabilities were transferred to or assumed by SHG Services, Inc., a Delaware corporation and a wholly-owned subsidiary of Old Sun (“New Sun”), or one or more subsidiaries of New Sun.

In November 2010, Old Sun distributed to its stockholders on a pro rata basis all of the outstanding shares of New Sun common stock (the “Separation”), together with a pro rata cash distribution to Old Sun’s stockholders aggregating approximately $10 million.  Old Sun then merged with and into Sabra, with Sabra surviving the merger and Old Sun’s stockholders receiving shares of Sabra common stock in exchange for their shares of Old Sun’s common stock (the “REIT Conversion Merger”).  Immediately following the Separation and REIT Conversion Merger, New Sun changed its name to Sun Healthcare Group, Inc.  Pursuant to master lease agreements that were entered into between subsidiaries of Sabra and of New Sun in connection with the Separation, subsidiaries of Sabra lease to subsidiaries of New Sun the properties that Sabra’s subsidiaries own following the REIT Conversion Merger.

The Separation was accounted for as a reverse spinoff where New Sun was designated as the “accounting” spinnor and Sabra was designated as the “accounting” spinnee.  Accordingly, the assets and liabilities distributed were recorded based on their historical carrying values.

For accounting purposes, the historical consolidated financial statements of Old Sun became the historical consolidated financial statements of New Sun after the distribution on November 15, 2010. In this Form 10-Q, we discuss financial and other data of both Old Sun and of New Sun because New Sun has continued the business of Old Sun and is the successor issuer to Old Sun for purposes of the Securities Exchange of 1934, as amended (the “Exchange Act”).   References to ‘we’, ‘us’ ‘our’ and the ‘Company’ refer to Old Sun and New Sun and their businesses.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Revenues from Medicare, Medicaid and Other Sources

We receive revenues from Medicare, Medicaid, commercial insurance, self-pay residents, other third party payors and healthcare centers that utilize our specialty medical services. The sources and amounts of our inpatient services revenues are determined by a number of factors, including the number of licensed beds and occupancy rates of our centers, the acuity level of patients and the rates of reimbursement among payors. Federal and state governments continue to focus on methods to curb spending on health care programs such as Medicare and Medicaid, and pressures on federal and state budgets resulting from the current economic conditions in the United States may intensify these efforts. This focus has not been limited to skilled nursing centers, but includes specialty services provided by us, such as skilled therapy services, to third parties. We cannot at this time predict the extent to which proposals limiting federal or state expenditures will be adopted or, if adopted and implemented, what effect, if any, such proposals will have on us. Efforts to impose reduced coverage, greater discounts and more stringent cost controls by government and other payors are expected to continue.

In addition, we have experienced, and may continue to experience, due to current economic conditions, reduced demand for the specialty services that we provide to third parties.  We are unable to predict the future impact or extent of such reduced demand.

The following table sets forth the total nonaffiliated revenues and percentage of revenues by payor source for our continuing operations, on a consolidated and on an inpatient operations only basis, for the periods indicated (data is in thousands and includes revenues for acquired centers following the date of acquisition only):

	For the								For the
	Three Months Ended								Six Months Ended
Sources of Revenues	June 30, 2011				June 30, 2010				June 30, 2011				June 30, 2010
Consolidated:
Medicaid	$	186,482	38.2	%	$	188,903	40.0	%	$	371,161	38.2	%	$	376,209	39.9	%
Medicare		160,078	32.8			140,717	29.8			317,699	32.7			282,240	30.0
Private pay and other		116,207	23.9			118,348	25.1			233,336	24.0			235,540	25.0
Managed care and
commercial insurance		24,907	5.1			23,940	5.1			49,375	5.1			48,334	5.1
Total	$	487,674	100.0	%	$	471,908	100.0	%	$	971,571	100.0	%	$	942,323	100.0	%
Inpatient Only:
Medicaid	$	186,461	42.8	%	$	188,875	45.1	%	$	371,089	42.8	%	$	376,145	45.0	%
Medicare		155,595	35.7			136,000	32.5			308,573	35.6			273,065	32.6
Private pay and other		69,007	15.8			70,490	16.8			138,679	16.0			139,729	16.7
Managed care and
commercial insurance		24,620	5.7			23,645	5.6			48,819	5.6			47,758	5.7
Total	$	435,683	100.0	%	$	419,010	100.0	%	$	867,160	100.0	%	$	836,697	100.0	%

Medicare

Medicare is available to nearly every United States citizen 65 years of age and older. It is a broad program of health insurance designed to help the nation’s elderly meet hospital, hospice, home health and other health care costs. Health insurance coverage extends to certain persons under age 65 who qualify as disabled or those having end-stage renal disease. Medicare is comprised of four related health insurance programs.  Medicare Part A provides for inpatient services including hospital, skilled long-term care, hospice and home healthcare. Medicare Part B provides for outpatient services including physicians’ services, diagnostic service, durable medical equipment, skilled therapy services and medical supplies.  Medicare Part C is a managed care option (“Medicare Advantage”) for beneficiaries who are entitled to Part A and enrolled in Part B.  Medicare Part D is a benefit that provides prescription drug benefits for both Medicare and Medicare/Medicaid dually eligible patients.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Medicare reimburses our skilled nursing centers for Medicare Part A services under the Prospective Payment System (“PPS”) as defined by the Balanced Budget Act of 1997 and subsequent revisions, the most recent of which was effective October 1, 2010. PPS regulations predetermine a payment amount per patient, per day, based on the 1995 costs of treating patients indexed forward. The amount to be paid is determined by classifying each patient into one of 53 Resource Utilization Group  (“RUGs”) categories prior to October 1, 2010 (these 53 RUGs categories are referred to collectively as “RUGs III”) and 66 RUGs categories after October 1, 2010 (these 66 RUGs categories are referred to collectively as “RUGs IV”).  Each RUGs level represents the level of services required to treat the patient’s condition or level of acuity.

Under the RUGs III system, the Centers for Medicare and Medicaid Services ("CMS") considered some services that were delivered in the hospital when determining the payment category, referred to as the “lookback.”  Under the RUGs IV system, CMS eliminated this consideration.   The RUGs III system also reimbursed for therapy service delivered concurrently, in a group or individually at the same rate.  The RUGs IV system changes maintain the same reimbursement methodology for group and individual therapy, but will only consider concurrent therapy if it is delivered to two patients and divides the services between the two patients that receive the services.

Changes were also made in the qualifications required to qualify for each RUGs level and additional levels were added to provider further refinement.

The following table sets forth the average amounts of inpatient Medicare Part A revenues per patient, per day, recorded by our healthcare centers for the periods indicated:

	For the				For the
	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
$	519.04	$	464.04	$	519.97	$	465.02

Under current law, there are limits on reimbursement provided under Medicare Part B for therapy services.  An automatic exception was in place for patients residing in skilled nursing centers.  That exception will continue through December 31, 2011.

Effective January 1, 2011, changes were made in the payment methodology for Medicare Part B services received by patients in a skilled nursing facility setting. As part of the Physician Fee Schedule, CMS applied a Multiple Procedure Payment Reduction (“MPPR”).  CMS previously applied an MPPR to diagnostic services and is now expanding it to include other Part B services.  A portion of the payment for Part B services is related to activities that CMS contends are only delivered one time when multiple units of the same or related services are delivered on the same day.  CMS reduced the portion of the rate that contains these services by 25%, which equates to a 7.2% reduction in the reimbursement rate for Part B therapy services provided by us.  The change reduces the amount we are able to charge to internal and external customers.  We estimate the impact to be a $6.5 million annual reduction in consolidated revenues.

In July 2010, CMS issued its final rule for skilled nursing facilities for the 2011 federal fiscal year, which commenced on October 1, 2010.  This rule provides for a market basket increase of 2.3%, which is reduced by a prior period market basket adjustment of 0.6%, generating a net market basket increase of 1.7%.

On July 29, 2011, CMS released its final rule for skilled nursing facilities for the 2012 federal fiscal year, which commences on October 1, 2011.  In the final rule, CMS adjusted Medicare payment rates to correct what it perceives is a lack of parity between RUGs III and RUGs IV.   CMS created the RUGs IV system to be budget neutral, but its analysis of billing data from the first eight months of implementation, October 1, 2010 to May 31, 2011, indicated that the RUGs IV system reimburses at a higher level overall than the RUGs III system.  CMS calculated that the aggregate increase in payments was 12.6%.  After the application of the market basket increase of 2.7% and the productivity adjustment of 1.0%, the net decrease in rates is 11.1%. While we are still estimating the net impact of the final rule on our operations, we believe that we can mitigate a portion of that impact without affecting the quality of our patient care.

        The final rule also contains technical changes related to group therapy and Minimum Data Set 3.0 scheduling that may impact the categorization of patients and related payment rates.  CMS has not estimated the impact related to these changes.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

We receive Medicare reimbursements for hospice care at daily or hourly rates based on the level of care furnished to the patient.  Our ability to receive Medicare reimbursement for our hospice services is subject to two limitations:

· If inpatient days of care provided to all patients at a hospice exceed 20% of the total days of hospice care provided by that hospice for an annual period, then payment for days in excess of this limit are paid for at the lower routine home care rate.  None of our hospice programs exceeded the payment limits on inpatient services for 2010 or 2009.

· Overall payments made by Medicare on a per hospice program basis are subject to a cap amount at the end of an annual period.  The cap amount is calculated by multiplying the number of first time Medicare hospice beneficiaries during the year 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 program exceeds its aggregate cap, then the hospice must repay the excess.

In July 2010, CMS issued its final rule for hospice services for the 2011 federal fiscal year.  The rule includes a market basket increase of 2.6% and a 0.8% decrease resulting from a phase out of the wage index budget neutrality factor.  We estimate that the net impact on our hospice service operations of these two adjustments will be an increase of 2.2% in our reimbursement rates, which we estimate will result in increased revenues of approximately $0.2 million per quarter.

On April 29, 2011, CMS released its proposed rule for hospice providers for the 2012 federal fiscal year, which commences on October 1, 2011.   This proposal contained an estimated market basket increase of 2.8%, which is reduced by 0.8% as a result of the phase out of the wage index budget neutrality factor.  We estimate the average increase in hospice payments for the federal fiscal year 2012 will be 2.3%.  CMS also applied wage index updates.  We expect to experience an increase of 1.9% in hospice revenues per quarter.  

The proposed rule also includes a change in the methodology used to apply the aggregate hospice cap.  This change is optional and we do not anticipate any impact on our hospice revenues. 

Medicaid

Medicaid is a state-administered program financed by state funds and federal matching funds. The program provides for medical assistance to the indigent and certain other eligible persons. Although administered under broad federal regulations, states are given flexibility to construct programs and payment methods. Each state in which we operate nursing and rehabilitation centers has its own unique Medicaid reimbursement system.

Medicaid outlays are a significant component of state budgets, and there have been cost containment pressures on Medicaid outlays for skilled nursing centers.  The current economic downturn has caused many states to institute freezes on or reductions in Medicaid spending to address state budget concerns.

Twenty-one of the states in which we operate impose a provider tax on skilled nursing centers as a method of increasing federal matching funds paid to those states for Medicaid.  Those states that have imposed the provider tax have used some or all of the matching funds to fund Medicaid reimbursement to skilled nursing centers.

The following table sets forth the average amounts of inpatient Medicaid revenues per patient, per day (excluding any impact of individually identifiable state-imposed provider taxes), recorded by our healthcare centers for the periods indicated:

	For the				For the
	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
$	174.00	$	173.03	$	173.13	$	172.81

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

For comparison purposes, the following table sets forth the average amounts of inpatient Medicaid revenues per patient, per day (including the impact from individually identifiable state-imposed provider taxes), recorded by our healthcare centers for the periods indicated:

	For the				For the
	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
$	159.15	$	159.62	$	158.38	$	159.35

The State of California has instituted a holdback of 10% on Medicaid payments to providers.  The reimbursement rates remain unchanged, but 10% of payment for dates of service from June 1, 2011 to June 30, 2012 will be retained by the state.  Legislation requires that the funds be repaid no later than December 31, 2012.  Implementation requires that CMS approve a State Plan Amendment.

Managed Care and Insurance

During the three months ended June 30, 2011, we received 5.1% of our revenues from managed care and insurance, of which the Medicare Advantage program is the primary component.  As discussed above, Medicare Advantage is the managed care option for Medicare beneficiaries.  Medicare Advantage is administered by contracted third party payors.  The managed care and insurance payors are continuing their efforts to control healthcare costs through direct contracts with healthcare providers and increased utilization review.  These payors are increasingly demanding discounted fee structures and the assumption by healthcare providers of all or a portion of the financial risk.

The following table sets forth the average amounts of inpatient revenues per patient, per day, recorded by our healthcare centers from these revenue sources for the periods indicated:

	For the				For the
	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
$	376.97	$	367.37	$	372.20	$	365.58

Private Payors, Veterans and Other

During the three months ended June 30, 2011, we received 23.9% of our revenues from private payors, veterans’ coverage, healthcare centers that utilize our specialty medical services, self-pay center residents and other third party payors. These private and other payors are continuing their efforts to control healthcare costs.  Private payor rates are set at a price point that enables continued competition; they are driven by the markets in which our healthcare centers operate.

The following table sets forth the average amounts of inpatient revenues per patient, per day, recorded by our healthcare centers from these revenue sources for the periods indicated:

	For the				For the
	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
$	189.55	$	188.79	$	193.05	$	189.19

Other Reimbursement Matters

Net revenues realizable under third-party payor agreements are subject to change due to examination and retroactive adjustment by payors during the settlement process. Under cost-based reimbursement plans, payors may either delay or disallow, in whole or in part, requests for reimbursement based on determinations that certain costs are not reimbursable or reasonable or because additional supporting documentation is necessary. We recognize revenues from third-party payors and accrue estimated settlement amounts in the period in which the related services are provided. We estimate these settlement balances by making determinations based on our prior settlement experience and our understanding of the applicable reimbursement rules and regulations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Recent Accounting Pronouncements

Discussion of recent accounting pronouncements can be found in the “Recent Accounting Pronouncements” portion of Note 1 – “Nature of Business” to our consolidated financial statements included in this Form 10-Q.

Results of Operations

The following tables set forth our unaudited historical consolidated income statements and certain percentage relationships for the periods presented (dollars in thousands):

	For the Three			For the Three			As a Percentage of Net Revenues
	Months Ended			Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Total net revenues	$	487,674		$	471,908			100.0	%		100.0	%
Costs and expenses:
Operating salaries and benefits		272,923			266,015			56.0			56.4
Self-insurance for workers’ compensation and
general and professional liabilities		15,267			14,461			3.1			3.1
Other operating costs (1)		112,462			108,395			23.1			23.0
Center rent expense		37,014			18,805			7.6			4.0
General and administrative expenses		14,952			15,157			3.1			3.2
Depreciation and amortization		7,762			12,462			1.6			2.6
Provision for losses on accounts receivable		4,709			4,916			1.0			1.0
Interest, net		4,855			11,689			1.0			2.5
Other		167			2,248			-			0.5
Income before income taxes and discontinued
operations		17,563			17,760			3.6			3.8
Income tax expense		7,201			7,135			1.5			1.5
Income from continuing operations		10,362			10,625			2.1			2.3
Loss from discontinued operations, net		(416	)		(652	)		(0.1	)		(0.1	)
Net income	$	9,946		$	9,973			2.0	%		2.2	%
Supplemental Financial Information (2):
EBITDA	$	30,180		$	41,911			6.2	%		8.9	%
Adjusted EBITDA	$	30,347		$	41,911			6.2	%		8.9	%
Adjusted EBITDAR	$	67,361		$	60,716			13.8	%		12.9	%

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

	For the Six			For the Six			As a Percentage of Net Revenues
	Months Ended			Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Total net revenues	$	971,571		$	942,323			100.0	%		100.0	%
Costs and expenses:
Operating salaries and benefits		545,025			531,104			56.1			56.4
Self-insurance for workers’ compensation and
general and professional liabilities		30,529			28,901			3.1			3.1
Other operating costs (1)		224,333			217,335			23.1			23.1
Center rent expense		73,926			37,352			7.6			4.0
General and administrative expenses		30,331			30,424			3.1			3.2
Depreciation and amortization		15,341			24,810			1.6			2.6
Provision for losses on accounts receivable		10,044			10,712			1.0			1.1
Interest, net		9,854			23,578			1.0			2.5
Other		303			2,248			-			0.2
Income before income taxes and discontinued
operations		31,885			35,859			3.3			3.8
Income tax expense		13,073			14,431			1.3			1.5
Income from continuing operations		18,812			21,428			2.0			2.3
Loss from discontinued operations, net		(754	)		(1,257	)		(0.1	)		(0.1	)
Net income	$	18,058		$	20,171			1.9	%		2.2	%
Supplemental Financial Information (2):
EBITDA	$	57,080		$	84,247			5.9	%		8.9	%
Adjusted EBITDA	$	57,383		$	84,247			5.9	%		8.9	%
Adjusted EBITDAR	$	131,309		$	121,599			13.5	%		12.9	%

(1) Operating administrative expenses are included in “other operating costs” above.

(2) We define EBITDA as net income before loss from discontinued operations, interest expense (net of interest income), income tax expense, depreciation and amortization.  EBITDA margin is EBITDA as a percentage of revenue.  Adjusted EBITDA is EBITDA adjusted for integration costs.  Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue.  Adjusted EBITDAR is Adjusted EBITDA before center rent expense.  Adjusted EBITDAR margin is Adjusted EBITDAR as a percentage of revenue.

We believe that the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR provides useful information regarding our operational performance because they enhance the overall understanding of the financial performance and prospects for the future of our core business activities.

Specifically, we believe that a presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR provides consistency in our financial reporting and provides a basis for the comparison of results of core business operations between our current, past and future periods.  EBITDA, Adjusted EBITDA and Adjusted EBITDAR are three of the primary indicators we use for planning and forecasting in future periods, including trending and analyzing the core operating performance of our business from period-to-period without the effect of GAAP expenses, revenues and gains that are unrelated to the day-to-day performance of our business. We also use EBITDA, Adjusted EBITDA and Adjusted EBITDAR to benchmark the performance of our business against expected results, analyzing year-over-year trends as described below and to compare our operating performance to that of our competitors.

In addition to other financial measures, including net segment income, we use EBITDA, Adjusted EBITDA and Adjusted EBITDAR to assess the performance of our core business operations, to prepare operating budgets and to measure our performance against those budgets on a consolidated, segment and a center-by-center level.  EBITDA, Adjusted EBITDA and Adjusted EBITDAR are useful in this regard because they do not include such costs as interest expense (net of interest income), income taxes and depreciation and amortization expense, which may vary from business unit to business unit and period-to-period depending upon various factors, including the method used to finance the business, the amount of debt that we have determined to incur, whether a center is owned or leased, the date of acquisition of a facility or business, the original purchase price of a facility or business unit or the tax law of the state in which a business unit operates. These types of charges are dependent on factors unrelated to our underlying business. As a result, we believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDAR provides a meaningful and consistent comparison of our underlying business between periods by eliminating certain items required by GAAP which have little or no significance in our day-to-day operations.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

We also make capital allocations to each of our centers based on the centers’ lease terms and their expected Adjusted EBITDA returns.  We establish compensation and bonus programs for our center-level employees that are based upon the achievement of pre-established Adjusted EBITDA targets.

Despite the importance of these measures in analyzing our underlying business, maintaining our financial requirements, designing incentive compensation and for our goal setting both on an aggregate and facility level basis, EBITDA, Adjusted EBITDA and Adjusted EBITDAR are non-GAAP financial measures that have no standardized meaning defined by GAAP.  As the items excluded from EBITDA, Adjusted EBITDA and Adjusted EBITDAR are significant components in understanding and assessing our financial performance, EBITDA, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as alternatives to net income, cash flows generated by or used in operating, investing or financing activities or other financial statement data presented in the consolidated financial statements included in this Form 10-Q as indicators of financial performance or liquidity.  Therefore, our EBITDA, Adjusted EBITDA 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 under GAAP.  Some of these limitations are:

· they do not reflect our cash expenditures, or future 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 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 in order to remain competitive in the market, and EBITDA, Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements;

· they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows; 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 EBITDA, Adjusted EBITDA and Adjusted EBITDAR only to supplement net income on a basis prepared in conformance with GAAP in order to provide a more complete understanding of the factors and trends affecting our business. We strongly encourage investors to consider net income determined under GAAP as compared to EBITDA, Adjusted EBITDA and Adjusted EBITDAR, and to perform their own analysis, as appropriate.

The following table provides a reconciliation of our net income, which is the most directly comparable financial measure presented in accordance with GAAP, to EBITDA, Adjusted EBITDA and Adjusted EBITDAR for the periods indicated (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Net income	$	9,946	$	9,973	$	18,058	$	20,171
Plus:
Loss from discontinued operations, net		416		652		754		1,257
Income tax expense		7,201		7,135		13,073		14,431
Interest expense, net		4,855		11,689		9,854		23,578
Depreciation and amortization		7,762		12,462		15,341		24,810
EBITDA	$	30,180	$	41,911	$	57,080	$	84,247
Plus:
Integration costs		167		-		303		-
Adjusted EBITDA	$	30,347	$	41,911	$	57,383	$	84,247
Plus:
Center rent expense		37,014		18,805		73,926		37,352
Adjusted EBITDAR	$	67,361	$	60,716	$	131,309	$	121,599

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

The following discussion of the “Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010” is based, in part, on the financial information presented in Note 7 – “Segment Information” in our consolidated financial statements included in this Form 10-Q.

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

The following summarizes our results of operations on a consolidated basis.  A more detailed discussion and analysis of the results of operations of each of our segments (Inpatient Services, Rehabilitation Therapy Services, Medical Staffing Services and Corporate) is provided below under “Segment Information.”

Net revenues increased $15.8 million, or 3.3%, to $487.7 million for the three months ended June 30, 2011 from $471.9 million for the three months ended June 30, 2010.  We reported net income for the three month periods ended June 30, 2011 and 2010 of $9.9 million and $10.0 million, respectively.

The increase in net revenues for the 2011 period included $16.7 million of additional revenue in our Inpatient Services segment primarily due to higher Medicare revenue driven by increased Medicare Part A rates, plus the December 2010 acquisition of a hospice company.  These increases were partially offset by a $0.9 million decrease in nonaffiliated revenue from our Medical Staffing segment, mainly due to a decrease in billable therapy and pharmacy hours.

Operating salaries and benefits increased $6.9 million, or 2.6%, to $272.9 million (56.0% of net revenues) for the three months ended June 30, 2011 from $266.0 million (56.4% of net revenues) for the three months ended June 30, 2010.  The increase resulted primarily from increased wage rates and benefits in all segments to remain competitive in local markets. Additionally, costs increased in our Inpatient Services segment due to the acquisition of a hospice company in December 2010 and in our Rehabilitation Therapy Services segment due to an increased nonaffiliated service volume.

Self-insurance for workers’ compensation and general and professional liability insurance increased $0.8 million, or 5.5%, to $15.3 million (3.1% of net revenues) for the three months ended June 30, 2011 from $14.5 million (3.1% of net revenues) for the three months ended June 30, 2010, primarily due to increased claims related activity in our general and professional liability self-insurance.

Other operating costs increased $4.1 million, or 3.8%, to $112.5 million (23.1% of net revenues) for the three months ended June 30, 2011 from $108.4 million (23.0% of net revenues) for the three months ended June 30, 2010.  The increase was primarily due to increases in purchased services, supplies and provider taxes.

Center rent expense increased $18.2 million, or 96.8%, to $37.0 million (7.6% of net revenues) for the three months ended June 30, 2011 from $18.8 million (4.0% of net revenues) for the three months ended June 30, 2010.  The increase is primarily attributable to the new lease agreements entered into with Sabra in conjunction with the Separation.

General and administrative expenses decreased $0.2 million, or 1.3%, to $15.0 million (3.1% of net revenues) for the three months ended June 30, 2011 from $15.2 million (3.2% of net revenues) for the three months ended June 30, 2010.  The decrease was primarily due to decreased professional fees.

Depreciation and amortization decreased $4.7 million, or 37.6%, to $7.8 million (1.6% of net revenues) for the three months ended June 30, 2011 from $12.5 million (2.6% of net revenues) for the three months ended June 30, 2010.  The decrease was attributable to the transfer of assets in conjunction with the Separation.

The provision for losses on accounts receivable decreased $0.2 million, or 4.1%, to $4.7 million (1.0% of net revenues) for the three months ended June 30, 2011 from $4.9 million (1.0% of net revenues) for the three months ended June 30, 2010.  The decrease resulted from improving cash collections trends, which improved our accounts receivable aging, leading to a reduction in our provision for losses on accounts receivable for the three months ended June 30, 2011 when compared to the three months ended June 30, 2010.

Net interest expense decreased $6.8 million, or 58.1%, to $4.9 million (1.0% of net revenues) for the three months ended June 30, 2011 from $11.7 million (2.5% of net revenues) for the three months ended June 30, 2010 due to lower aggregate indebtedness resulting from the Separation.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Segment Information

The following table sets forth the amount and percentage of certain elements of total net revenues for the three months ended June 30 (dollars in thousands):

	2011					2010
Inpatient Services	$	435,683		89.3	%	$	419,010		88.8	%
Rehabilitation Therapy Services		63,204		13.0			51,051		10.8
Medical Staffing Services		22,697		4.7			23,371		5.0
Corporate		14		-			6		-
Intersegment Eliminations		(33,924	)	(7.0	)		(21,530	)	(4.6	)
Total net revenues	$	487,674		100.0	%	$	471,908		100.0	%

Inpatient Services revenues include revenues billed to patients for therapy and medical staffing provided by our affiliated operations.  The following table sets forth a summary of the intersegment revenues for the three months ended June 30 (in thousands):

	2011		2010
Rehabilitation Therapy Services	$	33,225	$	21,034
Medical Staffing Services		699		496
Total intersegment revenue	$	33,924	$	21,530

The following table sets forth the amount of net segment income for the three months ended June 30 (in thousands):

	2011			2010
Inpatient Services	$	33,593		$	39,370
Rehabilitation Therapy Services		3,427			3,921
Medical Staffing Services		1,462			1,802
Net segment income before Corporate		38,482			45,093
Corporate		(20,752	)		(25,085	)
Net segment income	$	17,730		$	20,008

Our reportable segments are strategic business units that provide different products and services.  They are managed separately because each business has different marketing strategies due to differences in types of customers, distribution channels and capital resource needs.  We evaluate the operational strengths and performance of each segment based on financial measures, including net segment income.  Net segment income is defined as earnings before income tax expense, transaction costs, integration costs, loss on sale of assets and discontinued operations. Net segment income for the three months ended June 30, 2011 for (1) our Inpatient Services segment decreased $5.8 million, or 14.7%, to $33.6 million, (2) our Rehabilitation Therapy Services segment decreased $0.5 million, or 12.6%, to $3.4 million and (3) our Medical Staffing Services segment decreased $ 0.3 million, or 18.9%, to $1.5 million in comparison to the three months ended June 30, 2010, due to the factors discussed below for each segment.  We use the measure of net segment income to help identify opportunities for improvement and assist in allocating resources to each segment. 

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Inpatient Services

Net revenues increased $16.7 million, or 4.0%, to $435.7 million for the three months ended June 30, 2011 from $419.0 million for the three months ended June 30, 2010.  The increase was primarily the result of:

-	a $17.2 million increase in Medicare revenues as a result of a $13.8 million increase in revenues from higher Medicare Part A rates, a $3.7 million increase due to an increased customer base, offset in part by a $0.3 million decrease in Medicare Part B revenues;
-	a $3.5 million increase in hospice revenues due to internal growth and an acquisition of a hospice company in December 2010;
-	a $1.2 million increase in managed care and commercial insurance revenues driven primarily by improved rates; and
-	a $0.8 million increase in other revenue including from veterans’ coverage and other various inpatient services;
	Offset in part by:
-	a $2.8 million decrease due to closure of operations in 2010 and 2011;
-	a $1.9 million decrease in private revenues primarily due to a lower customer base; and
-	a $1.3 million decrease in Medicaid revenues consisting of $1.9 million from a decrease in customer base, offset in part by a $0.6 million increase related to higher rates.

Operating salaries and benefits expenses decreased $4.6 million, or 2.2%, to $202.3 million for the three months ended June 30, 2011 from $206.9 million for the three months ended June 30, 2010.  The decrease was attributable to the following:

-	a decrease of $6.9 million in therapist salaries due to their transfer from our Inpatient Services segment to our Rehabilitation Services segment;
	Offset in part by:
-	an increase in salaries and related benefits of $1.5 million related to an acquisition of a hospice company in December 2010; and
-	increases in compensation and related benefits and taxes of $0.8 million to remain competitive in local markets.

Self-insurance for workers’ compensation and general and professional liability insurance increased $0.6 million, or 4.2%, to $14.2 million for the three months ended June 30, 2011 as compared to $13.6 million for the three months ended June 30, 2010, which was driven by increased claims related activity in our general and professional liability self-insurance.

Other operating costs increased $16.4 million, or 14.7%, to $127.7 million for the three months ended June 30, 2011 from $111.3 million for the three months ended June 30, 2010.  The increase was attributable to the following:

- an $11.9 million increase in contract labor resulting from use of therapists in our Rehabilitation Therapy Services segment who were formerly employed by our Inpatient Services segment plus an increase in higher acuity patients requiring more rehabilitation therapy;

- a $1.5 million increase in purchased services primarily related to outsourced housekeeping contracts;

- a $1.5 million increase in other supplies, principally food and oxygen;

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-	a $1.3 million increase in provider taxes due to increased provider tax rates from a number of states in which we operate;
-	a $0.9 million increase in utility costs; and
-	a $0.7 million increase in legal fees;
	Offset in part by:
-	a $0.7 million decrease in administrative costs to manage the therapists that transferred to our Rehabilitation Therapy Services segment;
-	a $0.4 million decrease in training and recruitment costs; and
-	a $0.3 million decrease in meeting and conference expenses.

Operating administrative expenses decreased $0.3 million, or 2.8%, to $10.4 million for the three months ended June 30, 2011 compared to $10.7 million for the three months ended June 30, 2010, primarily due to lower salaries and benefits expense.

Center rent expense increased $18.2 million, or 98.4%, to $36.7 million for the three months ended June 30, 2011 from $18.5 million for the three months ended June 30, 2010.  The increase is attributable to the new lease agreements entered into with Sabra in conjunction with the Separation and other negotiated rent increases.

Depreciation and amortization decreased $4.8 million, or 42.5%, to $6.5 million for the three months ended June 30, 2011 from $11.3 million for the three months ended June 30, 2010.  The decrease was attributable to the transfer of assets in conjunction with the Separation.

The provision for losses on accounts receivable decreased $0.5 million, or 10.4%, to $4.3 million for the three months ended June 30, 2011 from $4.8 million for the three months ended June 30, 2010.  The decreased expense is due to improving cash collections trends.

Net interest expense decreased $2.6 million, or 100.0%, for the three months ended June 30, 2011 from $2.6 million for the three months ended June 30, 2010.  The decrease is the result of the transfer of mortgages for previously owned centers to Sabra in conjunction with the Separation.  Our remaining owned centers have no debt.

Rehabilitation Therapy Services

Total revenues from the Rehabilitation Therapy Services segment increased $12.1 million, or 23.7%, to $63.2 million for the three months ended June 30, 2011 from $51.1 million for the three months ended June 30, 2010. The revenue increase was the result of an increase of $12.1 million attributable to increased billable minutes, due to the addition of 55 new contracts (net of lost contracts), 48 of which were affiliated contracts primarily resulting from the transfer of therapy employees from our Inpatient Services segment to our Rehabilitation Therapy Services segment.

Revenue per minute was essentially flat due to the negative impacts of the MPPR rule that was put in place January 2011 in the amount of $1.5 million, fully offset by nonaffiliated and affiliated rate increases as well as other Part B rate increases and adjustments.

Operating salaries and benefits expenses increased $11.4 million, or 27.1%, to $53.5 million for the three months ended June 30, 2011 from $42.1 million for the three months ended June 30, 2010.  The increase was driven by the transfer of therapists from our Inpatient Services segment to our Rehabilitation Therapy services segments associated with the 48 net affiliated contract growth and wage rate increases to remain competitive in local markets.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Medical Staffing Services

Total revenues from the Medical Staffing Services segment decreased $0.7 million, or 2.9%, to $22.7 million for the three months ended June 30, 2011 from $23.4 million for the three months ended June 30, 2010.  The decrease was primarily the result of:

- a decrease of $0.6 million due to a decline in therapy and pharmacy staffing hours; and

- a decrease of $0.1 million due to lower fees earned from the temporary placement of physicians.

Operating salaries and benefits expenses increased $0.1 million, or 0.7%, to $17.1 million for the three months ended June 30, 2011 as compared to $17.0 million for the three months ended June 30, 2010.  The increase in operating salaries and benefits is due to wage rate increases to remain competitive in local markets.

Corporate

General and administrative expenses not directly attributed to segments decreased $0.2 million, or 1.3%, to $15.0 million for the three months ended June 30, 2011 from $15.2 million for the three months ended June 30, 2010.  The decrease was primarily due to decreased professional fees.

Interest expense not directly attributed to operating segments decreased $4.2 million, or 46.2%, to $4.9 million for the three months ended June 30, 2011 from $9.1 million for the three months ended June 30, 2010 due to lower aggregate indebtedness resulting from the Separation.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

The following summarizes our results of operations on a consolidated basis.  A more detailed discussion and analysis of the results of operations of each of our segments (Inpatient Services, Rehabilitation Therapy Services, Medical Staffing Services and Corporate) is provided below under “Segment Information.”

Net revenues increased $29.3 million, or 3.1%, to $971.6 million for the six months ended June 30, 2011 from $942.3 million for the six months ended June 30, 2010.  We reported net income for the six month periods ended June 30, 2011 and 2010 of $18.1 million and $20.2 million, respectively.

The increase in net revenues for the 2011 period included $30.5 million of additional revenue in our Inpatient Services segment primarily due to higher Medicare revenue driven by increased Medicare Part A rates plus the December 2010 acquisition of a hospice company.  A $0.7 million increase in nonaffiliated revenue from our Rehabilitation Therapy segment, due primarily to increases in billable minutes but partially offset by the negative impact of the implementation of MPPR, also contributed to the increase in net revenues.  These increases were partially offset by a $1.9 million decrease in nonaffiliated revenue from our Medical Staffing segment, mainly due to a decrease in billable therapy and pharmacy hours plus reduced fees from the temporary placement of physicians.

Operating salaries and benefits increased $13.9 million, or 2.6%, to $545.0 million (56.1% of net revenues) for the six months ended June 30, 2011 from $531.1 million (56.4% of net revenues) for the six months ended June 30, 2010.  The increase resulted primarily from increased wage rates and benefits in all segments to remain competitive in local markets. Additionally, costs increased in our Inpatient Services segment due to the acquisition of a hospice company in December 2010 and in our Rehabilitation Therapy Services segment due to an increased nonaffiliated service volume.

Self-insurance for workers’ compensation and general and professional liability insurance increased $1.6 million, or 5.5%, to $30.5 million (3.1% of net revenues) for the six months ended June 30, 2011 from $28.9 million (3.1% of net revenues) for the six months ended June 30, 2010, primarily due to increased claims related activity in our general and professional liability self-insurance.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Other operating costs increased $7.0 million, or 3.2%, to $224.3 million (23.1% of net revenues) for the six months ended June 30, 2011 from $217.3 million (23.1% of net revenues) for the six months ended June 30, 2010.  The increase was primarily due to increases in purchased services, supplies and provider taxes.

Center rent expense increased $36.5 million, or 97.6%, to $73.9 million (7.6% of net revenues) for the six months ended June 30, 2011 from $37.4 million (4.0% of net revenues) for the six months ended June 30, 2010.  The increase is primarily attributable to the new lease agreements entered into with Sabra in conjunction with the Separation.

General and administrative expenses decreased $0.1 million, or 0.3%, to $30.3 million (3.1% of net revenues) for the six months ended June 30, 2011 from $30.4 million (3.2% of net revenues) for the six months ended June 30, 2010.  The decrease was primarily due to decreased professional fees.

Depreciation and amortization decreased $9.5 million, or 38.3%, to $15.3 million (1.6% of net revenues) for the six months ended June 30, 2011 from $24.8 million (2.6% of net revenues) for the six months ended June 30, 2010.  The decrease was attributable to the transfer of assets in conjunction with the Separation.

The provision for losses on accounts receivable decreased $0.7 million, or 6.5%, to $10.0 million (1.0% of net revenues) for the six months ended June 30, 2011 from $10.7 million (1.1% of net revenues) for the six months ended June 30, 2010.  The decrease resulted from improving cash collections trends, which improved our accounts receivable aging, leading to a reduction in our provision for losses on accounts receivable for the six months ended June 30, 2011 when compared to the six months ended June 30, 2010.

Net interest expense decreased $13.7 million, or 58.1%, to $9.9 million (1.0% of net revenues) for the six months ended June 30, 2011 from $23.6 million (2.5% of net revenues) for the six months ended June 30, 2010 due to lower aggregate indebtedness resulting from the Separation.

Segment Information

The following table sets forth the amount and percentage of certain elements of total net revenues for the six months ended June 30 (dollars in thousands):

	2011					2010
Inpatient Services	$	867,160		89.2	%	$	836,697		88.7	%
Rehabilitation Therapy Services		125,996		13.0			101,568		10.8
Medical Staffing Services		45,635		4.7			46,871		5.0
Corporate		21		-			14		-
Intersegment Eliminations		(67,241	)	(6.9	)		(42,827	)	(4.5	)
Total net revenues	$	971,571		100.0	%	$	942,323		100.0	%

Inpatient Services revenues include revenues billed to patients for therapy and medical staffing provided by our affiliated operations.  The following table sets forth a summary of the intersegment revenues for the six months ended June 30 (in thousands):

	2011		2010
Rehabilitation Therapy Services	$	65,920	$	42,187
Medical Staffing Services		1,321		640
Total intersegment revenue	$	67,241	$	42,827

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

The following table sets forth the amount of net segment income for the six months ended June 30 (in thousands):

	2011			2010
Inpatient Services	$	65,154		$	77,431
Rehabilitation Therapy Services		6,199			7,797
Medical Staffing Services		2,861			3,283
Net segment income before Corporate		74,214			88,511
Corporate		(42,026	)		(50,404	)
Net segment income	$	32,188		$	38,107

Our reportable segments are strategic business units that provide different products and services.  They are managed separately because each business has different marketing strategies due to differences in types of customers, distribution channels and capital resource needs.  We evaluate the operational strengths and performance of each segment based on financial measures, including net segment income.  Net segment income is defined as earnings before income tax expense, transaction costs, integration costs, loss on sale of assets and discontinued operations. Net segment income for the six months ended June 30, 2011 for (1) our Inpatient Services segment decreased $12.3 million, or 15.9%, to $65.2 million, (2) our Rehabilitation Therapy Services segment decreased $1.6 million, or 20.5%, to $6.2 million and (3) our Medical Staffing Services segment decreased $0.4 million, or 12.9%, to $2.9 million in comparison to the six months ended June 30, 2010, due to the factors discussed below for each segment.  We use the measure of net segment income to help identify opportunities for improvement and assist in allocating resources to each segment. 

Inpatient Services

Net revenues increased $30.5 million, or 3.6%, to $867.2 million for the six months ended June 30, 2011 from $836.7 million for the six months ended June 30, 2010.  The increase was primarily the result of:

-	an increase of $31.5 million in Medicare revenues as a result of a $27.2 million increase in revenues from higher Medicare Part A rates and a $4.3 million increase due to an increased customer base;
-	a $6.4 million increase in hospice revenues due to internal growth and an acquisition of a hospice company in December 2010;
-	a $1.8 million increase in other revenue including from veterans’ coverage and other various inpatient services; and
-	a $1.2 million increase in managed care and commercial insurance revenues driven primarily by improved rates;
	Offset in part by:
-	a $5.4 million decrease due to closure of operations in 2010 and 2011;
-	a $2.8 million decrease in Medicaid revenues consisting of $2.6 million decrease from lower customer base and a $0.2 million decrease related to lower rates; and
-	a decrease of $2.2 million in private revenues primarily due to a lower customer base.

Operating salaries and benefits expenses decreased $10.3 million, or 2.5%, to $402.8 million for the six months ended June 30, 2011 from $413.1 million for the six months ended June 30, 2010.  The decrease was attributable to the following:

-	a decrease of $13.8 million in therapist salaries due to their transfer from our Inpatient Services segment to our Rehabilitation Services segment;
	Offset in part by:

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

- an increase in salaries and related benefits of $3.5 million related to an acquisition of a hospice company in December 2010.  

Self-insurance for workers’ compensation and general and professional liability insurance increased $1.1 million, or 4.0%, to $28.4 million for the six months ended June 30, 2011 as compared to $27.3 million for the six months ended June 30, 2010, which was driven by increased claims related activity in our general and professional liability self-insurance.

Other operating costs increased $30.6 million, or 13.7%, to $254.6 million for the six months ended June 30, 2011 from $224.0 million for the six months ended June 30, 2010.  The increase was attributable to the following:

-	a $23.5 million increase in contract labor resulting from use of therapists in with our Rehabilitation Therapy Services segment who were formerly employed by our Inpatient Services segment plus an increase in higher acuity patients requiring more rehabilitation therapy;
-	a $3.3 million increase in purchased services primarily related to outsourced housekeeping contracts;
-	a $3.1 million increase in other supplies, principally food and oxygen;
-	a $2.3 million increase in provider taxes due to increased provider tax rates from a number of states in which we operate; and
-	a $1.1 million increase in utility costs;
	Offset in part by:
-	a $1.5 million decrease in administrative costs to manage the therapists that transferred to our Rehabilitation Therapy Services segment;
-	a $0.8 million decrease in training and recruitment costs; and
-	a $0.4 million decrease in meetings and conferences expenses.

Operating administrative expenses increased $0.6 million, or 3.0%, to $20.7 million for the six months ended June 30, 2011 compared to $20.1 million for the six months ended June 30, 2010, primarily due to higher salaries and benefits expense.

Center rent expense increased $36.6 million, or 99.7%, to $73.3 million for the six months ended June 30, 2011 from $36.7 million for the six months ended June 30, 2010.  The increase is attributable to the new lease agreements entered into with Sabra in conjunction with the Separation and other negotiated rent increases.

Depreciation and amortization decreased $9.7 million, or 43.1%, to $12.8 million for the six months ended June 30, 2011 from $22.5 million for the six months ended June 30, 2010.  The decrease was attributable to the transfer of assets in conjunction with the Separation.

The provision for losses on accounts receivable decreased $0.9 million, or 8.7%, to $9.4 million for the six months ended June 30, 2011 from $10.3 million for the six months ended June 30, 2010.  The decreased expense is due to improving cash collections trends.

Net interest expense decreased $5.3 million, or 100.0%, for the six months ended June 30, 2011 from $5.3 million for the six months ended June 30, 2010.  The decrease is the result of the transfer of mortgages for previously owned centers to Sabra in conjunction with the Separation.  Our remaining owned centers have no debt.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Rehabilitation Therapy Services

Total revenues from the Rehabilitation Therapy Services segment increased $24.4 million, or 24.0%, to $126.0 million for the six months ended June 30, 2011 from $101.6 million for the six months ended June 30, 2010. The revenue increase was the result of:

- an increase of $24.1 million attributable to increased billable minutes, due to the addition of 55 new contracts (net of lost contracts), 48 of which were affiliated contracts primarily resulting from the transfer of therapy employees from our Inpatient Services segment to our Rehabilitation Therapy Services segment; and

- an increase of $0.3 million in other revenue, primarily related to increased contract management fees and other misc revenue.

Revenue per minute was essentially flat due to the negative impacts of the MPPR rule that was put in place January 2011 in the amount of $3.0 million, fully offset by nonaffiliated and affiliated rate increases as well as other Part B rate increases and adjustments.

Operating salaries and benefits expenses increased $23.8 million, or 28.4%, to $107.6 million for the six months ended June 30, 2011 from $83.8 million for the six months ended June 30, 2010.  The increase was driven by the transfer of therapists from our Inpatient Services segment to our Rehabilitation Therapy services segments associated with the 48 net affiliated contract growth, the increase in nonaffiliated service volume referenced above and wage rate increases.

Medical Staffing Services

Total revenues from the Medical Staffing Services segment decreased $1.3 million, or 2.8%, to $45.6 million for the six months ended June 30, 2011 from $46.9 million for the six months ended June 30, 2010.  The decrease was primarily the result of:

-	a decrease of $1.2 million due to a decline in therapy and pharmacy staffing hours; and
-	a decrease of $0.9 million due to lower fees earned from the temporary placement of physicians;
	Offset in part by:
-	an increase of $0.8 million due to an increase in billable hours for nurse staffing.

Operating salaries and benefits expenses decreased $0.4 million, or 1.1%, to $34.6 million for the six months ended June 30, 2011 as compared to $34.2 million for the six months ended June 30, 2010.  The decrease is due to the decline in staffing hours referenced above.

Corporate

General and administrative expenses not directly attributed to segments decreased $0.1 million, or 0.3%, to $30.3 million for the six months ended June 30, 2011 from $30.4 million for the six months ended June 30, 2010.  The decrease was primarily due to decreased professional fees.

Interest expense not directly attributed to operating segments decreased $8.3 million, or 45.6%, to $9.9 million for the six months ended June 30, 2011 from $18.2 million for the six months ended June 30, 2010 due to lower aggregate indebtedness resulting from the Separation.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Liquidity and Capital Resources

For the three months and six months ended June 30, 2011, our net income was $9.9 million and $18.1 million, respectively.  As of June 30, 2011, our working capital was $188.1 million and we had cash and cash equivalents of $88.5 million, $150.5 million in borrowings and $59.6 million available under our revolving credit facility. As of June 30, 2011, we were in compliance with the covenants contained in the credit agreement governing the revolving credit facility and our term loan indebtedness as described under “Loan Agreements” below.

We are evaluating the potential impact of the CMS final rule for skilled nursing facilities for the 2012 federal fiscal year, which resulted in as much as a 11.1% net reduction in reimbursement rates (see “Revenues from Medicare, Medicaid and Other Sources”), on our operations (principally the Inpatient Services business) as well as on our financial position, future earnings and corresponding cash flows. Repercussions could include, but are not limited to, the impairment of goodwill and certain other assets, the incurrence of restructuring costs associated with plans for restructuring our business as a result of the reduction in revenues from the CMS final rule, reduced liquidity and cash flow, and failure to comply with covenants in our credit agreement and certain leases, which could result in our need to seek waivers from our lenders and landlords and/or attempt to renegotiate our credit agreement and the affected lease agreements.  We are still estimating the final impact of the rule on our operations and are evaluating various cost reduction measures that we would reasonably expect to implement as a result of the CMS final rule. However, we anticipate that we will be in compliance with covenants in our credit agreement, and be able to utilize the revolving credit facility, at least through 2012.

Based on current levels of operations and the cost reduction measures mentioned above, we believe that our operating cash flows (which were $15.4 million for the three months ended June 30, 2011 and $31.4 million for the six months ended June 30, 2011), existing cash reserves and availability for borrowing under our $59.6 million revolving credit facility will provide sufficient funds for our operations, capital expenditures (both discretionary and nondiscretionary), scheduled debt service payments and our other commitments described in our 2010 Form 10-K in the table under “Obligations and Commitments” at least through the next twelve months, notwithstanding the negative impact of the multi-year economic downturn on our ability to collect certain of our accounts receivable and the loss of revenue resulting from the CMS final rule.  We believe our long term liquidity needs will be satisfied by these same sources.  We do not depend on cash flows from discontinued operations or sales of assets to provide for future liquidity.  Although our credit agreement, which is described under “Loan Agreements”, contains restrictions on our ability to incur indebtedness, we currently believe that we will be able to incur additional indebtedness, if needed. However, there can be no assurance that we will be able to incur additional indebtedness or access additional sources of capital, such as issuing debt or equity securities, on terms that are acceptable to us or at all.

The State of California has instituted a holdback of 10% on Medicaid payments to providers.  The reimbursement rates remain unchanged, but 10% of payment for dates of service from June 1, 2011 to June 30, 2012 will be retained by the state.  Legislation requires that the funds be repaid no later than December 31, 2012.  Implementation requires that CMS approve a State Plan Amendment.

Cash Flows

During the six months ended June 30, 2011, net cash provided by operating activities decreased by $37.8 million as compared to the same period last year.  In addition to decreased net income of $2.1 million, the decrease in cash flows from operating activities was the result of (i) our period-over-period decrease in working capital changes of $23.6 million, driven principally by temporary cash usage from the impact of timing differences on scheduled payroll and accounts payable disbursement cycles, plus increased payments of claims accrued in our self-insurance obligations in an effort to settle claims and the related funding of cash restricted for future settlements and (ii) a period-over-period decrease of $12.1 million in non-cash adjustments to net income, principally related to depreciation and amortization expense (as a result of the transfer of substantially all of our real estate to Sabra in the Separation).  Increased center rent expense of $36.6 million and reduced interest expense of $13.7 million, which also resulted primarily from the Separation, contributed to the decrease in net cash provided by operating activities.  All of these factors are discussed in “Results of Operations” above.

Net cash used for investing activities of $18.2 million for the six months ended June 30, 2011 were for capital expenditures and payments related to a December 2010 hospice acquisition.

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SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

Net cash used for financing activities was $5.6 million for the six months ended June 30, 2011, which was attributable to repayments of long-term debt and capital lease obligations.

Capital Expenditures

We incurred capital expenditures, related primarily to improvements in continuing operations, as reflected in our consolidated statements of cash flows, of $9.3 million and $10.7 million for the three months ended June 30, 2011 and 2010, respectively.

Loan Agreements

In October 2010, we entered into a $285.0 million senior secured credit facility (the “Credit Agreement”) with a syndicate of financial institutions led by Credit Suisse, as administrative agent and collateral agent.  The Credit Agreement provides for $150.0 million in term loans ($142.5 million outstanding at June 30, 2011), a $60.0 million revolving credit facility ($30.0 million of which may be utilized for letters of credit) and a $75.0 million funded letter of credit facility funded by proceeds of additional term loans, which was fully utilized at June 30, 2011.  The revolving credit facility is undrawn as of June 30, 2001, but was utilized for $0.4 million of letters of credit.  In the event we require additional letters of credit in the future, we will need to utilize availability under the revolving credit facility. The final maturity date of the term loans and the letter of credit facility is October 18, 2016 and the revolving credit facility terminates on October 18, 2015.

Availability of amounts under the revolving credit facility is subject to compliance with financial covenants, including an interest coverage test and a leverage covenant.  The Credit Agreement contains customary events of default, such as a failure by us to make payment of amounts due, defaults under other agreements evidencing indebtedness, certain bankruptcy events and a change of control (as defined in the Credit Agreement). The Credit Agreement also contains customary covenants restricting certain actions, including incurrence of indebtedness, liens, payment of dividends, repurchase of stock, acquisitions and dispositions, mergers and investments.  Our obligations under the Credit Agreement are guaranteed by most of our subsidiaries and are collateralized by our assets and the assets of most of our subsidiaries.

Amounts borrowed under the term loan facility are due in quarterly installments of $2.5 million, with the remaining principal amount due on the maturity date of the term loans.  Accrued interest is payable at the end of an interest period, but no less frequently than every three months.  Borrowings under the Credit Agreement bear interest on the outstanding unpaid principal amount at a rate equal to an applicable percentage plus, at our option, either (a) the greater of 1.75% or LIBOR, adjusted for statutory reserves or (b) an alternative base rate determined by reference to the highest of (i) the prime rate announced by Credit Suisse, (ii) the federal funds rate plus one-half of 1.0%, and (iii) the greater of 1.75% or one-month LIBOR adjusted for statutory reserves plus 1%.  The applicable percentage for term loans and revolving loans is 4.75% for alternative base rate loans and 5.75% for LIBOR loans.  Each year, commencing in 2012, within 90 days of the prior fiscal year end, we are required to prepay a portion of the term loans in an amount based on the prior year’s excess cash flows, if any, as defined in the Credit Agreement. In addition to paying interest on outstanding loans under the Credit Agreement, we are required to pay a facility fee of 0.50% per annum to the lenders under the revolving credit facility in respect of the unused revolving commitments.

The Credit Agreement requires that 50% of our term loans be subject to at least a three-year hedging arrangement.  To satisfy this requirement, we executed two hedging instruments on January 18, 2011; a two-year interest rate cap and a two-year “forward starting” interest rate swap.  The two-year interest rate cap limits our exposure to increases in interest rates for $82.5 million of debt through December 31, 2012.  This cap is effective when LIBOR rises above 1.75%, effectively fixing the interest rate on $82.5 million of our term loans at 7.5% for two years.  The fee for this interest rate cap arrangement was $0.3 million, which will be amortized to interest expense over the life of the arrangement.  The two-year “forward starting” interest rate swap effectively converts the interest rate on $82.5 million of our term loans to fixed rate from January 1, 2013 through December 31, 2014.  LIBOR is fixed at 3.185%, making the all-in rate effectively a fixed 8.935% for this portion of the term loans.  There was no fee for this swap agreement.  Both arrangements qualify for hedge accounting treatment.

40

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk because we have issued debt that is sensitive to changes in interest rates. We manage our interest rate risk exposure by maintaining a mix of fixed and variable rates of interest on our debt. The following table provides information regarding our market sensitive financial instruments and constitutes a forward-looking statement.

																					Fair Value				Fair Value
	Expected Maturity Dates																				June 30,			December 31,
	2012			2013			2014			2015			2016			Thereafter			Total		2011 (1)				2010 (1)
	(Dollars in thousands)
Long-term debt:
Fixed rate debt	$	1,099		$	1,013		$	982		$	63		$	67		$	4,869		$	8,093	$	8,070			$	8,584
Rate		7.4	%		7.2	%		7.0	%		6.7	%		6.7	%		6.7	%
Variable rate debt	$	10,000		$	10,000		$	10,000		$	10,000		$	10,000		$	92,456		$	142,456	$	142,456			$	147,500
Rate		11.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%
Interest rate hedges:																					$	(1,030	)		$	-
Cap	$	82,500		$	82,500		$	-		$	-		$	-		$	-
Maximum rate		1.75	%		1.75	%		-			-			-			-
Variable to fixed	$	-		$	-		$	82,500		$	82,500		$	-		$	-
Average pay rate		-			-			3.185	%		3.185	%		-			-
Average receive rate		-			-			1.75	%		1.75	%		-			-

(1) The fair value of fixed and variable rate debt was determined based on the current rates offered for debt with similar risks and maturities.

ITEM 4.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures defined in Rule 13a-15(e) under the Exchange Act as controls and procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated  and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding  required disclosure.

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer, William A. Mathies, and our Chief Financial Officer, L. Bryan Shaul, of the effectiveness of the Company’s disclosure controls and procedures.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011.

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

For a description of our legal proceedings, see Note 5(b) – “Commitments and Contingencies – Litigation” of our consolidated financial statements included in this Form 10-Q, which is incorporated by reference to this item.

41

SUN HEALTHCARE GROUP, INC. AND SUBSIDIARIES

ITEM 1A.  RISK FACTORS

       We have set forth below a risk factor not previously disclosed in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with the Securities and Exchange Commission on March 3, 2011. No other material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2010 have been made.

The decrease in Medicare revenues as a result of the rule issued by the Centers for Medicare and Medicaid Services could have adverse effects on our financial condition and require us to seek waivers from our lenders and landlords.

The final rule issued on July 29, 2011 by CMS for Medicare reimbursement rates for skilled nursing facilities for the 2012 federal fiscal year, which begins October 1, 2011, provides for an 11.1% reduction from rates prevailing in the 2011 federal fiscal year and makes changes in therapy reimbursement that will further reduce our revenues from the Medicare program.  The adverse effects resulting from the reduction in Medicare revenues could include, but are not limited to, the impairment of goodwill and certain other assets, the incurrence of restructuring costs associated with plans for restructuring our business as a result of the reduction in revenues, reduced liquidity and cash flows and failure to comply with covenants in our Credit Agreement and certain leases, which could result in our need to seek waivers from our lenders and landlords and/or attempt to renegotiate our Credit Agreement and affected lease agreements. If we are required to seek such waivers and/or renegotiate the terms of such agreements, there is no assurance that we will be successful in obtaining the waivers or amending any such agreement on terms that are acceptable to us, or at all, which could have an adverse effect on our financial position, results of operations and cash flows.

Please also refer to the risk factors set forth in our 2010 Form 10-K.

ITEM 6. EXHIBITS

10.1	First Amendment to Third Amended and Restated Master Lease Agreement by and among Sun HealthCare Group, Inc. and certain of its subsidiaries (as Lessees) and Omega Healthcare Investors, Inc. and certain of its subsidiaries (as Lessors) dated May 31, 2011
31.1	Section 302 Sarbanes-Oxley Certification by Chief Executive Officer
31.2	Section 302 Sarbanes-Oxley Certification by Chief Financial Officer
32.1	Section 906 Sarbanes-Oxley Certification by Chief Executive Officer
32.2	Section 906 Sarbanes-Oxley Certification by Chief Financial Officer

42

SIGNATURE

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.

SUN HEALTHCARE GROUP, INC.

By:  /s/ L. Bryan Shaul                                       

L. Bryan Shaul

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

August 3, 2011

43

EX-10.1

EXHIBIT 10.1

__________________________________________

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

MASTER LEASE AGREEMENT

__________________________________________

Among

THE LESSOR ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF

THE LESSEE ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF

Dated As Of

May 31, 2011

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

MASTER LEASE AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Amendment”), is made and entered into on this 31st day of May, 2011 (the “Effective Date”) by and among the lessor entities identified on the signature page hereof (collectively, the “Lessor,” and where the context requires, each, a “Lessor”), the lessee entities listed on the signature page hereof (collectively, jointly and severally, the “Lessee,” and where the context requires, each, a “Lessee”).

RECITALS

The circumstances underlying the execution of this Amendment are as follows:

A.           Lessor, as landlord, and Lessee, as lessee, are parties to that certain Third Amended and Restated Master Lease dated as of November 4, 2010 (the “Existing Lease”), pursuant to which Lessee leases forty (40) facilities from Lessor.  All terms used in this Amendment and not defined herein shall have the meanings assigned to them in the Existing Lease.

B.           Lessor and Lessee desire to amend the Existing Lease to provide for (i) certain capital improvements to the Facilities to be funded and performed by Lessor, and (ii) an increase in rent payable in connection with such improvements.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.           Definitions.

(a)           Any capitalized term used but not defined in this Amendment will have the meaning assigned to such term in the Existing Lease.

(b)           In addition to the other definitions contained herein, when used in this Amendment the following terms shall have the following meanings:

2011 Facilities: means the Facilities listed on Exhibit A to this Amendment.

2011 Project(s): means the capital improvements listed on Exhibit A to this Amendment.

2011 Project Documents: has the meaning set forth in Section 2(b).

Funded Amount: means, with respect to each 2011 Project, the aggregate funds expended by Lessor on such 2011 Project, and with respect to all 2011 Projects, the aggregate funds expended by Lessor on all 2011 Projects.

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Monthly 2011 Capex Rent: means, with respect to each 2011 Project, an amount equal to (A) the Funded Amount for such 2011 Project multiplied by (B) ten percent (10.00%) divided by (C) twelve (12).

Project Costs: means all costs and fees paid or accrued in connection with a 2011 Project.

Project Management Agreement: has the meaning set forth in Section 2(d).

Proposed 2011 Project Budget: has the meaning set forth in Section 2(b).

Proposed 2011 Project Description: has the meaning set forth in Section 2(b).

Proposed 2011 Project Timeline: has the meaning set forth in Section 2(b).

Substantial Completion Date:  A 2011 Project will be complete only at such time as (i) all improvements to the 2011 Project called for in the Approved 2011 Project Documents have been substantially installed or completed in a manner reasonably satisfactory to Lessor and (ii) if required under law, a public authority has issued a final certification, consent or approval for such 2011 Project subject only to such conditions as may be reasonably acceptable to Lessor.

Target Completion Date: means the date that is identified as the anticipated Substantial Completion Date in the Project Description contemplated by Section 2(b) of this Amendment.

(c)           The definition of the following capitalized term set forth in Section 2.1 of the Existing Lease is hereby amended and restated in its entirety as follows:

Rent:  Collectively, the Base Rent, the Monthly 2011 Capex Rent and Additional Charges.

(d)           From and after the date of this Amendment, each reference to the Existing Lease, means the Existing Lease as modified by this Amendment.

2.           2011 Projects.

(a)           In General. Lessor shall have the right at any time prior to December 31, 2012 to undertake, at its sole cost and expense, the 2011 Projects.  In the event Lessor elects to undertake a 2011 Project the provisions of this Section 2 shall govern such 2011 Project.

(b)           Project Description. Lessor shall submit to Lessee, for Lessee’s review and approval, which approval shall not be unreasonably withheld, a reasonably detailed description of the 2011 Project (the “Proposed 2011 Project Description”), along with a proposed timeline for completion of the 2011 Project, which timeline shall include the anticipated Substantial Completion Date (the “Proposed 2011 Project Timeline”), and a

2

proposed budget with respect thereto (the “Proposed 2011 Project Budget”). Lessor shall not commence the proposed 2011 Project until each of the Proposed 2011 Project Description, the Proposed 2011 Project Timeline, and the Proposed 2011 Project Budget have been approved by Lessee and once approved by Lessee such document shall be collectively referred to herein as the “Approved 2011 Project Documents.”  Lessor and Lessee acknowledge and agree that the Monthly 2011 Capex Rent shall be calculated based upon the actual funds expended by Lessor, and not on the Proposed 2011 Project Budget or on the Approved 2011 Project Documents. Lessee acknowledges and agrees that the Proposed 2011 Project Budget shall include (i) all reasonable costs incurred by Lessor in connection with the 2011 Project, including, but not limited to, Lessor’s reasonable legal counsel and due diligence costs, title insurance, survey, UCC searches and filing fees, if any, and the fees of Lessor’s Architect and (ii) Lessor’s financing costs related to the funds used to pay for the 2011 Project. Lessee acknowledges and agrees that the failure on the part of Lessor to include any cost in the Proposed 2011 Project Budget or in the Approved 2011 Project Documents, or to accurately estimate the amount of any such cost, shall not preclude Lessor from including the full amount of such cost in the Funded Amount.

(c)           General Contractor. Lessor’s obligation to undertake the 2011 Project shall be specifically conditioned on Lessor entering into a contract with a general contractor acceptable to Lessor in the exercise of its sole and absolute judgment and on terms and conditions acceptable to Lessor in the exercise of its sole and absolute judgment.

(d)           Project Management. Lessor shall have the right, but not the obligation, in connection with any 2011 Project to engage Lessee (or one or more of its Affiliates) to supervise the day to day construction and completion of the 2011 Project pursuant to a project management agreement to be entered into by Lessor and Lessee on terms and conditions acceptable to Lessor in the exercise of its sole and absolute judgment (the “Project Management Agreement”).  Lessee acknowledges and agrees that, for purposes of Section 16.1.12 of the Master Lease, it shall be an Event of Default under the Existing Lease if Lessee defaults in its obligations under the Project Management Agreement and such default is not cured within any cure period set forth in the Project Management Agreement (as compared to in Section 16.1.12) and the applicable 2011 Project is not completed by the Target Completion Date as a result of such uncured default under the Project Management Agreement.

3

(e)           Character of Construction.  All construction of the 2011 Projects will be of sound materials, in good and workmanlike manner, free and clear of all liens, claims and encumbrances (other than the liens and security interests securing the obligations of the Lessee under the Existing Lease), and in compliance with all laws, ordinances, regulations and restrictions affecting the applicable 2011 Facility and all requirements of all governmental authorities having jurisdiction over the applicable 2011 Facility and of the appropriate board of fire underwriters or other similar body, if any, and any applicable health care authority.

(f)           Records and Reports.   During the construction period and until six (6) months after each of the 2011 Projects is completed, Lessor will use commercially reasonable efforts to maintain accurate and complete books and records relating to each 2011 Project, including, but not limited to, (i) copies and lists of all paid and unpaid bills for labor and materials with respect to each 2011 Project, (ii) construction budgets and revisions thereof showing the estimated cost of each 2011 Projects and the source of the funds required at any given time to complete and pay for the same, (iii) receipted bills or other evidence of payment with respect to the cost of each 2011 Project, and (iv) such reports as to other matters relating to each 2011 Project as Lessee may reasonably request.

(g)           Access.  Notwithstanding anything to the contrary contained in this Lease, Lessee will permit Lessor and Lessor's representatives to have access to any 2011 Facility at which a 2011 Project is being performed at all reasonable times and to conduct such investigations and inspections thereof as Lessor shall determine necessary, including without limitation in connection with inspecting all work done, labor performed and materials furnished in connection with each 2011 Project.  Lessee will cooperate with Lessor and its representatives and agents during such inspections.  All inspections that may be performed by Lessor and its agents will be exclusively for the benefit of Lessor and will impose no obligation whatsoever upon Lessor for the benefit of any person.  No inspection by Lessor will create any obligation on Lessor other than the obligations otherwise specifically imposed on Lessor under this Amendment or the terms of any construction documents related to the 2011 Project to which Lessor may be a party or relieve Lessee of any obligation it may have under the Existing Lease.

(h)           Right to Withdraw a 2011 Project. Notwithstanding anything to the contrary set forth in this Section 2, Lessor shall have the right, on written notice to Lessee, to withdraw a 2011 Project prior to the commencement of construction thereof.

(i)           Funding of a 2011 Project. Lessor shall be solely responsible for the payment of all Project Costs related to each 2011 Project.

3.           2011 Project Rent. From and after the first advance by Lessor of any portion of the Funded Amount with respect to one or more of the 2011 Projects, Lessee shall pay to Lessor the Monthly 2011 Capex Rent due with respect to the Lease Year in which such advance was/advances were made. The Monthly 2011 CapEx Rent applicable to each advance of the Funded Amount shall be due and payable commencing with the first month following the month in which such advance is made and shall be due and payable as and when the Litchfield Base

4

Rent or Non-Litchfield Base Rent, as applicable, is payable under the Master Lease.  Lessor and Lessee acknowledge and agree that twelve (12) times the Monthly 2011 Capex Rent as of the last month of the applicable Lease Year (including in such calculation of Monthly 2011 Capex Rent any amounts advanced during such month) shall be included as Litchfield Base Rent or Non-Litchfield Base Rent, as applicable, for “the previous Lease Year” in the calculation of the annual Litchfield Base Rent and Non-Litchfield Base Rent due during the subsequent Lease Year and accordingly that there shall be no carry over from one Lease Year to another of the Monthly 2011 Capex Rent.  Set forth in Exhibit B to this Amendment is an example of the calculation of the Monthly 2011 Cap Ex Rent and the Base Rent from one Lease Year to another with respect to the 2011 Projects.

4.           Unavoidable Delay. Upon the occurrence and during the continuance of an Unavoidable Delay with respect to a 2011 Project and the giving of written notice thereof to Lessee, Lessor shall be temporarily released without any liability on its part from the performance of its obligations to complete such 2011 Project, but only to the extent and only for the period that their performance of each such obligation is prevented by the Unavoidable Delay.  Such notice shall include a description of the nature of the Unavoidable Delay, and its cause and possible consequences. Lessor shall promptly notify the other party of the termination of the event giving rise to the Unavoidable Delay.

5.           Expenses of Lessor.  All reasonable costs incurred by Lessor in connection with any 2011 Project, including, but not limited to, Lessor’s reasonable legal counsel and due diligence costs, title insurance, survey, UCC searches and filing fees, if any, and the fees of Lessor’s Architect shall be added to the Funded Amount for any 2011 Project.

6.           Indemnity.  Pursuant to the terms and conditions of Section 21.1 of the Existing Master Lease, Lessee will protect, indemnify, save harmless and defend Lessor, its principals, officers, directors and agents and employees from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against Lessor by reason of the undertaking of the 2011 Projects, including, but not limited to, any liens, suits, proceedings, or actions in favor of or brought by any contractors engaged in connection with the 2011 Projects.  Nothing in this Section shall be construed as indemnifying Lessor against its own grossly negligent acts or omissions or willful misconduct

7.           Enforceability of Lease.  Except as expressly and specifically set forth in this Amendment, the Existing Lease remain unmodified and in full force and effect.

8.           Execution and Counterparts.  This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but when taken together shall constitute one and the same Amendment.

9.           Headings; Exhibits.  Section headings used in this Amendment are for reference only and shall not affect the construction of the Agreement.  All exhibits and attachments attached hereto are incorporated herein by this reference.

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10.           Entire Agreement.  This Amendment together with the Existing Lease and the other Transaction Documents is intended by the parties to be a complete and exclusive statement of the agreement and understanding of the parties in respect of the subject matter contained herein and therein.

SIGNATURES ON FOLLOWING PAGE

6

Signature Pages To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

IN WITNESS WHEREOF, the parties hereby execute this First Amendment to Third Amended and Restated Master Lease effective as of the day and year first set forth above.

LESSOR:

DELTA INVESTORS I, LLC, a Maryland limited liability company, and
DELTA INVESTORS II, LLC, a Maryland limited liability company
OHI ASSET, LLC, a Delaware limited liability company
OHI ASSET (CA), LLC, a Delaware limited liability company
OHI ASSET (CO), LLC, a Delaware limited liability company
OHI ASSET (ID), LLC, a Delaware limited liability company
By:	OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation, Its Member
	By:	/s/ Daniel J. Booth
	Name:	Daniel J. Booth
	Title:	Chief Operating Officer

OHIMA, INC., a Massachusetts corporation
By:	/s/ Daniel J. Booth
Name:	Daniel J. Booth
Title:	Chief Operating Officer

STATE OF MARYLAND	)
	) ss.
COUNTY OF BALTIMORE	)

This instrument was acknowledged before me on the 31st day of May, 2011, by Daniel J. Booth, the COO of OHIMA, Inc., a Massachusetts corporation, and Omega Healthcare Investors, Inc., a Maryland corporation, the sole member of Delta Investors I, LLC, a Maryland limited liability company, Delta Investors II, LLC, a Maryland limited liability company, OHI Asset, LLC, a Delaware limited liability company, OHI Asset (CA), LLC, a Delaware limited liability company, OHI Asset (CO), LLC, a Delaware limited liability company, OHI Asset (ID), LLC, a Delaware limited liability company, on behalf of said corporations and companies.

/s/ Judith A. Jacobs

Notary Public, Baltimore County, Maryland

My commission expires:  May 12, 2012

Signature Page - 1 of 3

Signature Pages To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

LESSEE:

SUNBRIDGE CARE ENTERPRISES, INC., a Delaware corporation
SUNBRIDGE CIRCLEVILLE HEALTH CARE CORP., an Ohio corporation
SUNBRIDGE BECKLEY HEALTH CARE CORP., a West Virginia corporation
SUNBRIDGE PUTNAM HEALTH CARE CORP., a West Virginia corporation
SUNBRIDGE BRASWELL ENTERPRISES, INC., a California corporation
SUNBRIDGE MEADOWBROOK REHABILITATION CENTER, a California corporation
SUNBRIDGE DUNBAR HEALTH CARE CORP., a West Virginia corporation
SUNBRIDGE MARION HEALTH CARE CORP., an Ohio corporation
SUNBRIDGE SALEM HEALTH CARE CORP., a West Virginia corporation
SUNBRIDGE REGENCY-NORTH CAROLINA, INC., a North Carolina corporation
SUNBRIDGE HEALTHCARE, LLC, a New Mexico limited liability company
SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER, a California corporation
SUNBRIDGE REGENCY-TENNESSEE, INC., a Tennessee corporation
FALMOUTH HEALTHCARE, LLC, a Delaware limited liability company
MASHPEE HEALTHCARE, LLC, a Delaware limited liability company
WAKEFIELD HEALTHCARE, LLC, a Delaware limited liability company
WESTFIELD HEALTHCARE, LLC, a Delaware limited liability company
PEAK MEDICAL COLORADO NO. 2, INC., a Delaware corporation
PEAK MEDICAL OF IDAHO, INC., a Delaware corporation
PEAK MEDICAL OF BOISE, INC., a Delaware corporation
By:	/s/ Brandi Riddle
Name:	Brandi Riddle
Title:	Treasurer

STATE OF NEW MEXICO	)
	) ss.
COUNTY OF BERNALILLO	)

This instrument was acknowledged before me on the 12th day of May, 2011, by Brandi Riddle, the Treasurer of SunBridge Care Enterprises, Inc., a Delaware corporation, SunBridge Circleville Health Care Corp., an Ohio corporation, SunBridge Beckley Health Care Corp., a West Virginia corporation, SunBridge Putnam Health Care Corp., a West Virginia corporation, SunBridge Braswell Enterprises, Inc., a California corporation, SunBridge Meadowbrook Rehabilitation Center, a California corporation, SunBridge Dunbar Health Care Corp., a West Virginia corporation, SunBridge Marion Health Care Corp., an Ohio corporation, SunBridge Salem Health Care Corp., a West Virginia corporation, SunBridge Regency-North Carolina, Inc., a North Carolina corporation, SunBridge Healthcare, LLC, a New Mexico limited liability company, SunBridge Shandin Hills Rehabilitation Center, a California corporation, SunBridge Regency-Tennessee, Inc., a Tennessee corporation, Falmouth Healthcare, LLC, a Delaware

Signature Page - 2 of 3

Signature Pages To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

limited liability company, Mashpee Healthcare, LLC, a Delaware limited liability company, Wakefield Healthcare, LLC, a Delaware limited liability company, Westfield Healthcare, LLC, a Delaware limited liability company, Peak Medical Colorado No. 2, Inc., a Delaware corporation, Peak Medical of Idaho, Inc., a Delaware corporation, and Peak Medical of Boise, Inc., a Delaware corporation, on behalf of said corporations and companies.

/s/ Virginia Lovelace

Notary Public, Bernalillo County, New Mexico

My commission expires:  May 12, 2012

Signature Page - 3 of 3

Acknowledgement Pages To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

The undersigned hereby consent to the transactions contemplated by this First Amendment to Third Amended and Restated Master Lease, ratify and affirm their respective Guaranties and other Transaction Documents, and acknowledge and agree that the performance of the Master Lease and other Transaction Documents and obligations described therein are secured by their Guaranties and other Transaction Documents on the same terms and conditions in effect prior to this amendment.

SUN HEALTHCARE GROUP, INC., a Delaware corporation
By:	/s/ Brandi Riddle
Name:	Brandi Riddle
Title:	Treasurer

HARBORSIDE HEALTHCARE, LLC, a Delaware limited liability company
By:	/s/ Brandi Riddle
Name:	Brandi Riddle
Title:	Treasurer

PEAK MEDICAL, LLC, a Delaware limited liability company
By:	/s/ Brandi Riddle
Name:	Brandi Riddle
Title:	Treasurer

Acknowledgement Page - 1 of 1

Exhibit A To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

Description of 2011 Projects

FACILITY	ESTIMATED FUNDED AMOUNT	PROJECT DESCRIPTION
SunBridge Care & Rehab for LaFollette LaFollette, TN	$3,700,000	Cosmetic improvements to the Facility, addition within the Facility of a 20 bed rehab recover suite (“RRS”), addition of a physical therapy department to the Facility and acquisition of a free standing storage building to be located outside of the Facility
SunBridge Care & Rehab for Lexington Lexington, NC	$2,500,000	Addition within the Facility of a 29 bed RRS, conversion of space in the basement of the Facility into a therapy gym, addition of a elevator on the exterior of the Facility to create access to the gym and cosmetic improvements to the areas of the Facility affected by the foregoing
Pueblo Extended Care Center Pueblo, CO	$3,000,000 Lessor does not anticipate commencing such project until the facility has cleared its “special focus facility” status	Addition within the Facility of a 22 bed RRS, conversion of space in the Facility into a therapy gym, upgrades to the   HVAC and ventilation systems, roof replacement, parking lot improvements, foundation repair and replacement and cosmetic improvements to the areas of the Facility affected by the foregoing
Wakefield Nursing and Rehabilitation Center Wakefield, MA	$3,300,000	Extensive cosmetic renovation to the Facility, including improvements to the existing RRS and therapy gym and the development of new common areas within the Facility and HVAC system upgrades

Exhibit A - Page 1 of 1

Exhibit B To

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MASTER LEASE

Sample Calculation of Monthly 2011 Capex Rent inclusion in Base Rent

Exhibit B - Page 1 of 1

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, William A. Mathies, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sun Healthcare 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 control over financial reporting (as defined in the 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 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;

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 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:  August 3, 2011	/s/ William A. Mathies
	William A. Mathies Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, L. Bryan Shaul, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sun Healthcare 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 control over financial reporting (as defined in the 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 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;

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 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: August 3, 2011	/s/ L. Bryan Shaul
	L. Bryan Shaul Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

WRITTEN STATEMENT

PURSUANT TO

18 U.S.C. SECTION 1350

   The undersigned, William A. Mathies, the Chief Executive Officer (Principal Executive Officer), of Sun Healthcare Group, Inc. (the "Company"), pursuant to 18 U.S.C. Section 1350, hereby certifies that:

(i)   the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of the Company (the "Report") fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2011	/s/ William A. Mathies
	William A. Mathies

EX-32.2

EXHIBIT 32.2

WRITTEN STATEMENT

 PURSUANT TO

18 U.S.C. SECTION 1350

   The undersigned, L. Bryan Shaul, the Chief Financial Officer (Principal Financial Officer), of Sun Healthcare Group, Inc. (the "Company"), pursuant to 18 U.S.C. Section 1350, hereby certifies that:

(i)   the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of the Company (the "Report") fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2011	/s/ L. Bryan Shaul
	L. Bryan Shaul

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CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) (USD $) In Thousands, except Per Share data	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 70,419	$ 66,607
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	3,333	3,333
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	41,667	41,667
Common stock, shares issued (in shares)	25,137	24,974
Common stock, shares outstanding (in shares)	25,137	24,974

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CONSOLIDATED INCOME STATEMENTS (unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CONSOLIDATED INCOME STATEMENTS (unaudited) [Abstract]
Total net revenues	$ 487,674	$ 471,908	$ 971,571	$ 942,323
Costs and expenses:
Operating salaries and benefits	272,923	266,015	545,025	531,104
Self-insurance for workers' compensation and general and professional liability insurance	15,267	14,461	30,529	28,901
Operating administrative expenses	13,476	13,301	26,756	25,589
Other operating costs	98,986	95,094	197,577	191,746
Center rent expense	37,014	18,805	73,926	37,352
General and administrative expenses	14,952	15,157	30,331	30,424
Depreciation and amortization	7,762	12,462	15,341	24,810
Provision for losses on accounts receivable	4,709	4,916	10,044	10,712
Interest, net of interest income of $82, $73, $141 and $163 respectively	4,855	11,689	9,854	23,578
Transaction costs	0	2,248	0	2,248
Integration costs	167	0	303	0
Total costs and expenses	470,111	454,148	939,686	906,464
Income before income taxes and discontinued operations	17,563	17,760	31,885	35,859
Income tax expense	7,201	7,135	13,073	14,431
Income from continuing operations	10,362	10,625	18,812	21,428
Loss from discontinued operations, net of related taxes	(416)	(652)	(754)	(1,257)
Net income	$ 9,946	$ 9,973	$ 18,058	$ 20,171
Basic earnings per common and common equivalent share:
Income from continuing operations	$ 0.40	$ 0.72	$ 0.73	$ 1.46
Loss from discontinued operations, net	$ (0.02)	$ (0.04)	$ (0.03)	$ (0.09)
Net income	$ 0.38	$ 0.68	$ 0.70	$ 1.37
Diluted earnings per common and common equivalent share:
Income from continuing operations	$ 0.40	$ 0.71	$ 0.72	$ 1.45
Loss from discontinued operations, net	$ (0.02)	$ (0.04)	$ (0.02)	$ (0.09)
Net income	$ 0.38	$ 0.67	$ 0.70	$ 1.36
Weighted average number of common and common equivalent shares outstanding:
Basic	26,146	14,744	25,899	14,706
Diluted	26,187	14,863	25,967	14,821

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Document And Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Aug. 01, 2011	Jun. 30, 2010
Entity Registrant Name	SUN HEALTHCARE GROUP INC
Entity Central Index Key	0000904978
Current Fiscal Year End Date	--06-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 348,400,000
Entity Common Stock, Shares Outstanding		25,137,216
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011

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Income Taxes

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Income Taxes

(6)  Income Taxes

The provision for income taxes of $7.2 million and $13.1 million for the three and six months ended June 30, 2011, respectively, results in an effective rate of approximately 41%.  The provision for income taxes of $7.1 million and $14.4 million for the three and six months ended June 30, 2010 resulted in an effective tax rate of approximately 40%.  The rates for 2011 and 2010 differ from the statutory tax rate of 35% primarily due to state taxes.

The realization of our deferred tax assets is dependent upon generation of taxable income during periods in which deductions and/or credits can be utilized.  As a result, we consider the level of historical taxable income, historical non-recurring credits and charges, the scheduled reversal of deferred tax liabilities, tax-planning strategies and projected future taxable income in determining the amount of the valuation allowance.  The valuation allowance of $18.1 million at June 30, 2011 and December 31, 2010 relates primarily to state net operating loss ("NOL") carryforwards and other deferred tax assets for which realization is uncertain.

After consideration of the November 2010 restructuring of our former parent company, which, among other matters resulted in Sabra Health Care REIT, Inc. holding substantially all of our former parent's owned real property, and utilization of NOL carryforwards through 2010, the Internal Revenue Code ("IRC") Section 382 annual base limitation to be applied to our tax attribute carryforwards is approximately $7.4 million. Accordingly, our NOL, capital loss, and tax credit carryforwards have been reduced to take into account this limitation and the respective carryforward periods for these tax attributes.  As a result of unused IRC Section 382 limitations from prior years and post-ownership change NOLs, we estimate there is approximately $64.5 million of NOLs which can be used to offset U.S. taxable income in 2011.  Considering annual IRC Section 382 limitations and built-in gains, we estimate a total of approximately $169.6 million of utilizable NOL carryforwards to offset taxable income in 2011 and future years.

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Long-Term Debt and Capital Lease Obligations

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Long-Term Debt and Capital Lease Obligations

(2)  Long-Term Debt and Capital Lease Obligations

Long-term debt and capital lease obligations consisted of the following as of the periods indicated (in thousands):

		June 30, 2011			December 31, 2010
Revolving loans	$	-		$	-
Mortgage notes payable due at various dates through 2042, interest at
rates from 6.7% to 8.5%, collateralized by real property with
carrying values totaling $6.5 million		7,605			7,979
Term loans		142,456			147,492
Capital leases		488			509
Total long-term obligations		150,549			155,980
Less amounts due within one year		(11,099	)		(11,050	)
Long-term obligations, net of current portion	$	139,450		$	144,930

The scheduled or expected maturities of long-term obligations as of June 30, 2011, were as follows (in thousands):

For the twelve months ending June 30:
2012	$	11,099
2013		11,013
2014		10,982
2015		10,063
2016		10,067
Thereafter		97,325
	$	150,549

We manage interest expense using a mix of fixed and variable rate debt, and, to help manage borrowing costs, we may enter into interest rate swap agreements. Under these arrangements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount.   We also may enter into interest rate cap agreements that effectively limit the maximum interest rate that we pay on an agreed to notional principal amount.  We use interest rate hedges to manage interest rate risk related to borrowings.  Our intent is to only enter into such arrangements that qualify for hedge accounting treatment in accordance with GAAP.  Accordingly, we designate all such arrangements as cash-flow hedges and perform initial and quarterly effectiveness testing using the hypothetical derivative method.  To the extent that such arrangements are effective hedges, changes in fair value are recognized through other comprehensive income.  Ineffectiveness, if any, would be recognized in earnings.

Our credit agreement requires that 50% of our term loans be subject to at least a three-year hedging agreement. To satisfy this requirement, we executed two hedging instruments on January 18, 2011; a two-year interest rate cap and a two-year "forward starting" interest rate swap.  The two-year interest rate cap limits our exposure to increases in interest rates for $82.5 million of debt through December 31, 2012.  This cap is effective when LIBOR rises above 1.75%, effectively fixing the interest rate on $82.5 million of our term loans at 7.5% for two years.  The fee for this interest rate cap arrangement was $0.3 million, which will be amortized to interest expense over the life of the arrangement.  The two-year "forward starting" interest rate swap effectively converts the interest rate on $82.5 million of our term loans to a fixed rate from January 1, 2013 through December 31, 2014.  LIBOR is fixed at 3.185%, making the all-in rate effectively a fixed 8.935% for this portion of the term loans.  There was no fee for this swap agreement.  Both arrangements qualify for hedge accounting treatment.

The fair values of our hedging agreements as presented in the consolidated balance sheets are as follows (in thousands):

	Derivatives
	June 30, 2011			December 31, 2010
	Balance Sheet			Balance Sheet
	Location		Fair Value	Location		Fair Value
Derivatives designated as
hedging instruments:
Interest rate hedging   agreements	Other Long-Term Liabilities	$	1,030	N/A	$	-

The effect of the interest rate swap agreements on our consolidated comprehensive income, net of related taxes, for the three months ended June 30 is as follows (in thousands):

							Gain Reclassified from Accumulated
		Amount of (Loss)/Gain in					Other Comprehensive Income
		Other Comprehensive (Loss)/Income					to Income (ineffective portion)
		2011			2010		2011		2010
Derivatives designated as cash
flow hedges:
Interest rate hedging agreements	$	(651	)	$	374	$	-	$	-

The effect of the interest rate swap agreements on our consolidated comprehensive income, net of related taxes, for the six months ended June 30 is as follows (in thousands):

							Gain Reclassified from Accumulated
		Amount of (Loss)/Gain in					Other Comprehensive Income
		Other Comprehensive (Loss)/Income					to Income (ineffective portion)
		2011			2010		2011		2010
Derivatives designated as cash
flow hedges:
Interest rate hedging agreements	$	(618	)	$	305	$	-	$	-

The amounts stated above for (loss)/gain from changes in the fair value of our hedging agreements are our only sources of other comprehensive (loss)/income, resulting in comprehensive income of $9.3 million and $17.4 million for the three and six months ended June 30, 2011, respectively.  Comprehensive income for the three and six months ended June 30, 2010 was $11.0 million and $22.2 million, respectively.

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Subsequent Events

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Subsequent Events

(8)  Subsequent Events

On July 29, 2011, the Centers for Medicare and Medicaid Services ("CMS") released its final rule for skilled nursing facilities for the 2012 federal fiscal year, which commences on October 1, 2011.  In the final rule, CMS adjusted Medicare payment rates to correct what it perceives is a lack of parity between RUGs III and RUGs IV.   CMS created the RUGs IV system to be budget neutral, but its analysis of billing data from the first eight months of implementation, October 1, 2010 to May 31, 2011, indicated that the RUGs IV system reimburses at a higher level overall than the RUGs III system.  CMS calculated that the aggregate increase in payments was 12.6%.  After the application of the market basket increase of 2.7% and the productivity adjustment of 1.0%, the net decrease in rates is 11.1%.  The final rule also contains technical changes related to group therapy and Minimum Data Set 3.0 scheduling that may impact the categorization of patients and related payment rates.  CMS has not estimated the impact related to these changes.  We are evaluating the potential net impact of the CMS final rule on our operations (principally the Inpatient Services business) as well as on our financial position, future earnings and corresponding cash flows, which could result in an impairment of our existing goodwill balance.

In addition, we are currently in discussion with the staff of the Securities and Exchange Commission  regarding the determination of our operating segments.  We believe that our determination of our operating segments under GAAP is appropriate. However, it is possible that the outcome of this discussion could require us to change how we define and disclose our operating segments. It is also possible that a change in how we define our operating segments would impact our reporting units which may impact any goodwill impairment testing and potentially result in a noncash goodwill impairment charge of up to $348 million (which represents our entire goodwill balance) on a pre-tax basis. This potential noncash goodwill impairment charge, if any, would not impact our operating cash flows as it is noncash in nature.

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Segment Information

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Segment Information

(7)  Segment Information

We operate predominantly in the long-term care segment of the healthcare industry. We are a provider of long-term, sub-acute and related ancillary care services to nursing home patients.  Our reportable segments are strategic business units that provide different products and services. They are managed separately because each business has different marketing strategies due to differences in types of customers, distribution channels and capital resource needs.  More complete descriptions and accounting policies of the segments are described in Note 13 - "Segment Information" and  Note 2 - "Summary of Significant Accounting Policies" of our 2010 Form 10-K.  The following tables summarize, for the periods indicated, operating results and other financial information, by business segment (in thousands):

As of and for the
Three Months Ended
June 30, 2011
				Rehabilitation		Medical
	Inpatient			Therapy		Staffing					Intersegment
	Services			Services		Services		Corporate			Eliminations			Consolidated
Revenues from external customers	$	435,683		$	29,979	$	21,998	$	14		$	-		$	487,674
Intersegment revenues		-			33,225		699		-			(33,924	)		-
Total net revenues		435,683			63,204		22,697		14			(33,924	)		487,674
Operating salaries and benefits		202,288			53,494		17,141		-			-			272,923
Self-insurance for workers'
compensation and general and
professional liability insurance		14,206			642		352		67			-			15,267
Other operating costs		127,671			2,540		2,699		-			(33,924	)		98,986
General and administrative expenses(1)		10,435			2,431		609		14,953			-			28,428
Provision for losses on
accounts receivable		4,316			316		77		-			-			4,709
Segment operating income (loss)	$	76,767		$	3,781	$	1,819	$	(15,006	)	$	-		$	67,361
Center rent expense		36,717			127		170		-			-			37,014
Depreciation and amortization		6,487			227		187		861			-			7,762
Interest, net		(30	)		-		-		4,885			-			4,855
Net segment income (loss)	$	33,593		$	3,427	$	1,462	$	(20,752	)	$	-		$	17,730
Identifiable segment assets	$	712,120		$	16,490	$	19,571	$	343,511		$	20,864		$	1,112,556
Goodwill	$	343,648		$	75	$	4,533	$	-		$	-		$	348,256
Segment capital expenditures	$	7,869		$	224	$	19	$	1,207		$	-		$	9,319

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term "segment operating income (loss)" is defined as earnings before center rent expense, depreciation and amortization, interest, integration costs, income tax expense and discontinued operations.

The term "net segment income (loss)" is defined as earnings before integration costs, income tax expense and discontinued operations.

As of and for the
Three Months Ended
June 30, 2010
			Rehabilitation		Medical
	Inpatient		Therapy		Staffing						Intersegment
	Services		Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	419,010	$	30,017	$	22,875		$	6		$	-		$	471,908
Intersegment revenues		-		21,034		496			-			(21,530	)		-
Total net revenues		419,010		51,051		23,371			6			(21,530	)		471,908
Operating salaries and benefits		206,890		42,109		17,016			-			-			266,015
Self-insurance for workers'
compensation and general and
professional liability insurance		13,642		435		323			61			-			14,461
Other operating costs		111,266		2,177		3,181			-			(21,530	)		95,094
General and administrative expenses(1)		10,652		1,966		682			15,158			-			28,458
Provision for losses on
accounts receivable		4,768		166		(18	)		-			-			4,916
Segment operating income (loss)	$	71,792	$	4,198	$	2,187		$	(15,213	)	$	-		$	62,964
Center rent expense		18,484		118		203			-			-			18,805
Depreciation and amortization		11,319		159		182			802			-			12,462
Interest, net		2,619		-		-			9,070			-			11,689
Net segment income (loss)	$	39,370	$	3,921	$	1,802		$	(25,085	)	$	-		$	20,008
Identifiable segment assets	$	1,177,034	$	14,746	$	20,546		$	308,972		$	20,895		$	1,542,192
Goodwill	$	332,140	$	75	$	4,533		$	1,616		$	-		$	338,364
Segment capital expenditures	$	10,329	$	129	$	35		$	163		$	-		$	10,656

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term "segment operating income (loss)" is defined as earnings before center rent expense, depreciation and amortization, interest, transaction costs, income tax expense and discontinued operations.

The term "net segment income (loss)" is defined as earnings before transaction costs, income tax expense and discontinued operations.

As of and for the
Six Months Ended
June 30, 2011
				Rehabilitation		Medical
	Inpatient			Therapy		Staffing						Intersegment
	Services			Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	867,160		$	60,076	$	44,314		$	21		$	-		$	971,571
Intersegment revenues		-			65,920		1,321			-			(67,241	)		-
Total net revenues		867,160			125,996		45,635			21			(67,241	)		971,571
Operating salaries and benefits		402,839			107,628		34,558			-			-			545,025
Self-insurance for workers'
compensation and general and
professional liability insurance		28,410			1,285		699			135			-			30,529
Other operating costs		254,551			4,708		5,559			-			(67,241	)		197,577
General and administrative expenses(1)		20,661			4,829		1,264			30,333			-			57,087
Provision for losses on
accounts receivable		9,428			640		(24	)		-			-			10,044
Segment operating income (loss)	$	151,271		$	6,906	$	3,579		$	(30,447	)	$	-		$	131,309
Center rent expense		73,329			254		343			-			-			73,926
Depreciation and amortization		12,824			453		374			1,690			-			15,341
Interest, net		(36	)		-		1			9,889			-			9,854
Net segment income (loss)	$	65,154		$	6,199	$	2,861		$	(42,026	)	$	-		$	32,188
Identifiable segment assets	$	712,120		$	16,490	$	19,571		$	343,511		$	20,864		$	1,112,556
Goodwill	$	343,648		$	75	$	4,533		$	-		$	-		$	348,256
Segment capital expenditures	$	14,376		$	953	$	72		$	2,755		$	-		$	18,156

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term "segment operating income (loss)" is defined as earnings before center rent expense, depreciation and amortization, interest, integration costs, income tax expense and discontinued operations.

The term "net segment income (loss)" is defined as earnings before integration costs, income tax expense and discontinued operations.

As of and for the
Six Months Ended
June 30, 2010
			Rehabilitation		Medical
	Inpatient		Therapy		Staffing						Intersegment
	Services		Services		Services			Corporate			Eliminations			Consolidated
Revenues from external customers	$	836,697	$	59,381	$	46,231		$	14		$	-		$	942,323
Intersegment revenues		-		42,187		640			-			(42,827	)		-
Total net revenues		836,697		101,568		46,871			14			(42,827	)		942,323
Operating salaries and benefits		413,114		83,810		34,180			-			-			531,104
Self-insurance for workers'
compensation and general and
professional liability insurance		27,285		864		630			122			-			28,901
Other operating costs		223,929		3,995		6,649			-			(42,827	)		191,746
General and administrative expenses(1)		20,131		4,126		1,332			30,424			-			56,013
Provision for losses on
accounts receivable		10,264		425		23			-			-			10,712
Segment operating income (loss)	$	141,974	$	8,348	$	4,057		$	(30,532	)	$	-		$	123,847
Center rent expense		36,699		240		413			-			-			37,352
Depreciation and amortization		22,501		311		362			1,636			-			24,810
Interest, net		5,343		-		(1	)		18,236			-			23,578
Net segment income (loss)	$	77,431	$	7,797	$	3,283		$	(50,404	)	$	-		$	38,107
Identifiable segment assets	$	1,177,034	$	14,746	$	20,546		$	308,972		$	20,895		$	1,542,192
Goodwill	$	332,140	$	75	$	4,533		$	1,616		$	-		$	338,364
Segment capital expenditures	$	25,871	$	330	$	149		$	1,364		$	-		$	27,714

______________________________________

(1) General and administrative expenses include operating administrative expenses.

The term "segment operating income (loss)" is defined as earnings before center rent expense, depreciation and amortization, interest, transaction costs, income tax expense and discontinued operations.

The term "net segment income (loss)" is defined as earnings before transaction costs, income tax expense and discontinued operations.

Measurement of Segment Income

We evaluate financial performance and allocate resources primarily based on income or loss from operations before income taxes, excluding any unusual items. The following table reconciles net segment income to consolidated income before income taxes and discontinued operations (in thousands):

	For the Three Months Ended
	June 30,
	2011		2010
Net segment income	$	17,730	$	20,008
Transaction costs		-		2,248
Integration costs		167		-
Consolidated income before income taxes and
discontinued operations	$	17,563	$	17,760

	For the Six Months Ended
	June 30,
	2011		2010
Net segment income	$	32,188	$	38,107
Transaction costs		-		2,248
Integration costs		303		-
Consolidated income before income taxes and
discontinued operations	$	31,885	$	35,859

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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income	$ 9,946	$ 9,973	$ 18,058	$ 20,171
Adjustments to reconcile net income to net cash provided by operating activities, including discontinued operations:
Depreciation and amortization	7,863	12,561	15,544	25,007
Amortization of favorable and unfavorable lease intangibles	(490)	(474)	(974)	(948)
Provision for losses on accounts receivable	4,860	5,125	10,504	11,139
Stock-based compensation expense	1,352	1,694	2,801	3,087
Deferred taxes	7,944	6,755	9,976	11,691
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(7,185)	(4,871)	(12,578)	(11,193)
Restricted cash	18	3,427	(1,928)	2,271
Prepaid expenses and other assets	439	(1,670)	190	2,613
Accounts payable	(1,582)	7,140	(3,501)	1,281
Accrued compensation and benefits	(4,018)	(4,362)	(580)	4,062
Accrued self-insurance obligations	(2,569)	2,805	(3,912)	4,842
Income taxes payable	(478)	(290)	0	338
Other accrued liabilities	(216)	(2,457)	(946)	13
Other long-term liabilities	(492)	(4,144)	(1,218)	(5,099)
Net cash provided by operating activities	15,392	31,212	31,436	69,275
Cash flows from investing activities:
Capital expenditures	(9,319)	(10,656)	(18,156)	(27,714)
Acquisitions, net of cash acquired	(356)	0	(356)	0
Net cash used for investing activities	(9,675)	(10,656)	(18,512)	(27,714)
Cash flows from financing activities:
Principal repayments of long-term debt and capital lease obligations	(2,800)	(16,036)	(5,598)	(36,976)
Payment to non-controlling interest	0	0	0	(2,025)
Distribution to non-controlling interest	0	0	0	(69)
Net cash used for financing activities	(2,800)	(16,036)	(5,598)	(39,070)
Net increase (decrease) in cash and cash equivalents	2,917	4,520	7,326	2,491
Cash and cash equivalents at beginning of period	85,572	102,454	81,163	104,483
Cash and cash equivalents at end of period	$ 88,489	$ 106,974	$ 88,489	$ 106,974

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Fair Value of Financial Instruments

(3)  Fair Value of Financial Instruments

The estimated fair values of our financial instruments were as follows (in thousands):

		June 30, 2011				December 31, 2010
		Carrying				Carrying
		Amount		Fair Value		Amount		Fair Value
Cash and cash equivalents	$	88,489	$	88,489	$	81,163	$	81,163
Restricted cash	$	17,607	$	17,607	$	15,679	$	15,679
Long-term debt and capital lease obligations,
including current portion	$	150,549	$	150,526	$	155,980	$	156,084
Interest rate hedging agreements	$	1,030	$	1,030	$	-	$	-

The cash and cash equivalents and restricted cash carrying amounts approximate fair value because of the short maturity of these instruments. At June 30, 2011 and December 31, 2010, the fair value of our long-term debt, including current maturities, and our interest rate hedging agreements was based on estimates using present value techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk.

GAAP establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values.  The applicable guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2:	Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3:	Unobservable inputs for the asset or liability.

We endeavor to utilize the best available information in measuring fair value.  The following tables summarize the valuation of our financial instruments by the above pricing levels as of June 30, 2011 and December 31, 2010, respectively (in thousands):

		June 30, 2011
				Unadjusted Quoted		Significant Other
				Market Prices		Observable Inputs
		Total		(Level 1)		(Level 2)
Interest rate hedging agreements - liability	$	1,030	$	-	$	1,030

		December 31, 2010
				Unadjusted Quoted		Significant Other
				Market Prices		Observable Inputs
		Total		(Level 1)		(Level 2)
Restricted cash - money market funds	$	1,465	$	1,465	$	-

We currently have no other financial instruments subject to fair value measurement on a recurring basis.

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Discontinued Operations

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Discontinued Operations

(4) Discontinued Operations

The results of operations of assets to be disposed of, disposed assets and the losses related to these divestitures have been classified as discontinued operations for all periods presented in the accompanying consolidated income statements as their operations and cash flows have been (or will be) eliminated from our ongoing operations and we will not have any significant continuing involvement in their operations after their disposal.

During the six months ended June 30, 2011, we developed plans to dispose of a Maryland skilled nursing center in our Inpatient Services segment, whose results have been reclassified to discontinued operations for all periods presented in accordance with GAAP. The subsequent disposition, which was effective August 1, 2011, resulted in cash proceeds to us of $1.8 million, net of the payoff of the $5.2 million mortgage payable for the center.

A summary of the discontinued operations for the periods presented is as follows (in thousands):

			For the Three Months Ended
			June 30, 2011									June 30, 2010
			Inpatient									Inpatient
			Services			Other			Total			Services			Other			Total
Net operating revenues		$	2,434		$	-		$	2,434		$	2,737		$	-		$	2,737
Loss from discontinued operations, net (1)		$	(407	)	$	(9	)	$	(416	)	$	(613	)	$	(39	)	$	(652	)
	(1)  Net of related tax benefit of $289 and $205, respectively

			For the Six Months Ended
			June 30, 2011									June 30, 2010
			Inpatient									Inpatient
			Services			Other			Total			Services			Other			Total
Net operating revenues		$	4,990		$	-		$	4,990		$	5,576		$	-		$	5,576
Loss from discontinued operations, net (1)		$	(736	)	$	(18	)	$	(754	)	$	(1,206	)	$	(51	)	$	(1,257	)
	(1)  Net of related tax benefit of $524 and $414, respectively

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Commitments and Contingencies

(5)  Commitments and Contingencies

(a) Insurance

We self-insure for certain insurable risks, including general and professional liabilities, workers' compensation liabilities and employee health insurance liabilities, through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary by the states in which we operate. There is a risk that amounts funded to our self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments.  This liability includes an estimate of the development of reported losses and losses incurred but not reported.  Provisions for changes in insurance reserves are made in the period of the related coverage.  An independent actuarial analysis is prepared twice a year to assist management in determining the adequacy of the self-insurance obligations booked as liabilities in our financial statements.  The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. Any adjustments resulting from such reviews are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves.

We evaluate the adequacy of our self-insurance reserves on a quarterly basis and perform detailed actuarial analyses semi-annually in the second and fourth quarters. The analyses use generally accepted actuarial methods in evaluating the workers' compensation reserves and general and professional liability reserves.  For both the workers' compensation reserves and the general and professional liability reserves, those methods include reported and paid loss development methods, expected loss method and the reported and paid Bornhuetter-Ferguson methods.  Reported loss methods focus on development of case reserves for incurred losses through claims closure.  Paid loss methods focus on development of claims actually paid to date.  Expected loss methods are based upon an anticipated loss per unit of measure.  The Bornhuetter-Ferguson method is a combination of loss development methods and expected methods.

The foundation for most of these methods is our actual historical reported and/or paid loss data, over which we have effective internal controls.  We utilize third-party administrators ("TPAs") to process claims and to provide us with the data utilized in our semi-annual actuarial analyses.  The TPAs are under the oversight of our in-house risk management and legal functions.  The purpose of these functions is to properly administer the claims so that the historical data is reliable for estimation purposes.  Case reserves, which are approved by our legal and risk management departments, are determined based on our estimate of the ultimate settlement of individual claims.  In instances where our historical data are not statistically credible, stable, or mature, we supplement our experience with skilled nursing industry benchmark reporting and payment patterns.

The use of multiple methods tends to eliminate any biases that one particular method might have.  Management's judgment based upon each method's inherent limitation is applied when weighting the results of each method.  The results of each of the methods are estimates of ultimate losses which include the case reserves plus an estimate for future development of these reserves based on past trends, and an estimate for losses incurred but not reported. These results are compared by accident year, and an estimated unpaid loss and allocated loss adjustment expense is determined for the open accident years based on judgment reflecting the range of estimates produced by the methods.

Activity in our professional liability and workers' compensation self-insurance reserves as of and for the periods ended June 30, 2011 and 2010 is as follows (in thousands):

	Professional			Workers'
	Liability			Compensation			Total
Balance as of January 1, 2010	$	94,930		$	67,506		$	162,436
Current year provision, continuing operations		7,341			7,100			14,441
Current year provision, discontinued operations		43			54			97
Claims paid, continuing operations		(4,219	)		(4,555	)		(8,774	)
Claims paid, discontinued operations		(563	)		(633	)		(1,196	)
Amounts paid for administrative services and other		(850	)		(1,696	)		(2,546	)
Balance as of March 31, 2010	$	96,682		$	67,776		$	164,458
Current year provision, continuing operations		7,339			7,122			14,461
Current year provision, discontinued operations		43			54			97
Claims paid, continuing operations		(3,605	)		(3,906	)		(7,511	)
Claims paid, discontinued operations		(1,553	)		(690	)		(2,242	)
Amounts paid for administrative services and other		(724	)		(1,620	)		(2,344	)
Balance as of June 30, 2010	$	98,183		$	68,737		$	166,919

	For the Three Months Ended									For the Six Months Ended
	June 30, 2011									June 30, 2011
	Professional			Workers'						Professional			Workers'
	Liability			Compensation			Total			Liability			Compensation			Total
Gross balance, beginning of period	$	110,742		$	97,775		$	208,517		$	113,971		$	96,585		$	210,556
Less: anticipated insurance recoveries		(2,100	)		(28,100	)		(30,200	)		(2,100	)		(28,100	)		(30,200	)
Net balance, beginning of period	$	108,642		$	69,675		$	178,317		$	111,871		$	68,485		$	180,356
Current year provision, continuing
operations		8,767			6,500			15,267			16,133			14,396			30,529
Current year provision, discontinued
operations		90			75			165			165			146			311
Claims paid, continuing operations		(9,416	)		(4,206	)		(13,622	)		(18,944	)		(8,907	)		(27,851	)
Claims paid, discontinued operations		(241	)		(340	)		(581	)		(574	)		(672	)		(1,246	)
Amounts paid for administrative
services and other		(800	)		(1,668	)		(2,468	)		(1,609	)		(3,412	)		(5,021	)
Net balance, end of period	$	107,042		$	70,036		$	177,078		$	107,042		$	70,036		$	177,078
Plus: anticipated insurance recoveries		2,273			26,150			28,423			2,273			26,150			28,423
Gross balance, end of period	$	109,315		$	96,186		$	205,501		$	109,315		$	96,186		$	205,501

The anticipated insurance recoveries relate primarily to our workers' compensation programs associated with policy years 1996 through 2001 where the claim losses have exceeded the policies' aggregate retention limits. Obligations above these retention limits are covered by our excess insurance carriers, which all have carrier ratings of at least "A," "XIV" or better.

A summary of the assets and liabilities related to insurance risks at June 30, 2011 and December 31, 2010 is as indicated below (in thousands):

	June 30, 2011							December 31, 2010
	Professional		Workers'				|	Professional		Workers'
	Liability		Compensation		Total		|	Liability		Compensation		Total
Assets:							|
Restricted cash (1)							|
Current	$	6,017	$	10,389	$	16,406	|	$	3,659	$	10,864	$	14,523
Non-current		-		-		-	|		-		-		-
	$	6,017	$	10,389	$	16,406	|	$	3,659	$	10,864	$	14,523
							|
Anticipated insurance recoveries (2)							|
Current	$	573	$	3,750	$	4,323	|	$	-	$	-	$	-
Non-current		1,700		22,400		24,100	|		-		-		-
	$	2,273	$	26,150	$	28,423	|	$	-	$	-	$	-
							|
Total Assets	$	8,290	$	36,539	$	44,829	|	$	3,659	$	10,864	$	14,523
Liabilities (3)(4):							|
Self-insurance liabilities							|
Current	$	29,689	$	24,554	$	54,243	|	$	25,942	$	21,009	$	46,951
Non-current		79,626		71,632		151,258	|		85,929		47,476		133,405
Total Liabilities	$	109,315	$	96,186	$	205,501	|	$	111,871	$	68,485	$	180,356

(1)	Total restricted cash includes cash collateral deposits and other cash held by third parties.  Total restricted cash above excludes $1,201 and $1,156 at June 30, 2011and December 31, 2010, respectively, held for bank collateral, various mortgages, bond payments and capital expenditures on HUD insured buildings.
(2)	Anticipated insurance recovery assets are presented as Other Assets (both current and long-term) in our consolidated balance sheet.
(3)	Total self-insurance liabilities above exclude $6,390 and $5,142 at June 30, 2011 and December 31, 2010, respectively, related to our employee health insurance liabilities.
(4)	Total self-insurance liabilities for workers' compensation claims are collateralized, in addition to the restricted cash, by letters of credit of $58,077 as of June 30, 2011 and $59,066as of December 31, 2010.

(b)  Litigation

We are a party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of our business, including claims that our services have resulted in injury or death to the residents of our centers and claims relating to employment and commercial matters. Although we intend to vigorously defend ourselves in these matters, there can be no assurance that the outcomes of these matters will not have a material adverse effect on our results of operations, financial condition and cash flows.

We operate in industries that are extensively 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 industries in which we operate are frequently subject to the regulatory supervision of fiscal intermediaries. If a provider is found to have engaged in improper practices, it could be subject 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 or cash flows.

In September 2010, a lawsuit was filed by a former employee of a subsidiary of our medical staffing company, alleging violation of various wage and hour provisions of the California Labor Code.  We deny all of the allegations in the employee's complaint.  The lawsuit, which was filed as a purported class action on behalf of the former employee and all those similarly situated, has been settled. The terms of the settlement are confidential pending court approval.   We believe our reserves are adequate for this matter.

In November 2010, a jury verdict was rendered in a Kentucky state court against us for $2.75 million in compensatory damages and $40 million in punitive damages. On February 25, 2011, the trial court judge reduced the punitive damage award to $24.75 million.  The case involves claims for professional negligence resulting in wrongful death.  We disagree with the jury's verdict and believe that it is not supported by the facts of the case or applicable law.  We have appealed this judgment to the Kentucky Court of Appeals.  We believe our reserves are adequate for this matter.

(c)  Other Inquiries

From time to time, fiscal intermediaries and Medicaid agencies examine cost reports filed by predecessor operators of our skilled nursing centers. If, as a result of any such examination, it is concluded that overpayments to a predecessor operator were made, we, as the current operator of such centers, may be held financially responsible for such overpayments. At this time, we are unable to predict the outcome of any existing or future examinations.

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CONSOLIDATED INCOME STATEMENTS (Unaudited) (Parenthetical) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CONSOLIDATED INCOME STATEMENTS (unaudited) [Abstract]
Interest income	$ 82	$ 73	$ 141	$ 163

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Nature of Business

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements [Abstract]

Nature of Business

(1)  Nature of Business

References throughout this document to the Company include Sun Healthcare Group, Inc. and our consolidated subsidiaries. In accordance with the Securities and Exchange Commission's "Plain English" guidelines, this report has been written in the first person. In this document, the words "we," "our" and "us" refer to Sun Healthcare Group, Inc. and its direct and indirect consolidated subsidiaries and not any other person.

Business

Our subsidiaries provide long-term, post-acute and related specialty healthcare in the United States.  We operate through three principal business segments: (i) inpatient services, (ii) rehabilitation therapy services, and (iii) medical staffing services.  Inpatient services represent the most significant portion of our business.  We operated 199 healthcare centers in 25 states as of June 30, 2011.

Other Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with our customary accounting practices and accounting principles generally accepted in the United States ("GAAP") for interim financial statements.  In our opinion, the accompanying interim consolidated financial statements are a fair statement of our financial position at June 30, 2011, and our consolidated results of operations and cash flows for the three-month and six-month periods ended June 30, 2011 and 2010, respectively.  These statements are unaudited, and certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted, as permitted under the applicable rules and regulations of the Securities and Exchange Commission.  The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items.  Readers of these statements should refer to our audited consolidated financial statements and notes thereto for the year ended December 31, 2010, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K").

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, the disclosure of significant contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include determination of third-party payor settlements, allowances for doubtful accounts, self-insurance obligations, loss accruals and income taxes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Emerging Issues Task Force of the FASB issued an Accounting Standards Update in August 2010 regarding the balance sheet presentation of medical malpractice claims and similar contingent liabilities and related insurance recoveries.  The updated guidance requires the insurance recovery receivable to be presented as a gross asset instead of netting it against the related liability.  The updated presentation was effective for us on January 1, 2011, is reflected in the accompanying consolidated balance sheet and has resulted in the reclassification of anticipated insurance recoverables to assets as of January 1, 2011 of $2.1 million and $28.1 million for general and professional liabilities and workers' compensation liabilities, respectively.  There was no impact on our accumulated deficit due to adoption of this new standard.  See the Insurance portion of Note 5 - "Commitments and Contingencies" for additional information.

The FASB issued an Accounting Standards Update in June 2011 regarding the presentation of comprehensive income within financial statements.  GAAP now requires that comprehensive income and its components of net income and other comprehensive income be presented in either (1) a single continuous statement of comprehensive income or (2) two separate but consecutive statements.  This new guidance will be effective for us beginning with our March 31, 2012 interim reporting with retrospective presentation.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the 2011 financial statement presentation.  We have reclassified the results of operations of the nurse practitioner services group and one skilled nursing center of our Inpatient Services segment (see Note 4 - "Discontinued Operations") for all periods presented to discontinued operations within the income statement, in accordance with GAAP.

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CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 88,489	$ 81,163
Restricted cash	17,256	15,329
Accounts receivable, net of allowance for doubtful accounts of $70,419 and $66,607 at June 30, 2011 and December 31, 2010, respectively	221,152	218,040
Prepaid expenses and other assets	22,990	16,859
Deferred tax assets	71,511	69,800
Total current assets	421,398	401,191
Property and equipment, net	143,880	139,860
Intangible assets, net	40,559	41,967
Goodwill	348,256	348,047
Restricted cash, non-current	351	350
Deferred tax assets	115,266	126,540
Other assets	46,596	23,803
Total assets	1,116,306	1,081,758
Current liabilities:
Accounts payable	46,895	49,993
Accrued compensation and benefits	61,074	61,518
Accrued self-insurance obligations, current portion	60,633	52,093
Other accrued liabilities	53,555	53,945
Current portion of long-term debt and capital lease obligations	11,099	11,050
Total current liabilities	233,256	228,599
Accrued self-insurance obligations, net of current portion	151,258	133,405
Long-term debt and capital lease obligations, net of current portion	139,450	144,930
Unfavorable lease obligations, net	8,452	9,815
Other long-term liabilities	52,379	52,566
Total liabilities	584,795	569,315
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock of $.01 par value, authorized 3,333 shares, zero shares issued and outstanding as of June 30, 2011 and December 31, 2010	0	0
Common stock of $.01 par value, authorized 41,667 shares, 25,137 and 24,974 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively	251	250
Additional paid-in capital	722,481	720,854
Accumulated deficit	(190,603)	(208,661)
Accumulated other comprehensive loss, net	(618)	0
Total stockholders' equity	531,511	512,443
Total liabilities and stockholders' equity	$ 1,116,306	$ 1,081,758