UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________
Commission file number 001-41406
Enhabit, Inc.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 47-2409192 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | | | | |
| 6688 N. Central Expressway Suite 1300 | 75206 |
| Dallas, TX | (Zip code) |
| (Address of principal executive offices) | |
214-239-6500214-239-6500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | EHAB | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ☐ | | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersofficers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $570.7 million (based on the last reported sale price on the New York Stock Exchange as of such date).
The registrant had outstanding 50,155,94050,155,782 shares of common stock as of March 12,April 17, 2024.
Documents Incorporated By Reference
Portions of the registrant’s proxy statement for its 2024 Annual Meeting of stockholders are incorporated by reference into Part III.None.
| | | | | | | | | | | | | | |
| Audit Firm ID | | Auditor Name | | Auditor Location |
| 238 | | PricewaterhouseCoopers LLP | | Dallas, Texas |
TABLE OF CONTENTS
| | | | | |
| Page |
| |
| Note Regarding Presentation and Reconciliations of Adjusted EBITDA | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
NOTE TO READERSExplanatory Note
As used in this report, the terms “Enhabit,Enhabit, Inc. (“Enhabit,” “we,” “us,” “our,” and“our” or the “Company” refer) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to Enhabit, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Thisour Annual Report on Form 10-K, originally filed on March 15, 2024 (the “Annual Report”“Initial Filing”) contains historical, for the purpose of providing the information as well as forward‑looking statements (withinrequired in Part III of Form 10-K. This information was previously omitted from the meaningInitial Filing in reliance on General Instruction G(3) of Section 27AForm 10-K because we intended to incorporate the required disclosures from our proxy statement relating to our 2024 Annual Meeting of stockholders. Our 2024 proxy statement, however, will not be filed within the Securities Actrequisite time period to allow incorporation by reference. Accordingly, this Amendment changes our Initial Filing by including the information required by Part III of Form 10-K (Items 10, 11, 12, 13 and Section 21E of14).
In accordance with Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve known, we have also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from our principal executive officer and unknown risksprincipal financial officer. Because no financial statements have been included in this Amendment and relatethis Amendment does not contain or amend any disclosure with respect to among other things, future events, projections,Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial guidance, legislativestatements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as indicated herein, this Amendment does not modify or regulatory developments, strategy or growth opportunities, our future financial performance, our projected business results, or our projected capital expenditures. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases,update disclosures contained in the reader can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “targets,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Any forward-looking statementInitial Filing and speaks only as of the date of this report, and the Company undertakes no dutyInitial Filing. This Amendment does not reflect events that may have occurred subsequent to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties, many of which are beyond our control. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by the Company include, but are not limited to, our ability to execute on our strategic plans; regulatory and other developments impacting the markets for our services; changes in reimbursement rates; general economic conditions; changes in the episodic versus non-episodic mix of our payors, the case mix of our patients, and payment methodologies; our ability to attract and retain key management personnel and healthcare professionals; potential disruptions or breaches of our or our vendors’, payors’, and other contract counterparties’ information systems; the outcome of litigation; our ability to successfully complete and integrate de novo locations, acquisitions, investments, and joint ventures; our ability to successfully integrate technology in our operations; our ability to control costs, particularly labor and employee benefit costs; factors that affect the timing and options in our strategic review and, following our strategic review, consummating a strategic transaction on attractive terms or at all; and such other factors as are discussed throughout Part I, Item 1A, “Risk Factors,” of this Annual Report.
Part I.
Item 1. Business.
Our Business
We are a leading provider of home health and hospice services in the United States. We strive to provide superior, cost-effective care where patients prefer it: in their homes. For over twenty years, we have provided care in the low-cost home setting while achieving high-quality clinical outcomes. Over that time, we have grown to become the fourth-largest provider of home health services and a leading provider of hospice services nationally, measured by 2022 Medicare revenues. As of December 31, 2023, our footprint comprised 255 home health and 110 hospice locations across 34 states.
Our industry is supported by an aging U.S. population, an increased focus on shifting care to lower-cost settings, and patients’ preference for home-based care. Our scale and density in targeted markets, our disciplined operating model emphasizing the use of technology, our clinical expertise, and our award-winning culture are key factors to our success. These competitive advantages enable us to outperform many of our competitors in both clinical quality and efficiencies, while positioning us as an attractive partner to health systems, payors, and other risk-bearing entities.
We operate our business in two segments, home health and hospice.
•Our home health agencies provide a comprehensive range of Medicare-certified skilled home health services, including skilled nursing, physical, occupational and speech therapy, medical social work, and home health aide services. Our patients are typically older adults with chronic conditions and significant functional limitations who are on multiple medications. Our home health business benefits from a diversity of referral sources, with patients referred from acute care hospitals, inpatient rehabilitation facilities, surgery centers, assisted living facilities, and skilled nursing facilities, as well as community physicians. We work closely with patients, families, caregivers, and physicians to deliver data-driven, evidence-based care plans focused on patient needs and goals. For the year ended December 31, 2023, our home health segment had 207,448 patient admissions and generated $850.1 million in Net service revenue, or 81.2% of Enhabit’s total Net service revenue.
•Our hospice agencies provide high-quality hospice services to terminally ill patients and their families. Hospice care focuses on the quality of life for patients experiencing an advanced, life limiting illness by treating the symptomsdate of the disease, rather than the disease itself. Our dedicated team of professionals works together to manage symptoms so that a patient’s remaining time may be spent with dignity and in relative comfort, surrounded by loved ones, and typically at home. For the year ended December 31, 2023, our hospice segment had an average daily census of 3,441 patients and generated $196.2 million in Net service revenue, or 18.8% of Enhabit’s total Net service revenue.
We drive operating efficiency by leveraging our market density as our volumes increase, enabling our clinicians to spend less time on the road and more time providing care. We believe our operating structure positions us to increase our home health admissions as the industry continues to expand. Despite our status as the fourth-largest provider of home health services, measured by 2022 Medicare revenues, our Medicare fee for service market share is only 3.8%. Given the high fragmentation of the industry, we believe there will be significant opportunities for consolidation.
Our operations are supported by an electronic medical records platform and a predictive analytics platform. We believe our history and familiarity with these platforms enable us to deliver superior clinical and operational outcomes.
Our HistoryInitial Filing.
Since our founding in 1998, we have established an extensive record of providing high-quality care and demonstrated a consistent abilityPrior to innovate during varying economic and regulatory climates. Between December 31, 2014 and July 1, 2022, we operated as a reporting segment of Encompass Health Corporation (“Encompass”). On March 7, 2022, we changed our name from “Encompass Health Home Health Holdings, Inc.” to “Enhabit, Inc.” On July 1, 2022, Encompass completed the previously announced separation of the Company through the distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Enhabit to the stockholders of record of Encompass (the “Distribution”) as of the close of business on June 24, 2022.. As a result of the Distribution, Enhabit is now an independent public company, and its common stock is listed under the symbol “EHAB” on the New York Stock Exchange (the “Separation”). As part of the Separation, Enhabit and Encompass entered into certain agreements that provide a framework for our relationship with Encompass after the Separation and Distribution. For additional discussion of the Separation and Distribution, as well as our relationship with Encompass, see Item 1A, “Risk Factors —Risks —Risks Related to Our Recent Separation from Encompass,” in the Initial Filing.
Note Regarding Presentation and Reconciliations of Adjusted EBITDA
The financial data contained in this Annual Report.Amendment includes Adjusted EBITDA, a non-GAAP (generally accepted accounting principles (GAAP)) financial measure as defined in Regulation G under the Securities Exchange Act of 1934. See Appendix A - “Reconciliations of Non-GAAP Financial Measures to GAAP Results” for reconciliations of Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP. Non-GAAP financial measures exclude significant components in understanding and assessing financial performance and should therefore not be considered superior to, as a substitute for or alternative to the GAAP financial measures. The Adjusted EBITDA measure in this Amendment may differ from similar measures used by other companies.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers
The following table lists all of our executive officers. Each of our executive officers will hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Age | | Position | | Since |
| Barbara A. Jacobsmeyer | | 58 | | President and Chief Executive Officer; Director | | 6/2021 |
| Crissy B. Carlisle | | 52 | | Chief Financial Officer | | 8/2021 |
| Dylan C. Black | | 55 | | General Counsel and Secretary | | 1/2023 |
| Julie Jolley | | 52 | | Executive Vice President of Home Health | | 5/2019 |
| Jeanne Kalvaitis | | 67 | | Executive Vice President of Hospice | | 6/2022 |
| Ronald L. (Bud) Langham, Jr. | | 47 | | Executive Vice President of Clinical Excellence and Strategy | | 12/2021 |
| Tanya Marion | | 50 | | Chief Human Resources Officer | | 1/2022 |
Executive Biographies
Barbara A. Jacobsmeyer, President and CEO
Ms. Jacobsmeyer has served as President and Chief Executive Officer of Enhabit since June 2021. Prior to that, she served as Encompass’ Executive Vice President of Operations beginning in December 2016. Ms. Jacobsmeyer joined Encompass in 2007 as Chief Executive Officer of the Rehabilitation Hospital of St. Louis, a partnership of BJC HealthCare and Encompass, and then as President of Encompass’ Central Region from 2012 to 2016. Prior to joining Encompass, Ms. Jacobsmeyer served as Chief Operating Officer for Des Peres Hospital in St. Louis, Missouri. She received her bachelor’s degree in physical therapy from St. Louis University and her master’s degree in health services management from Webster University. Ms. Jacobsmeyer, as our President and Chief Executive Officer, directs the strategic, financial and operational management of the Company and, in this capacity, provides unique insights into its detailed operations. She brings to bear more than 30 years of experience in healthcare operations and management.
Crissy B. Carlisle, Chief Financial Officer
Ms. Carlisle has served as Chief Financial Officer of Enhabit since August 2021. Prior to that, she served as Encompass’ Chief Investor Relations Officer since September 2015. Ms. Carlisle joined Encompass in February 2005 as the director of SEC reporting and was promoted to Vice President of Financial Reporting in August 2005. Prior to joining Encompass, Ms. Carlisle served as a Director at FTI Consulting within the Corporate Recovery Division and additionally as a manager within PricewaterhouseCoopers’ audit practice. She received her bachelor’s degree in accounting from the University of Alabama and her master’s degree in business administration from Duke University’s Fuqua School of Business. Ms. Carlisle currently serves as a Vice President on the International Council of Gamma Phi Beta.
Dylan C. Black, General Counsel and Secretary
Mr. Black has served as General Counsel and Secretary of Enhabit since January 2023. Prior to that, he was a Partner at the law firm Bradley Arant Boult Cummings LLP in Birmingham, Alabama, where he practiced from 1998 to 2022. Before his career in private practice, Mr. Black clerked for the Hon. Harry W. Wellford on the United States Court of Appeals for the Sixth Circuit in Memphis, Tennessee. Mr. Black received his bachelor's degree in government from Harvard College and his law degree from the University of Virginia School of Law.
Julie D. Jolley, Executive Vice President of Home Health
Ms. Jolley has been with Enhabit (previously Encompass Home Health) since 2000 and has served in her current role as Executive Vice President of Home Health of Enhabit since May 2019. Prior to that, she served in several roles with increasing responsibility, including, as a Regional Vice President and then Regional President. Prior to joining Enhabit, Ms. Jolley was a registered nurse with experience in a variety of practice settings. She received her bachelor’s degree in nursing from Chamberlain University. Ms. Jolley leverages more than 30 years of healthcare experience.
Since 2015, we have deployed over $798.0 millionJeanne L. Kalvaitis, Executive Vice President of capitalHospice
Ms. Kalvaitis has served as Executive Vice President of Hospice of Enhabit since June 2022. Prior to joining Enhabit, she served as Vice President Hospice Operations and Divisional Vice President Clinical Services for Compassus, a hospice and palliative care provider in Fort Worth, Texas, from 2019 to 2021, where she worked on 42 home healththe transition of Ascension at Home hospice agencies after their acquisition by Compassus. Prior to holding that position, Ms. Kalvaitis served as Enhabit’s Vice President Clinical Services from 2014 to 2019 and held numerous positions at Vitas Healthcare Corporation from 1990 to 2014, including Vice President Operations, Vice President Business Development, and Senior General Manager. Ms. Kalvaitis is a registered nurse in Texas and Connecticut and has experience in a variety of practice settings prior to assuming the above administrative roles. Ms. Kalvaitis thus brings more than 30 years of healthcare administrative experience to her leadership of our hospice acquisitions, which we have fully integrated into our business. Oversegment. She received her bachelor’s degree in nursing from the University of Texas at El Paso and her diploma in nursing from St. Vincent’s Medical Center School of Nursing in Bridgeport, Connecticut.
Ronald L. (Bud) Langham, Jr., Executive Vice President of Clinical Excellence and Strategy
Mr. Langham joined Enhabit (previously Encompass Home Health) in October 2008 and has served in his current role as Executive Vice President of Clinical Excellence and Strategy since December 2021. Prior to that, same period, we have opened 41 de novo locations across 20 states,he served in several roles with increasing responsibilities including, 21 home healthChief Strategy and 20 hospice locations. For more informationInnovation Officer and commentaryChief Clinical Officer of Encompass Home Health. He is a physical therapist by training and has direct patient care and leadership experience in a variety of acute and post-acute settings. Mr. Langham received his degree in physical therapy from the University of Oklahoma Health Sciences Center and a Master’s Degree in Business Administration from the University of Oklahoma. He is an active member of the American Physical Therapy Association and has served on our history and financial performance, see “—Our History” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Annual Report.
Our Industries and Opportunity
We operate in large, growing, and highly fragmented industries.
In 2021, approximately $125.2 billion was spent on broader home health expenditures, according to National Health Expenditures published bymultiple technical expert panels for the Centers for Medicare and Medicaid Services (“CMS”). HomeServices.
Tanya R. Marion, Chief Human Resources Officer
Ms. Marion has served as Chief Human Resources Officer of Enhabit since January 2022. Prior to joining Enhabit, she served as the Chief Human Resources Officer – Operations of Mercy Health, a not-for-profit health expenditures are expectedcare system in St. Louis, Missouri, from 2017 to grow2022. Prior to approximately $250.6 billion by 2031, representingthat, she served in a 7.2% compound annual growth rate. Within this expanding market, we focus primarily on skilled home health services.variety of human resources leadership roles with increasing responsibility at Mercy Health from 2007 to 2017. She received her bachelor’s degree in business management from Missouri State University and her master’s degree in management and leadership from Western Governors University.
Medicare Advantage is becoming a more prevalent payor source within skilled home health services. Given our low cost of care and high-quality outcomes, we believe we are well-positioned to serve this growing population.
Directors
The home health industry is comprisedboard of both for-profitdirectors of Enhabit (the “Board”) currently consists of 13 members. We identify and not-for-profit organizations. Our competitors include large home health providers, some of which have recently been acquired by payors, as well as publicly tradeddescribe below the key experience, qualifications and privately owned freestanding agencies, facility-based home health agencies, visiting nurse associations and government-owned agencies. The number of Medicare‑certified home health agencies is near an all-time high – approximately 11,700 accordingskills our directors bring to the CMS provider catalog published in October of 2023. In 2021, home health agencies provided care to approximately 3 million Medicare beneficiaries.Board.
The home health reimbursement landscape experienced a fundamental shift when Medicare implemented the Patient Driven Groupings Model (“PDGM”) for home health agencies on January 1, 2020. The impact of PDGM, which was expected to put downward pressure on home health revenues and increase administrative burdens, coincided with the beginningLeo I. Higdon, Jr., Chairperson of the COVID-19 pandemic. Federal relief funding,Board
Director Since: 7/1/2022
Board Committee: Audit & Finance Committee
Age: 77
Mr. Higdon served as President of Connecticut College from July 1, 2006, to December 31, 2013. He served as the President of the College of Charleston from October 2001 to June 2006. Between 1997 and 2001, Mr. Higdon served as President of Babson College in Wellesley, Massachusetts. He also served as Dean of the Darden Graduate School of Business Administration at the University of Virginia. His financial experience includes a 20-year tenure at Salomon Brothers, where he became Vice Chairman and Member of the Executive Committee, managing the Global Investment Banking Division. Mr Higdon became a Director of Encompass in 2004 and served as its Chairman from 2014 until 2022. Mr. Higdon also served as a Director of Citizens Financial Group, Inc. As a result of his 20 years of experience in the financial services industry combined with his strategic management skills gained through various senior executive positions, including funds distributed under the Coronavirus Aid, Relief,in academia, and Economic Security Actservice on numerous boards of 2020 (the “CARES Act”), the Paycheck Protection Programdirectors, Mr. Higdon has extensive experience with strategic and financial planning and the Medicare Accelerated Advanced Payment Program, as well as the payroll tax deferral permitted by the CARES Act, temporarily delayed the potentially negative effectsoperations of PDGM for those home health agencies that accepted relief funding. We did not accept any CARES Act funds.
The United States Congress (“Congress”) mandated that the Secretary of Health and Human Services make assumptions about potential behavior changes within the Medicare home health industry related to the implementation of PDGM and make one or more adjustments to the reimbursement system to achieve overall budget neutrality. The public health emergency associated with the COVID-19 pandemic delayed action from the Secretary in the 2021 and 2022 home health rules. However, on October 31, 2022, CMS released its notice of final rulemaking for calendar year 2023 for home health agencies under the home health prospective payment system (the “2023 HH Rule”). CMS outlined its methodology and assessment of the PDGM’s budget neutral implementation throughout 2020 and 2021 along with its plan to implement significant permanent and temporary adjustments.In the calendar year 2024 final home health rule, CMS continued its methodology and resulting application of additional amounts of permanent adjustments, and also calculated an increased amount of negative temporary adjustments ostensibly to be collected at some point in the future. Although a major industry group has filed a litigation challenge to the propriety of CMS’s methodology, and CMS’s application of the methodology in the 2023 HH Rule, pending the outcome of that litigation, we anticipate CMS’s temporary and permanent adjustments will drive industry consolidation, particularly of smaller home health agencies. See “—Regulatory,” “—Sources of Revenue,” and Item 1A, “Risk Factors,” for additional detail on PDGM.
According to CMS, Medicare spending for hospice care increased from $3 billion in 2000 to $23 billion in 2021, reflecting a compound annual growth rate of 10.2%. Based on our experience and industry knowledge, we believe Medicare revenues represent the vast majority of total expenditures in the hospice market. The hospice industry is fragmented, with approximately 1.7 million Medicare beneficiaries receiving hospice services in 2021. Additionally, there were approximately 7,000 providers according to the CMS provider catalog published in November of 2023. Hospice use among Medicare beneficiaries has grown substantially in recent years, suggesting a greater awareness of and access to hospice services. While we are a leading hospice services provider, measured by 2022 Medicare revenues, our hospice business accounts for only approximately 1.0% of the Medicare hospice market. We believe increasing demand and broader understanding and utilization of hospice care, and the fragmented nature of the industry, provide an attractive opportunity for our hospice business.companies.
Growing Senior Population Driving Increased DemandJeffrey W. Bolton
We believeDirector Since: 7/1/2022
Board Committees: Audit & Finance; Care, Compliance & Cybersecurity Committees
Age: 68
Mr. Bolton has more than 20 years of executive and board experience in the demand for homehealthcare sector. Throughout his career, Mr. Bolton has developed a deep knowledge of acute care hospitals and integrated health and hospice services will continuenetworks. After serving as Chief Financial Officer at Mayo Clinic from 2002 to increase2013, Mr. Bolton served as the growthChief Administrative Officer and Vice President for Administration (the most senior non-physician executive) at Mayo Clinic until his retirement in December 2021. While holding this position, Mr. Bolton managed strategic alliances and business development, corporate accounting and external reporting, financial planning and analysis and clinical and hospital administrative operations. Mr. Bolton co-led the development of the organization’s strategic plan and substantially transformed the leadership team. Prior to joining Mayo Clinic, Mr. Bolton worked at Carnegie Mellon University where he held various finance and planning positions, including Chief Financial Officer, and as a Planning and Financial Analyst at the University of Pittsburgh. Mr. Bolton currently serves on the board of Resoundant, Inc., a privately held medical technology company, MCSI, a privately held reference lab company and HMN Financial, Inc., a publicly traded stock savings bank holding company. In addition to Mr. Bolton’s extensive knowledge of the healthcare industry, he contributes strong leadership, accounting, finance, and strategic planning skills to the board.
Tina L. Brown-Stevenson
Director Since: 7/1/2022
Board Committees: Nominating & Corporate Governance; Care, Compliance, & Cybersecurity Committees
Age: 67
Ms. Brown-Stevenson is a retired executive who brings nearly three decades of experience in the numbernational healthcare payor industry, where she developed an expertise in health system analytics and data. Ms. Brown-Stevenson joined UnitedHealth Group in 2008 and rose to the role of seniorsSenior Vice President of Health System Analytics and Decision Support, where she oversaw the analysis and management of provider and patient data to validate UnitedHealth Group’s strategy and product offerings, before her retirement in 2019. Prior to UnitedHealth Group, Ms. Brown-Stevenson held senior leadership positions at several other healthcare insurance companies. Ms. Brown-Stevenson currently serves on the board of several organizations, including Connecticut Children’s Medical Center and Kyruus Inc., a technology company that provides provider search and scheduling solutions to healthcare organizations. Ms. Brown-Stevenson has demonstrated her leadership and character through involvement on board roles in community, civic and privately-held organizations. Ms. Brown-Stevenson also provided patient care for many years as a Registered Nurse. As a result of her leadership roles at several large national payors in the United States remains strong. Accordingrapidly evolving field of healthcare data and analytics and her various private board memberships, Ms. Brown-Stevenson is in a unique position to estimates from the U.S. Census Bureau and The 2021 Profile of Older Americans published November 2022 by the Administration for Community Living and the Administrationdraw on Aging, the 65 and older population increased from 40.5 million in 2010her extensive experience to 55.7 million in 2020, or an increase of 38%. The 65 and older population is projected to reach 80.8 million by 2040 and 94.7 million by 2060. Additionally, the 85 and older population is projected to more than double from 6.7 million in 2020 to 14.4 million in 2040.
Home-based care is well-positioned to help manage these conditions in the aging population. Home-based care is also significantly more affordable than other care settings. We believe these trends, coupled with our competitive advantages, strongly position us for the future. Additionally, the growth in the elderly population is expected to significantly outpace the expected growth in facility-based beds, driving the ongoing shift from facility-based care to home-based care where clinically appropriate.
Increasing Focusadvise on Shifting Care to Lower Cost Settings
The growing senior population is contributing to rising healthcare costs in the United States, putting pressure on an already strained healthcare system. Accordingly, there is an increasing level of focus on expanding services and reducing the cost of care. The Medicare cost per day in home health and cost per patient per day in hospice is $67 and $180, respectively, compared to a skilled nursing facility of $556 per day, highlighting the savings potential for the healthcare system. In spite of this cost advantage, the annual Medicare expenditure on skilled nursing facilities is over $27 billion as compared to home health and hospice, which are each less than $24 billion. We believe health care payors will increasingly encourage the treatment of patients in their homes and other low-cost settings. As a leader in the home health and hospice markets, we anticipate this shift will help propel our continued growth, providing us with greater flexibility in reimbursement structures.
Patient Preference for Home-Based Care
We believe most patients prefer to receive care at home. Based on a 2021 American Association of Retired Persons (“AARP”) survey, 77% of those over age 50 want to stay in their residence as long as possible. Similarly, a 2017 study by the Kaiser Family Foundation found that seven in ten Americans would prefer to spend their last days at home as opposed to any other care setting. In addition, the COVID-19 pandemic significantly accelerated the demand for high‑quality home‑based care, and we believe the trend will continue.
Emphasis on Value-Based Payment Models
Rising healthcare costs for the expanding population of older adults in the United States drive more focus on value‑based payment models that incentivize cost-effective and clinically appropriate care. Enhabit has a history of participating in value-based payment models. We were episode initiators in the original Bundled Payments for Care Improvement (“BPCI”) program. Additionally, we work alongside many Accountable Care Organizations (“ACOs”) to help them reduce the overall cost of care. In some cases we have been able to negotiate shared-savings opportunities and/or pay for performance.
Our payor innovation strategy includes four primary tenets: (i) building relationships with payors and conveners; (ii) obtaining new agreements with favorable rates and terms; (iii) renegotiating existing agreements to provide more favorable rates and terms; and (iv) whenever possible, negotiating to include value-based incentives in our agreements. Collectively we refer to these efforts as Payor Innovation. The Payor Innovation team executes this strategy in collaboration with the executive leadership team. We continue to evaluate new models and other opportunities to collaborate with both existing and new payors along with potential strategic partners. Our industry-leading capabilities and clinical results, including our low acute care hospitalization and hospital readmission rates, position us to bring value to all payors, who are focused on managing and reducing the total cost of care.
Our Competitive Strengths
We believe we differentiate ourselves from our competitors byimprove the quality of care for our clinical outcomes,patients.
Yvonne M. Curl
Director Since: 7/1/2022
Board Committees: Compensation & Human Capital (Chairperson); Nominating & Corporate
Governance Committees
Age: 69
Ms. Curl is a former Vice President and Chief Marketing Officer of Avaya, Inc., a global provider of next-generation business collaboration and communications solutions, a position she held from October 2000 through 2004. Before joining Avaya, Ms. Curl was employed by Xerox Corporation beginning in 1976, where she held a number of middle and senior management positions in sales, marketing and field operations, culminating with her appointment to Corporate Vice President. Ms. Curl currently serves as a Director/Trustee of VALIC Companies I & II, a mutual fund complex sponsored by American International Group, Inc., and as a Director on the scaleboard of the Hilton Head Community Foundation. Ms. Curl served as a Director of Encompass from 2004 until May 2022. In the past five years, she has served as a Director of Nationwide Mutual Insurance Company and densitythe Hilton Head Humane Association. Ms. Curl has proven senior executive experience with broad operational experience in sales, marketing, and general management through her previous roles with large public companies as described above. Having served on and chaired several compensation committees on the board of our footprint, our consistentdirectors of public companies, she has experience in the development and disciplined operating model,oversight of compensation programs and our people and award‑winning culture, among other factors. We also believe our competitive strengths allow us to adapt and succeed in a healthcare industry facing continuing regulatory changes focused on improving outcomes and reducing costs.policies.
ScaleCharles M. Elson
Director Since: 7/1/2022
Board Committee: Nominating & Corporate Governance Committee
Age: 64
Mr. Elson is a retired professor of Finance and Density
Our current footprint reflects our multi-decade effortthe retired Edgar S. Woolard, Jr. Chair in Corporate Governance at the University of Delaware’s Alfred Lerner College of Business and Economics. Since 2020, he has served as Executive Editor-at-Large of Directors & Boards magazine. From 2000 to establish scale and density in key markets with attractive demographic and regulatory profiles. We are a leading home health provider in many2020, he served as the Founding Director of the states where we operate, measured by 2022 Medicare revenues. The 34 states where we operate accountedJohn L. Weinberg Center for approximately 66%Corporate Governance at the University of total U.S. home health Medicare revenues in 2022. Our presence in these markets helps us increase operating efficiency and brand awareness. These operating efficienciesDelaware. Mr. Elson has also help us reduce our home health cost per visit, which we believe is consistently lower than many of our peers. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results of Operations,” for our home health cost per visit for the years ended December 31, 2023, 2022, and 2021.
Additionally, duebeen Of Counsel/Consultant to the demographic overlaplaw firm Holland & Knight LLP from 1995 to the present. In addition, Mr. Elson serves as Vice Chairman of our patients, we believe somethe American Bar Association’s Committee on Corporate Governance. Mr. Elson served on the National Association of our home health patients will eventually requireCorporate Directors’ Commissions and chooseas a member of the National Association of Corporate Directors’ Best Practices Council on Coping with Fraud and Other Illegal Activity and of that organization’s Advisory Council. Mr. Elson served as a Director of Encompass from 2004 until 2022. Mr. Elson has extensive knowledge of and experience in matters of corporate governance through his leadership roles with various professional organizations. Mr. Elson’s academic, professional and board experiences allow him to effectively address the range of issues facing public companies.
Erin P. Hoeflinger
Director Since: 7/1/2022
Board Committees: Compensation & Human Capital; Care, Compliance, & Cybersecurity Committees
Age: 58
Ms. Hoeflinger has over two decades of experience and expertise in the healthcare payor industry and has played key roles in strategy, operations, and general management throughout her career. Ms. Hoeflinger joined Aetna Inc. in 2018 and rose to the role of Senior Vice President of Specialty and Strategic Solutions, where she led the strategy to unite CVS and Aetna assets post-merger until her retirement in 2021. Prior to Aetna, Ms. Hoeflinger held several senior leadership positions at Anthem. Throughout her career, Ms. Hoeflinger has developed an extensive skill set in implementing and leading complex transformations and integrations. Ms. Hoeflinger serves on the board of Midmark Corporation, a privately held manufacturer of medical, dental, and animal healthcare products. She served on the board of First Financial Bancorp, a publicly traded banking and financial services company. She has also served in various local and national private and nonprofit board leadership roles. In addition to Ms. Hoeflinger extensive knowledge of our hospice segment. We arethe healthcare payor industry, she brings strong strategic planning, management, and marketing skills to the Board.
Susan A. La Monica
Director Since: 7/1/2022
Board Committee: Compensation & Human Capital Committee
Age: 63
Ms. La Monica is the Chief Human Resources Officer for Citizens Financial Group, Inc. (“Citizens”), a publicly traded banking and financial services company and one of the nation’scountry’s largest providersregional banks, where she is responsible for developing human resource strategies to support the company’s business plan. She is a member of Medicare-certified hospice services, measured by 2022 Medicare revenues.the bank’s ESG steering committee and jointly oversees the Corporate Affairs and Communications functions for the organization. Prior to Citizens, Ms. La Monica held several senior human resources leadership roles at Royal Bank of Scotland (which spun out Citizens in 2014) and at JP Morgan Chase. In addition to her human resources experience, Ms. La Monica has demonstrated her leadership and character through over a decade of involvement on board roles in numerous academic, community, and civic organizations. As a result of December 31, 2023, 105her diverse leadership roles, Ms. La Monica is well positioned to address a full range of our 110 hospice locations were co-located within our homehuman capital issues, including compensation and benefits, talent acquisition and development, culture and change management, as well as matters related to strategy and ESG.
John E. Maupin, Jr.
Director Since: 7/1/2022
Board Committees: Audit & Finance; Care, Compliance & Cybersecurity (Chairperson) Committees
Age: 77
Dr. Maupin is a retired healthcare executive with over 40 years of diverse executive leadership experience in academic medicine, public health, markets, allowing us to minimize gaps inambulatory care and disruption to the patient. We believe this continuity of care between our home healthgovernment relations. He served as President and hospice businesses creates a growth opportunity for our hospice business, particularly as we add hospice services in our other home health markets.
Consistent and Disciplined Operating Model
Our operating model, which emphasizes consistency and the disciplined use of technology, has driven our industry leadership in both clinical quality and cost-effectiveness. We leverage our comprehensive technology capabilities and centralized administrative functions to define best practices, streamline staffing models, and identify supply chain efficiencies across our extensive platform of operations. We invest significant time and training resources teaching our operators to utilize the informatics of our technology to help drive timely decisions in the field. Our pairing of technology with a culture that includes substantial training resources and well-established operating protocols helps us deliver superior results.
Clinical Expertise and High-Quality Outcomes
We have extensive home-based clinical experience from which we have developed standardized best practices and protocols. We believe these best practices and protocols, when combined with our technology and well-trained, mission‑motivated clinicians, help ensure the delivery of consistently high-quality healthcare services, reduced inefficiencies, and improved performance across a spectrum of operational areas. These best practices and protocols allow us to have Quality of Patient Care (“QoPC”) ratings and 30-day readmission rates that are meaningfully better than the national average. As of January 2024, the last publicly reported Star ratings, our QoPC Star Rating and Home Health Care Assessment of Healthcare Providers and Systems (“HHCAHPS”) Patient Survey Star Rating averaged 3.5 and 3.7, respectively, higher than the national averages of 3.0 and 3.5, respectively. For additional discussion of CMS’s Star ratings, see Item 1A, “Risk Factors—Risks Related to Our Business—Reimbursement Risks.”
We focus on hospital readmission and acute care hospitalization rates as our primary indicators of clinical quality. We believe this focus results in superior clinical outcomes for patients, providers, and payors. On a non-risk adjusted basis, our 30-day hospital readmission rate was 14.0% in 2023, 20.5% lower than the national average of 17.6% in 2022; our 60-day acute care hospitalization rate was 13.8%, 2.1% lower than the national average of 14.1%, as reported by CMS in the 2022 Provider Data Catalog.
People and Award-Winning Culture
Through our employee-first culture, we undertake significant efforts to ensure our clinical and support staff receive the education, training, and support necessary to provide the highest quality care in the most cost-effective manner. We have been recognized for nine consecutive years by Fortune magazine as a ‘Top 20 in Healthcare’ in the United States and for ten consecutive years by Modern Healthcare as a ‘Best Place to Work in Healthcare.’ We believe our award-winning culture is an important component to attracting and retaining talent as demand for our services continues to grow.
Our Strategy
Our strategy comprises several avenues for continued growth, including organic growth through existing operations, opening new locations, increasing our Payor Innovation contracts and shifting business to Medicare Advantage contracts that pay us improved rates, leveraging our expertise in care transitions, and, consistent with the terms of our creditChief Executive
facilities, pursuingOfficer of Morehouse School of Medicine for eight years until his retirement in July 2014. Prior to that, he was the President and Chief Executive Officer of Meharry Medical College for 12 years. His other executive leadership positions have included Chief Administrative Officer of the Morehouse School of Medicine, Chief Executive Officer of Southside Healthcare, Inc., and Deputy Commissioner Medical Services, Baltimore City Health Department. Dr. Maupin currently serves as the Chair of the Board of Directors for VALIC Company I, a mutual fund complex sponsored by Corebridge Financial, Inc. Dr. Maupin served as a Director of Encompass from 2004 until 2022. Additionally, in the past 10 years, he has served as a Director on the boards of LifePoint Health, Inc. and Regions Financial Corp. Dr. Maupin has a distinguished record as a health policy expert, having served on numerous national public health and scientific advisory boards and panels. He also has extensive experience working with the legislative and executive branches of federal and state government and agencies within the U.S. Department of Health and Human Services. Additionally, he has demonstrated his leadership and character through involvement in board roles in community and civic organizations as well as his 20 year career as a Dental Officer in the U.S. Army Reserves. Dr. Maupin brings to the board executive leadership and management skills through his extensive healthcare executive experience as well as his tenure on several boards.
Stuart M. McGuigan
Director Since: 3/30/2023
Board Committees: Nominating & Corporate Governance; Care, Compliance & Cybersecurity Committees
Age: 65
Mr. McGuigan currently serves as interim Global Chief Information Officer for Fresenius Medical Care, an integrated dialysis clinic and device company, a position he has held since March 2023. Prior to this position, he served as Chief Information Officer (“CIO”) of the U.S. Department of State (the “Department”) from 2019 to 2021. As CIO, he established technology strategic acquisitions. We are also exploring strategic alternativesdirection and provided oversight for our$2.4 billion of technology programs across the Department. Mr. McGuigan joined the Department from Johnson & Johnson, where he served as CIO from 2012 to 2019 and was responsible for Global Information Technology Strategy and Operations for an organization with 130,000 employees at over 170 overseas and domestic locations. Prior to Johnson & Johnson, Mr. McGuigan served as Senior Vice President and CIO of CVS Caremark, Senior Vice President and CIO of Liberty Mutual and Senior Vice President of Information Services for Medco Health Solutions. Mr. McGuigan has an established reputation for rapidly aligning technology innovation with global business as further discussed below.needs. He contributes over three decades of information technology and management experience to the Board and contributes to an understanding of every aspect of Information Technology, including information technology strategy, Artificial Intelligence, cloud computing, scalable data analytics and risks associated with cybersecurity matters.
Drive Organic Growth at Existing Operations
We hold a leading position in a number of markets that will allow us the opportunity to generate long-term, attractive organic growth. We believe there will continue to be strong demand for our services due to significant industry tailwinds, our high-quality clinical outcomes, and our cost-effective operating model. We seek internal growth in our existing markets by consistently increasing the number of referrals and referral sources we serve. To achieve this growth, we (1) educate healthcare providers about the scope and benefits of our services, (2) position our agencies to add value in their communities by avoiding unnecessary hospitalizations, (3) focus on high-quality care and related outcomes for our patients, (4) identify related products and services needed by our patients and their communities, and (5) provide a superior work environment for our employees as part of our focus to recruit and retain our clinical staff. As we continue to grow organically, our scale and density will increase, further reinforcing our ability to deliver cost‑effective care.
Execute on De Novo Strategy in New MarketsGregory S. Rush
We will continue to execute on our de novo strategy to complement our organic growth. Since 2015, we have opened 41 de novo locations across 20 states, 21 of which are home health locations and 20 of which are hospice locations. Because our existing footprint includes states that do not have certificate of need (“CON”) laws, there are significant opportunities for us to open de novo locations. See Item 2, “Director Since: Properties,” for a listing of certificate of need states in which we have operations. We believe there is a significant opportunity for our hospice segment to benefit meaningfully from de novo locations as we open new hospice sites in markets where we already have a home health presence. We believe our ability to leverage our existing home health infrastructure, referral sources, and brand enable us to launch new hospice locations efficiently.7/1/2022
Create Revenue Opportunities in Medicare Advantage Through Improved ContractsBoard Committees: Audit & Finance Committee (Chairperson)
SlightlyAge: 56
Mr. Rush has more than half30 years of Medicare beneficiaries, approximately 31.6 million people, chosefinancial experience and expertise within the clinical research organization (“CRO”), biopharmaceutical, technology, and professional services industries. He joined Parexel International Corporation, a Medicare Advantage plan over traditional Medicareglobal CRO, as Executive Vice President and Chief Financial Officer in 2018. Prior to Parexel, Mr. Rush served from 2013 to 2018 as Executive Vice President and Chief Financial Officer of December 2023, an 8.6% increase year over year. The percentageSyneos Health, Inc., a publicly traded biopharmaceutical services organization. Mr. Rush’s experience also includes developing innovative financial management strategies, strong capital structures, high levels of Medicare beneficiaries choosing Medicare Advantage is expected to grow to 62% by 2033 according to Congressional Budget Office estimates. While Medicare Advantage accounted for only 19.0% of our revenueoperational support and sound corporate governance. His extensive knowledge in 2023, we believe our Payor Innovation team’s successes in negotiating Medicare Advantage contracts with improved rates position us well to expand our business in this fast-growing segment of the market. We believe we can attract Medicare Advantage payorsfinancial operations, capital market transactions, financial reporting, and benefit administrators with our track record of providing high-quality outcomesacquisitions provides valuable insight on financial and lower hospital readmission rates, along with our successful participation in risk-based payment models. By executing our strategy to shift Medicare Advantage business to our Payor Innovation contracts, we believe our focus on this segment of the market can drive growth. Although Medicare Advantage billings and collections are more labor intensive than with traditional Medicare, and Medicare Advantage generally involves a discount for services relative to traditional Medicare, we believe growth with these payors is important given that more Medicare eligibles are choosing Medicare Advantage plans.
Leverage Care Transitions Expertise
Our track record of performance and quality enables us to develop strong relationships with health systems and facility-based providers. We believe we are an attractive provider for patients transitioning from a facility-based setting duemanagement strategies to the qualityBoard.
Barry P. Schochet
Director Since: 3/30/2023
Board Committees: Nominating & Corporate Governance; Care, Compliance & Cybersecurity Committees
Age: 73
Mr. Schochet serves as a Healthcare Operating Partner at CIC Partners, a position he has held since 2007. He is also a director of our outcomes, data management, scaleBroadJump LLC, a privately held healthcare supply chain analytics company. Mr. Schochet served as the President and market density,CEO of BPS Health Ventures, a healthcare consulting and proven ability to safely transition high acuity and/or chronically ill patients to the home. Our deep understanding of care transitionsinvestment firm and ability to achieve industry-leading low hospital readmission rates make us the provider of choiceas Vice Chairman (after holding numerous senior executive positions) at Tenet Healthcare. Additionally, Mr. Schochet served as a director for many facility-based referral sources. These relationships are integral to realizing positive outcomes from transitions of care.
Strategic Acquisitions
Historically, our growth strategy partially relied on acquisitions,several healthcare companies, including Omnicare and although our existing credit facility currently restricts acquisitions, they remain part of our long-term growth strategy. We have focused on acquisition opportunities where we believe we can accelerate top-line growth while also expanding profit margins. We have a proven history spanning over 20 years of consummating and fully integrating acquisitions culturally, technologically, and operationally. See Note 2, Business CombinationsUniversal Hospital Services (now Agiliti, Inc.), to the accompanying consolidated financial statements for additional information about our acquisition related activities in 2023, 2022, and 2021.both publicly traded
Strategic Alternatives Reviewcompanies. Mr. Schochet contributes more than 40 years of strategic business and healthcare compliance expertise and provides extensive financial and leadership experience to the Board.
On August 23, 2023, we announcedL. Edward Shaw, Jr.
Director Since: 7/1/2022
Board Committees: Compensation & Human Capital; Nominating & Corporate Governance (Chairperson)
Committees
Age: 79
Mr. Shaw practiced law at Milbank LLP for 14 years, retiring as a formal processpartner in 1983. He also served as General Counsel of The Chase Manhattan Bank from 1983 to explore strategic alternatives for our business. Our board of directors is considering1996 and Aetna, Inc. from 1999 to 2003. In addition to his legal role, his responsibilities at both institutions included a wide range of options, including, among other things,strategic planning, risk management, compliance and public policy issues. From 1996 to 1999, he served as Chief Corporate Officer of the Americas for National Westminster Bank PLC. In 2004, Mr. Shaw was appointed Independent Counsel to the Board of Directors of the New York Stock Exchange dealing with regulatory matters. From March 2006 to July 2010, he served on a potential sale, merger or otherpart-time basis as a Senior Managing Director of Richard C. Breeden & Co., and Affiliated Companies engaged in investment management, strategic transaction. Until July 1, 2024, certain potential transactions involving the Company remain subject to additional conditionsconsulting, and governance matters. Mr. Shaw served as a Director of Encompass from 2005 until 2022. Additionally, in the tax matters agreement (the “Tax Matters Agreement”) between uspast five years, Mr. Shaw has served as a Director of MSA Safety Inc. (NYSE: MSA). He currently serves as a Director and Encompass, including securing a tax opinion that the transaction would not jeopardize the tax-free treatmentFormer Chairman of the Distribution and certain related transactions, satisfactory to Encompass in its sole and absolute discretion. No timetable has been established for the completion of the strategic review.
Our Services
Home Health
Our home health business is the nation’s fourth-largest provider of Medicare-certified skilled home health services, measured by 2022 Medicare revenues. Our home health business had 207,448 patient admissions for the year ended December 31, 2023. As of December 31, 2023, we operated 255 home health agencies in 34 states.
Our home health services are prescribed by a physician, typically following an episode of acute illness or surgical intervention, an exacerbation or worsening of a chronic disorder, or a patient’s discharge from a hospital, skilled nursing facility, rehabilitation hospital or other institutional setting. In 2023, approximately 38% of our home health patient admissions were from physician offices or other community referral sources, and approximately 62% were from facility‑based sources, including acute care hospitals, long-term care facilities, skilled nursing facilities, or rehabilitation hospitals.
Our home health services are provided by nurses, physical, occupational and speech therapists, medical social workers, and home health aides. Specifically, our registered and licensed practical and vocational nurses provide a variety of medically necessary services to homebound patients who are suffering from acute or chronic illness, recovering from injury or surgery, or who otherwise require care or monitoring. These services include patient education, pain management, wound care and dressing changes, cardiac rehabilitation, infusion therapy, pharmaceutical administration, and skilled observation and assessment. We also have designed best practices to treat chronic diseases and conditions, including diabetes, hypertension, arthritis, Alzheimer’s disease, low vision, spinal stenosis, Parkinson’s disease, osteoporosis, complex wound care, and chronic pain, along with disease-specific plans for patients with diabetes, congestive heart failure, post-orthopedic surgery or injury, and respiratory diseases. Through our medical social workers, we counsel patients and their families with regard to financial, personal, and social concerns that arise from a patient’s health-related problems.
Our physical, occupational, and speech therapists provide therapy services to patients in their homes. Our therapists coordinate multi-disciplinary treatment plans with physicians, nurses, and social workers to restore patients’ basic mobility skills, such as getting out of bed, walking safely (with assistive devices if needed), and restoring range of motion to specific joints. Our therapists also assist patients and their families with improving and maintaining functional activities of daily living such as dressing, cooking, cleaning, and managing other activities safely in the home environment. Our speech and language therapists provide corrective and rehabilitative treatment to patients who suffer from physical or cognitive deficits or disorders that create difficulty with verbal communication or swallowing.
Hospice
Our hospice operations represent one ofCovenant House, the nation’s largest providersprivately funded provider of Medicare-certified hospice services, measured by 2022 Medicare revenues. Forcrisis care to children. Mr. Shaw has a wide ranging legal and business background, including senior leadership roles, in the year ended December 31, 2023, our hospice services had an average daily censuscontext of 3,441 hospice patients. As of December 31, 2023, we operated 110 hospice agencieslarge public companies as described above with particular experience in 24 states.corporate governance, risk management and compliance matters. He also has significant experience relating to the healthcare industry.
Individuals with a terminal illness may be eligible for hospice care if they have a life expectancy of six months or less. Our Medicare-certified hospice operations provide a full range of hospice services, including painBarbara A. Jacobsmeyer, President and symptom management, palliative and dietary counseling, social worker visits, spiritual counseling, and family member bereavement counseling for up to 13 months after a patient’s death, all of which are designed to meetCEO
Director Since: 7/1/2022
Age: 58
Ms. Jacobsmeyer’s biography is included in the individual physical, emotional, spiritual, and psychosocial needs of terminally ill patients and their families.“Executive Officer” section above.
OperationsCorporate Governance
Each of our home health
Corporate Governance Guidelines
Our Board has developed corporate governance policies and hospice agencies is staffed with administrative professionalspractices in order to help fulfill its responsibilities to stockholders and clinical staff who are experienced in providingprovide a wide range of patient care services. Each of our home healthflexible framework for it to review, evaluate, and hospice agencies is licensed and certified byoversee the federal government as well as the appropriate state governments. Our operations consist of three core areas—field- and branch-level operations,Company’s business development team operations and corporate support operations. We believe separating thesemanagement. Our Corporate Governance Guidelines provide, among other things, that each member of the Board will:
•dedicate sufficient time, energy, and attention to ensure the diligent performance of his or her duties;
•comply with the duties and responsibilities among these categories allowsset forth in the guidelines and in our clinicalBylaws;
•comply with all duties of care, loyalty, and administrative professionalsconfidentiality applicable to focusdirectors of publicly traded Delaware corporations; and
•adhere to our Standards of Business Ethics and Conduct, including the policies on patient care, while enabling our business development team to focus on referral development.conflicts of interest.
Our branches are managed locally by branch directors who oversee branch clinicalNominating & Corporate Governance Committee oversees and office teams. Branch directors reportperiodically reviews the Guidelines, and recommends any proposed changes to an administrator who oversees one or more branches. Our field-level operations use branch operating metrics provided by our technology platforms to monitor performance and quality, including volumes, clinician productivity and efficiency, and cost per visit and per patient day.the Board for approval.
Our corporate support operations provide centralized services in support
Code of the field, branch, and business development team operations, including information technology, human resources, recruiting, finance, and regulatory and legal support services, among others. Our corporate support operations include a central clinical auditing group that performs audits on medical records, care plans, and core patient documentation to ensure proper, complete care plans are optimized toward achieving the highest quality outcomes. This corporate support operations team also develops, monitors, and deploys operating policies, allowing for consistency of operations measurement and ease of deploying productivity metrics.Ethics
Business Development
We have teams allocatedadopted the Standards of Business Ethics and Conduct, our “code of ethics,” that applies to all aspectsemployees, directors and officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The code of the referral and patient onboarding process. We believe this high touch approach enables our business development teams to develop deep rooted relationships and build density in the markets they serve, ultimately increasing patient referrals to our home health and hospice agencies.
Our business development team has access toethics covers a variety of technology platforms that provide real-time market intelligencematters, such as acting with integrity, compliance with laws, avoiding conflicts of interest and analysis. These tools allow team memberspatient privacy. We disclose any amendments to, quickly identifyor waivers from, the code of ethics for executive officers and prioritize referral sources and share with potential referral sources clinical outcome performance indicators that highlightdirectors on our clinical expertise.
These technology platforms provide team members with a clear picturewebsite (https://investors.ehab.com) promptly following the date of where each referral source is sending its patients and show us how we comparethe amendment or waiver. Upon written request to our competitors in termscorporate secretary, we will also provide a copy of quality outcomes. Our web-based portal allows referring physicians to easily monitor the care and progresscode of their patients and to sign orders electronically, building loyalty with our referral sources.ethics free of charge.
Sources of Revenue
Corporate Website
We receive payment for patient care services frommaintain a “Governance” section on our website at https://investors.ehab.com where you can find copies of our principal governance documents, including:
•Certificate of Incorporation and Amended and Restated Bylaws;
•Charters of each standing committee of the federal government (primarily under the Medicare program), managed care plansBoard;
•Corporate Governance Guidelines;
•Standards of Business Ethics and private insurers,Conduct;
•Incentive Compensation Recoupment Policy; and to a considerably lesser degree, state governments (under their respective Medicaid or similar programs), as well as directly from patients. Revenues and receivables from Medicare are significant to our operations. The federal and state governments establish payment rates as described in more detail below. We negotiate payment rates with non-governmental group purchasers of healthcare services that are included in “Managed care” in the table below, including private insurance companies, employers, health maintenance organizations (“HMOs”), preferred provider organizations (“PPOs”), and other managed care plans. Patients are generally not responsible for the difference between established gross charges and amounts reimbursed for such services under Medicare, Medicaid, and other private insurance plans, HMOs, or PPOs, but patients are responsible to the extent of any exclusions, deductibles, co-payments, or coinsurance features of their coverage. Medicare, through its Medicare Advantage program, offers Medicare-eligible individuals an opportunity to participate in managed care plans. For the year ended December 31, 2023, revenues from Medicare and Medicare Advantage represented 90.5% of total
•Net service revenueInsider Trading Policy.
.
Board Structure and Committees
Board Structure and Meetings
Our business, property, and affairs are managed under the direction of our Board. Our Corporate Governance Guidelines provide for an independent director to serve as the non-executive chairman of the Board who sets the agenda for, and presides over, Board meetings, coordinates the work of the committees of our Board, oversees the distribution of materials to members of the Board and performs other duties delegated to the chairman by the Board. The non-executive chairman also presides over independent sessions generally held at each Board meeting. The Board adopted this structure to promote decision-making and governance independent of that of our management and to better perform the Board’s monitoring and evaluation functions. Members of the Board are kept informed of our business through discussions with our chief executive officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.
During 2023, the Board had the five standing committees set out in the table below. In February 2024, the Board combined the Audit Committee and Finance Committee and changed the name of the “Compliance/Quality of Care Committee” to the “Care, Compliance & Cybersecurity Committee.” Each Board committee is led by a different independent director, and all members of our Board committees are independent directors. Each committee is governed by a charter and reports its actions and recommendations to the full Board. Each committee has the authority to retain, at the expense of the Company, outside advisors, including consultants and legal and accounting advisors. The following table
identifiesshows the
sourcesmembership of each Board committee during 2023. As of April 2024, membership of the Audit Committee (now the Audit & Finance Committee), Compensation & Human Capital Committee, Care, Compliance & Cybersecurity Committee, and
relative mix of our revenues for the periods stated for our consolidated business: | | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
Medicare(1) | | 71.5 | % | | 78.4 | % | | 81.9 | % |
| Medicare Advantage | | 19.0 | % | | 14.2 | % | | 10.6 | % |
| Managed care | | 8.2 | % | | 6.1 | % | | 5.9 | % |
| Medicaid | | 1.2 | % | | 1.2 | % | | 1.4 | % |
| Other | | 0.1 | % | | 0.1 | % | | 0.2 | % |
| Total | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director | | Audit | | Compensation & Human Capital | | Care, Compliance & Cybersecurity | | Finance | | Nominating &
Corporate
Governance |
| Jeffrey W. Bolton | | X | | | | X | | | | |
| Tina L. Brown-Stevenson | | | | | | X | | | | X |
| Yvonne M. Curl | | | | Chair | | | | | | X |
| Charles M. Elson | | | | | | | | Chair | | X |
| Leo I. Higdon, Jr. | | X | | | | | | X | | |
| Erin P. Hoeflinger | | | | X | | X | | | | |
| John E. Maupin, Jr. | | X | | | | Chair | | | | |
| Susan A. La Monica | | | | X | | | | X | | |
| Stuart M. McGuigan | | | | | | X | | | | X |
| Gregory S. Rush | | Chair | | | | | | X | | |
| Barry P. Schochet | | | | | | X | | | | X |
| L. Edward Shaw, Jr. | | | | X | | | | | | Chair |
(1) The declineBoard and each committee met the following number of times in Medicare revenue as a percentageduring 2023. All directors attended more than 80% of our home health Net service revenue Board meetings and corresponding increase in Medicare Advantage revenue is primarily the result100% of continued national enrollment increases in Medicare Advantage plans by Medicare beneficiaries.all committees meetings.
Medicare Reimbursement
Medicare is a federal program that provides hospital and medical insurance benefits to persons aged 65 and over, qualified disabled persons, and persons with end-stage renal disease. Medicare, through statutes and regulations, establishes reimbursement methodologies and rates for various types of healthcare providers, facilities, and services. Each year, the Medicare Payment Advisory Commission (“MedPAC”), an independent agency that advises Congress on issues affecting Medicare, makes policy recommendations to Congress for a variety of Medicare payment systems, including, among others, the Home Health Prospective Payment System (“HH-PPS”) and the Hospice Payment System (“Hospice-PS”). Congress is not obligated to adopt MedPAC recommendations, and, in previous years, Congress has frequently chosen not to adopt MedPAC recommendations. However, MedPAC recommendations have, and could in the future, become the basis for subsequent legislative or, as discussed below, regulatory action.
The Medicare statutes are subject to change from time to time. For example, in March 2010, President Obama signed the Patient Protection and Affordable Care Act (“2010 Healthcare Reform Laws”). With respect to Medicare reimbursement, the 2010 Healthcare Reform Laws provided for specific reductions to healthcare providers’ annual market basket updates and other payment policy changes. In August 2011, President Obama signed into law the Budget Control Act of 2011 providing for an automatic 2% reduction, or “sequestration,” of Medicare program payments for all healthcare providers. Sequestration took effect April 1, 2013 and, as a result of subsequent legislation, will continue through fiscal year 2030 unless Congress and the President take further action. In response to the public health emergency associated with the pandemic, Congress and the President suspended sequestration through April 1, 2022, as discussed further below.
On February 9, 2018, President Trump signed into law the Bipartisan Budget Act of 2018 (the “2018 Budget Act”), which included several provisions affecting Medicare reimbursement. Among those changes, the 2018 Budget Act mandated the adoption of a new Medicare payment model for home health providers which went into effect January 1, 2020.
In March 2021, President Biden signed the American Rescue Plan Act. The Congressional Budget Office estimated the American Rescue Plan Act would result in budget deficits that will require a 4% reduction in Medicare program payments for 2022 under the Statutory Pay-As-You-Go Act (“Statutory PAYGO”) of 2010 unless Congress and the President take action to waive the Statutory PAYGO reductions. The Protecting Medicare and American Farmers from Sequester Cuts Act suspends until 2025 the Statutory PAYGO reductions that would have gone into effect under the American Rescue Plan Act.
In the future, concerns about the federal deficit and national debt levels could result in enactment of further federal spending reductions, further entitlement reform legislation affecting the Medicare program, or both. The future of the aforementioned regulations as well as the nature and substance of any other healthcare legislation remain uncertain.
From time to time, Medicare regulations, including reimbursement methodologies and rates, can be further modified by CMS. CMS, subject to its statutory authority, may make some prospective payment system changes, including in response to MedPAC recommendations. For example, CMS instituted a rebasing adjustment in the HH-PPS consistent with a MedPAC recommendation. In some instances, CMS’s modifications can have a substantial impact on healthcare providers. In accordance with Medicare laws and statutes, CMS makes annual adjustments to Medicare payment rates in prospective payment systems, including the HH-PPS and Hospice-PS, by what is commonly known as a “market basket | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Board | | Audit | | Compensation & Human Capital | | Care, Compliance & Cybersecurity | | Finance | | Nominating &
Corporate
Governance |
| Meetings | 19 | | 9 | | 6 | | 5 | | 5 | | 4 |
update.” CMS may take other
Audit Committee
The Audit Committee’s purpose, per the terms of its charter, is to assist the Board in fulfilling its responsibilities to the Company and its stockholders, particularly with respect to the oversight of the accounting, auditing, financial reporting, and internal control and compliance practices of the Company. The specific responsibilities of the Audit Committee are, among others, to:
•assist the Board in the oversight of the integrity of our financial statements and compliance with legal and regulatory action affecting rates as well. For example, home healthrequirements, the qualifications and hospice agencies are required to submit quality data to CMS each year,independence of our independent auditor, and the failure to do so in accordance with the rules will result in a 2%performance of our internal audit function and 4% reduction, respectively, in their market basket annual payment update. For 2024, we expect to have two home health and no hospice providers that will receive a 2% and 4% reduction, respectively, in payments related to quality data submission.
We cannot predict the adjustments to Medicare payment rates Congress or CMS may make in the future. Congress, MedPAC, and CMS will continue to address reimbursement rates for a variety of healthcare settings. Any additional downward adjustment to rates or limitations on reimbursement for the types of agencies we operate and services we provide could have a material adverse effect on our business, financial position, results of operations, and cash flows. For additional discussion of the risks associated with our concentration of revenues from the federal government or potential changes to the statutes or regulations governing Medicare reimbursement, see Item 1A, “Risk Factors—Risks Related to Our Business—Reimbursement Risks.”independent auditor;
Our operations are also affected•appoint, compensate, replace, retain, and oversee the work of our independent auditor;
•at least annually, review a report by other rulesour independent auditor regarding its internal quality control procedures, material issues raised by certain reviews, inquiries or investigations relating to independent audits within the last five years, and regulations that indirectly affect reimbursement forrelationships between the independent auditor and the Company;
•review and evaluate our services, such as data coding rulesquarterly and patient coverage rulesannual financial statements with management and determinations. For example, Medicare providers like us can be negatively affected byour independent auditor, including management’s assessment of and the adoptionindependent auditor’s opinion regarding the effectiveness of coverage policies, either at the national or local level, that determine whether an item or service is covered and under what clinical circumstances it is considered to be reasonable and necessary. For additional discussion of the risks associatedour internal control over financial reporting;
•discuss with potential changes in regulations, see Item 1A, “Risk Factors—Risks Related to Our Business—Other Regulatory Risks.”
The Medicare home health benefit is available to patients who need care following discharge from a hospital,management earnings press releases as well as patientsfinancial information and earnings guidance provided to analysts and rating agencies;
•discuss policies with respect to risk assessment and risk management; and
•appoint and oversee the activities of our Vice President of Internal Audit, who suffer from chronic conditionshas the responsibility to identify violations of Company policy and law relating to accounting or public financial reporting.
The Board has also determined that require skilled intermittent care. Whileeach Audit Committee member is “financially literate” as defined by the services received need not be rehabilitativeNew York Stock Exchange (“NYSE”) and has accounting or of a finite duration, patients who require full-time skilled nursing forrelated financial management expertise, and that Mr. Rush is an extended period of time generally do not qualify for Medicare home health benefits. In order for a Medicare beneficiaryaudit committee “financial expert” as defined by the SEC.
Compensation & Human Capital Committee
The Compensation & Human Capital Committee’s purpose and objectives are to qualify forattract and retain high-quality personnel to better ensure the Medicare hospice benefit, two physicians must certify that, in their clinical judgment, the beneficiary has less than six months to live, assuming the beneficiary’s disease runs its normal course. In addition, the Medicare beneficiary must affirmatively elect hospice care and waive any rights to other Medicare curative benefits related to his or her terminal illness.
Medicare contractors processing claims for CMS make coverage determinations regarding medical necessity that can represent restrictive interpretationslong-term success of the CMS coverage rules. Those interpretations are not made through a notice and comment review process. We cannot predict how future CMS coverage rule interpretations or any new local coverage determinations will affect us.
As a matter of course, we undertake significant efforts through training, education, and documentation to ensure compliance with coding and medical necessity coverage rules. Despite our belief that our coding and assessment of patients are accurate, audits may lead to assertions that we have been underpaid or overpaid by Medicare or that we have submitted improper claims in some instances. Audits may also require us to incur additional costs to respond to requests for records and defend the validity of payments and claims, and ultimately require us to refund any amounts determined to have been overpaid. We cannot predict when or how these audit programs will affect us. Any denial of a claim for payment, either as a result of an audit or ordinary course payment review by the Medicare Administrative Contractor (“MAC”), is subject to an appeals process that is currently taking numerous years to complete. For additional discussion of these auditsCompany and the risks associated with them, see Item 1A, “Risk Factors—Risks Relatedcreation of long-term shareholder value. Accordingly, this committee oversees our compensation and employee benefit objectives, plans and policies and approves, or recommends to Our Business—Reimbursement Risks.”
A basic summarythe independent members of current Medicare reimbursement inthe Board for approval, the individual compensation of our business segments follows:
Home Health
Medicare pays home health benefits for patients discharged from a hospital or patients otherwise suffering from chronic conditions that require ongoing but intermittent skilled care. As a condition of participation under Medicare, patients must be homebound (meaning unable to leave their home without a considerableexecutive officers. This committee also reviews our human capital strategy and taxing effort), require intermittent skilled nursing, physical therapy or speech therapy services, or have a continuing need for occupational therapy,management activities, such as employee and receive treatment under a plan of care establishedmanagement recruiting, retention and periodically reviewed by a physician. A physician must document that he or she or a qualifying nurse practitioner has had a face-to-face encounter with the patient and then certify to CMS that a patient meets the eligibility requirements for the home health benefit. The CARES Act expands the use of telehealth and allows nurse practitioners and physician assistants under certain conditions to certify, establish and periodically review the plan of care,development initiatives as well as supervisediversity, equity and inclusion initiatives.
The specific responsibilities of this committee are, among others, to:
•review and approve our compensation programs and policies, including our benefit plans, incentive compensation plans and equity-based plans and administer those plans as may be required;
•review and approve (or recommend to the provisionBoard in the case of itemsthe chief executive officer) goals and servicesobjectives relevant to the compensation of the executive officers and evaluate their performances in light of those goals and objectives;
•determine and approve (together with the other independent directors in the case of the chief executive officer) the compensation levels for beneficiaries. For regulatory relief during the pandemic, CMS adopted a seriesexecutive officers;
•review and discuss with management the Compensation Discussion and Analysis and recommend inclusion thereof in our annual report or proxy statement;
•review and approve (or recommend to the Board in the case of waivers, including expanding the definition of “homebound”chief executive officer) employment arrangements, severance arrangements and termination arrangements and change in control arrangements to include patients needing skilled services who are homebound due solely to their COVID-19 diagnosis or patients susceptible to contract COVID-19 and limiting and delaying certain quality reporting requirements.be made with any executive officer;
As of January 1, 2020, Medicare began reimbursing home health providers under PDGM. PDGM replaced a 60-day episode of payment methodology with a 30-day payment period and relies more heavily on clinical characteristics and other patient information (such as principal diagnosis, functional level, referral source, and timing), rather than the therapy service-use thresholds under the prior system, to determine payments. Under PDGM, the initial certification remains valid for 60 days. If a patient remains eligible for care after the initial period as certified by a physician, a new treatment period may begin.
There are currently no limits to the number of home health treatment periods a Medicare patient may receive assuming there is eligibility for each successive period. PDGM also reduced the early payment opportunity available through requests for anticipated payment (“RAP”) in 2020. Beginning in 2021, providers no longer have the opportunity to receive early payment through the RAP process. However, providers are required to submit certain RAP documentation components within five days of the start of each payment period and are subject to reimbursement penalties if not timely filed. Beginning in 2022, home health providers are required to submit a Notice of Admission (“NOA”) within five days of the start of the initial treatment period. CMS will reduce reimbursement for agencies that fail to submit an NOA timely.
Home health Medicare payments are adjusted based on each patient’s condition and clinical treatment (“case-mix adjustment”). In addition to the case-mix adjustment, payments for periods of care may be adjusted for other reasons, including unusually large costs, low utilization patients, and geographic differences in wages. Payments are also made for non-routine medical supplies that are used in treatment.
On October 29, 2020, CMS released its notice of final rulemaking for calendar year 2021 for home health agencies under HH-PPS (the “2021 HH Rule”). The 2021 HH Rule implemented a net 2.0% market basket increase (market basket update of 2.3% reduced by a productivity adjustment of 0.3%) and made changes to the underlying wage index system. Making permanent the previously temporary COVID-19-related relief, the 2021 HH Rule authorized the use of telecommunications technologies in providing care to beneficiaries under the Medicare home health benefit as long as the telecommunications technology met certain criteria and did not replace in-person visits.
On November 2, 2021, CMS released its notice of final rulemaking for calendar year 2022 for home health agencies under the home health prospective payment system (the “2022 HH Rule”). The 2022 HH Rule implemented a net 2.6% market basket increase (market basket update of 3.1% reduced by a productivity adjustment of 0.5%), updated the case-mix weights and fixed dollar loss ratio for outlier payments, and included a low utilization payment adjustment (“LUPA”) add-on factor for the first skilled occupational therapy visit in LUPA periods. The 2022 HH Rule also expanded the Home Health Value-Based Purchasing (“HHVBP”) Model, beginning January 1, 2022, to all Medicare-certified home health agencies in the 50 states and territories, and the District of Columbia (with a maximum payment adjustment, upward or downward of 5%). This rulemaking also ended the original HHVBP Model one year early for the home health agencies in the nine original model states. In addition, sequestration resumed as of April 1, 2022, but was only a 1% payment reduction through June 30, 2022. On July 1, 2022, the full 2% Medicare payment reduction resumed. This largely offset 2022 HH Rule payment increases.
On October 31, 2022, CMS released its notice of final rulemaking for calendar year 2023 for home health agencies under the 2023 HH Rule. The 2023 HH Rule implemented a net 4.0% market basket increase (market basket update of 4.1% reduced by 0.1% for a productivity adjustment) and a 5% cap on wage index decreases, updated the case-mix weights and fixed-dollar loss ratio for outlier payments, and updated the LUPA thresholds. The 2023 HH Rule also implemented a permanent negative behavioral adjustment of 7.85% to the calendar year 2023 base payment rate, which was phased in at 3.925% for 2023.
On November 1, 2023, CMS issued the 2024 Home Health Prospective Payment System Rate Update final rule (the “2024 Home Health Final Rule”). The rule reflects an estimated overall increase in Medicare home health reimbursement rates of 0.8% relative to 2023 levels. This payment update is the collective impact of a 3.3% market basket positive adjustment and a 0.4% fixed‑dollar loss ratio positive adjustment, offset by a 0.3% productivity negative adjustment and a 2.6% permanent behavioral negative adjustment. CMS implemented one half of the permanent behavioral adjustment it estimated was called for and did not implement any of the temporary adjustments now estimated to be approximately $3.5 billion as of the end of calendar year 2022. Based on our analysis, which utilizes, among other things, our patient mix over the period from January 1, 2023 through December 31, 2023, our specific geographic coverage area, and other factors, we estimate the 2024 Home Health Final Rule will result in a net increase to our Medicare payment rates of approximately 1.2% effective for services provided beginning January 1, 2024.
Hospice
Medicare pays hospice benefits for patients with life expectancies of six months or less, as documented by the patient’s physician. Under Medicare rules, patients seeking hospice benefits must agree to forgo curative treatment for their terminal medical conditions. Medicare hospice reimbursements are subject to a number of conditions of participation, including the use of volunteers and onsite visits to evaluate aides. Volunteers provide day-to-day administrative and direct patient care services in an amount that, at a minimum, equals 5.0% of the total patient care hours of all paid hospice employees and contract staff. A registered nurse conducts an onsite visit every two weeks to evaluate if aides are providing care consistent with the care plan. The Consolidated Appropriations Act, 2021 (the “2021 Budget Act”) created a new Medicare survey program for hospice agencies that requires a surveyreview at least once every three years. Hospices that are foundannually our management succession plan as it relates to be out of compliance could be subjected to new civil monetary penalties that accrue according to days out of compliance,compensation and benefits;
•oversee long-term succession plans for senior management;
•review at least annually material compensation and human capital related risk exposures as well as other forms of corrective action.management’s efforts to monitor and mitigate those exposures; and
For each day a patient elects hospice benefits, Medicare pays an adjusted daily rate based on patient location,•review and payments represent a prospective per diem amount tied to one of four different categories or levels of care: routine home care, continuous home care, inpatient respite care, and general inpatient care. Medicare hospice reimbursements to each provider are also subject to two annual caps, one limiting total hospice payments based on the average annual payment per beneficiary and another limiting payment based on the number of days of inpatient care billed by the hospice provider. There are currently no limitsrecommend to the number of hospice benefit periods an eligible Medicare patient may receive, and a patient may revokeBoard the benefit at any time.
The cap limiting total Medicare hospice reimbursement is calculated atcompensation for the endnon-employee members of the hospice cap period, based on the twelve-month period beginning on October 1st of each year, which determines the maximum allowable payments per provider. The “80-20 rule” caps inpatient care reimbursement. Under that rule, if the number of inpatient care days of hospice care furnished by us to Medicare hospice beneficiaries under a unique provider number exceeds 20% of the total days of hospice care furnished by us to all Medicare hospice beneficiaries for both inpatient and in home care, Medicare payments to us for inpatient care days exceeding the inpatient cap will be reduced to the routine home care rate, with excess amounts due back to Medicare.Board.
On July 31, 2020, CMS released its notice of final rulemaking for fiscal year 2021 for hospice agencies under the Hospice-PS (the “2021 Hospice Rule”). The 2021 Hospice Rule implemented a net 2.4% market basket increase from October 1, 2020 through September 30, 2021.
On July 29, 2021, CMS released its final rulemaking for fiscal year 2022 for hospices under the Hospice-PS (the “2022 Hospice Rule”). Under the 2022 Hospice Rule, hospices received an aggregate payment increase of 2.0%, resulting from a market basket update of 2.7% reduced by a productivity adjustment of 0.7%. CMS increased the aggregate hospice cap amount to $31,297.61 for fiscal year 2022. The 2022 Hospice Rule also rebased and revised the labor component of all four levels of hospice care (routine home care, continuous home care, inpatient respite care, and general inpatient care) based on Medicare freestanding hospice cost reporting data from 2018. Sequestration resumed as of April 1, 2022 but was only a 1% payment reduction through June 30, 2022. On July 1, 2022, the full 2% Medicare payment reduction resumed. This largely offset 2022 Hospice Rule payment increases.
On July 27, 2022, CMS released its notice of final rulemaking for calendar year 2023 for hospice agencies under the hospice prospective payment system (the “2023 Hospice Rule”). In addition to other changes, the 2023 Hospice Rule implemented a net 3.8% market basket increase (market basket update of 4.1% reduced by 0.3% for a productivity adjustment). The 2023 Hospice Rule also implemented a permanent, budget neutral approach to smooth year to year changes in the hospice wage index.
On July 28, 2023, CMS issued its final rule for hospice payments for fiscal year 2024 (the “2024 Hospice Final Rule”). Effective October 1, 2023, CMS implemented a 3.1% net increase to reimbursement rates as compared to 2023 reimbursement rates. This update represents a 3.3% update to the market basket, reduced by a 0.2% productivity adjustment. Based on our analysis, which utilizes, among other things, our patient mix annualized over the twelve-month period ended December 31, 2023, our specific geographic coverage area, and other factors, we estimate the 2024 Hospice Final Rule will result in a net increase to our Medicare payment rates of approximately 2.9% effective for services provided beginning October 1, 2023.
Managed Care, and Other Discount Plans
We negotiate payment rates with certain large group purchasers of healthcare services, including Medicare Advantage, managed care plans, private insurance companies, and third-party benefit administrators. Managed care
contracts typically have terms between one and three years, although we have a number of managed care contracts that automatically renew each year (with pre-defined rates) unless a party elects to terminate the contract. In 2023, typical rate increases for our renewed home health and hospice contracts ranged from 3-5%. We cannot provide any assurance we will continue to receive increases in the future. Our Payor Innovation team focuses on establishing and renegotiating contracts that provide equitable reimbursement for the services provided.
Medicaid Reimbursement
Medicaid is a jointly administered and funded federal and state program that provides hospital and medical benefits to qualifying individuals who are deemed unable to afford healthcare. As the Medicaid program is administered by the individual states under the oversight of CMS, there are substantial differences in reimbursement methodologies and coverage policies from state to state. Many states have experienced shortfalls in their Medicaid budgets and are implementing significant cuts in Medicaid reimbursement rates. Additionally, certain states control Medicaid expenditures through restricting or eliminating coverage of some services. Continuing downward pressure on Medicaid payment rates could cause a decline in that portion of our Net service revenue. In certain states in which we operate, we are experiencing an increase in Medicaid patients, partially as a result of expanded coverage consistent with the intent of the 2010 Healthcare Reform Laws. However, for the year ended December 31, 2023 Medicaid payments represented only 1.2% of our consolidated Net service revenue.
Cost Reports
Because of our participation in Medicare and Medicaid, we are required to meet certain financial reporting requirements. Federal and, where applicable, state regulations require the submission of annual cost reports covering the revenue, costs, and expenses associated with the services provided by home health and hospice providers to Medicare beneficiaries and Medicaid recipients. These annual cost reports are subject to routine audits that may result in adjustments to the amounts ultimately determined to be due to us under these reimbursement programs. These audits are used for determining if any under- or over-payments were made to these programs and to set payment levels for future years.
Our Competition
We are the fourth-largest provider of Medicare-certified skilled home health services and a leading provider of hospice services in the United States, measured by 2022 Medicare revenues. Our primary competition varies from market to market. Providers of home health and hospice services include both for-profit and not-for-profit organizations. Payors have acquired or plan to acquire the three largest providers of home health services in the United States. Each of those providers also has or had a large hospice organization. If the latest announced transaction is completed, we will be the largest remaining publicly traded standalone home health organization in the country.Compliance & Cybersecurity Committee
The primary competitive factors in any given market include the quality and cost of care and service provided, the treatment outcomes achieved, the relationship and reputation with managed care and other private payors and the acute care hospitals, physicians, and other referral sources in the market, and the regulatory barriers to entry in certificate of need states. Home health providers with scale, which include the other public companies, may have competitive advantages, including professional management, efficient operations, sophisticated information systems, brand recognition, and large referral bases.
Regulation
The healthcare industry is subject to significant federal, state, and local regulations that affect our business by controlling our reimbursement rates, requiring operational licenses or certification, regulating our relationships with physicians and other referral sources, regulating our properties, and controlling our growth. State and local healthcare regulation may cover additional matters such as nurse staffing ratios, healthcare worker safety, marijuana legalization, and medical aid in dying. These laws and regulations are extremely complex, and, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. Regulations and policies frequently change, and we monitor these changes through trade and governmental publications and associations.
We have developed a compliance program to help ensure we meet regulatory and legal requirements applicable to our business. Our compliance program is overseen primarily by the Care, Compliance and& Cybersecurity Committee, whoseCommittee’s function is to assist our board of directorsBoard in fulfilling its fiduciary responsibilities relating to our regulatory compliance. Our Chief Compliance Officer provides quarterly reportscompliance and cyber risk management activities and to ensure we deliver quality care to our patients. The committee is primarily responsible for overseeing, monitoring, and evaluating our compliance with regulatory obligations other than tax and securities law-related obligations and reviewing the quality of services provided to patients. The specific responsibilities of the Care, Compliance and& Cybersecurity Committee are, among others, to:
•ensure the establishment and maintenance of a regulatory compliance program and the development of a comprehensive quality of care program designed to measure and improve the quality of care and safety furnished to patients;
•appoint and oversee the activities of a chief compliance officer and compliance office with responsibility for developing and implementing our regulatory compliance program;
•oversee the cyber risk management program designed to monitor, mitigate and respond to cyber risks, threats, and incidents, and review periodic reports from the chief information officer, including developments in cyber threat environment and cyber risk mitigation efforts; and
•review periodic reports from the chief compliance officer, including an annual regulatory compliance report summarizing compliance-related activities undertaken by us during the year, and the results of all regulatory compliance audits conducted during the year.
Nominating & Corporate Governance Committee
The purposes and objectives of the Nominating & Corporate Governance Committee are to assist our Board in fulfilling its governance duties and responsibilities to our stockholders. Specific responsibilities include, among others, to:
•oversee the emergency succession plans for the chief executive officer;
•recommend nominees for Board membership to be submitted for stockholder vote at each annual meeting, and to recommend to the Board candidates to fill vacancies on compliance effortsthe Board and related matters. Atnewly-created positions on the management level we have establishedBoard;
•review and make recommendations on the size and composition of the Board and assist the Board in determining the appropriate characteristics, skills and experience for the individual directors and the Board as a whole and create a process to allow the committee to identify and evaluate individuals qualified to become Board members;
•evaluate annually and make recommendations to the Board regarding the composition of each standing committee of the Board, the policy with respect to rotation of committee memberships and chairs, and the functioning of the committees;
•review the suitability for each Board member’s continued service as a director when his or her term expires, and recommend whether or not the director should be re-nominated;
•assist the Board in considering whether a transaction between a Board member and the Company presents an executive complianceinappropriate conflict of interest and/or impairs the independence of any Board member and conduct a prior review of any such transaction; and
•develop Corporate Governance Guidelines that are consistent with applicable laws and listing standards, periodically review those guidelines, and recommend to the Board any changes the committee chaired by our Chief Compliance Officer, and an inter-departmental privacy and security committee that generally meets atdeems necessary or advisable.
least quarterlyCompensation of Directors
Pursuant to its charter, the Compensation and overseesHuman Capital Committee evaluates the compensation of our non-employee directors, including the respective chairperson fees, and recommends any changes it deems advisable to the Board, which is responsible for adopting the final form and amount of non-employee director compensation. As part of its annual review, the Compensation & Human Capital Committee receives comparative peer and industry data and recommendations from its independent compensation consultant, Pay Governance.
The Company granted each non-employee director an RSU award with a grant date fair value of $150,000 as annual compensation. The annual equity grant vests upon grant and will be settled in shares of our common stock following the director’s departure from the Board.
In 2023, we provided the following compensation to our non-employee directors:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned
or Paid
in Cash
($) | | Stock
Awards
($)(3) | | All Other
Compensation
($) | | Total
($) |
| Leo I. Higdon, Jr., Chairperson | | 162,500 | | 150,011 | | — | | 312,511 |
| Jeffrey W. Bolton | | 75,000 | | 150,011 | | — | | 225,011 |
| Tina L. Brown-Stevenson | | 75,000 | | 150,011 | | — | | 225,011 |
| Yvonne M. Curl | | 95,000 | | 150,011 | | — | | 245,011 |
| Charles M. Elson | | 90,000 | | 150,011 | | — | | 240,011 |
| Erin P. Hoeflinger | | 75,000 | | 150,011 | | — | | 225,011 |
| Susan A. La Monica | | 75,000 | | 150,011 | | — | | 225,011 |
| John E. Maupin, Jr. | | 90,000 | | 150,011 | | — | | 240,011 |
Stuart M. McGuigan(1) | | 56,250 | | 175,014 | | — | | 231,264 |
Gregory S. Rush(2) | | 91,667 | | 150,011 | | — | | 241,678 |
Barry P. Schochet(1) | | 56,250 | | 175,014 | | — | | 231,264 |
| L. Edward Shaw, Jr. | | 95,000 | | 150,011 | | — | | 245,011 |
(1)Mr. McGuigan and Mr. Schochet joined the Board on March 30, 2023 and received a pro-rata portion of the prior year’s annual equity grant in addition to the 2023 annual equity grant. The grant date fair value of each pro-rated equity grant,computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), was $25,002.
(2)Mr. Rush was appointed Chairperson of the Audit Committee in May 2023.
(3)Each non-employee director received awards of restricted stock units, or RSUs, with a grant date fair value computed in accordance with ASC 718. The number of Enhabit RSUs granted was calculated by dividing the target value by the closing trading price of Enhabit common stock on the NYSE on the date of grant.
Our non-employee directors received an annual base cash retainer of $75,000. We also paid the following chairperson fees to compensate for the enhanced responsibilities and time commitments associated with those positions:
| | | | | | | | |
| Chairperson Position | | Chairperson Fees
($) |
| Chairman of the Board | | 75,000 |
| Audit Committee | | 25,000 |
| Compensation & Human Capital Committee | | 20,000 |
| Care, Compliance & Cybersecurity Committee | | 15,000 |
Finance Committee(1) | | 15,000 |
| Nominating & Corporate Governance Committee | | 20,000 |
| (1) In February 2024, the Board combined the Audit Committee and Finance Committee. |
It is expected that each non-employee member of the Board will receive an annual grant of restricted stock units valued at approximately $150,000.
Ms. Jacobsmeyer received no additional compensation for serving on the Board.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during 2023, except those that were disclosed in our Form 10-K/A for the year ended December 31, 2022, filed on May 1, 2023, which were not timely filed.
Item 11. Executive Compensation
Compensation Discussion and Analysis
The Company completed its first full year operating as a standalone public company in 2023, following its Separation from Encompass in July 2022. Prior to the Separation, the compensation structure for senior management was determined under the compensation philosophy, programs, and initiatives that seekpractices of Encompass and by Encompass’ compensation committee. Following the Separation, the Company’s Compensation and Human Capital Committee (the “Compensation Committee”), in consultation with its independent advisors and management, reviewed and revised historical programs and practices to protectalign with the Company’s market capitalization, capital structure, revenues, industry, employee population and secure our datagoals as a standalone entity. The Compensation Committee concentrated on performance goals and systems. For additional discussionmetrics in the senior management bonus plan and the long-term equity incentive plan and peer alignment in the overall compensation program.
This Compensation Discussion and Analysis (CD&A) describes the philosophy, objectives, principles and components of the regulatory risks associatedmaterial elements of the Company’s executive compensation program and describes the 2023 compensation for our Named Executive Officers (“NEOs”). Our NEOs for 2023 are:
| | | | | | | | |
| Name | | Title |
| Barbara A. Jacobsmeyer | | President and Chief Executive Officer |
| Crissy B. Carlisle | | Chief Financial Officer |
Dylan C. Black(1) | | General Counsel and Secretary |
| Julie D. Jolley | | Executive Vice President of Home Health |
| Tanya R. Marion | | Chief Human Resources Officer |
| (1) Mr. Black joined the Company in January 2023. |
EXECUTIVE SUMMARY
As we transitioned to a standalone public company, the Company managed through challenges facing the industry, including shifts in home health payor mix, increasing labor costs as a result of competition for nurses and other healthcare professionals, shifting workforce expectations and demands, and home health Medicare reimbursement rates. Despite these challenges, the Company remained focused on continuing to provide high-quality service to our patients and meeting operational goals.
2023 Operational Achievements:
•Developed relationships with Medicare Advantage plans at improved rates. Our payor innovation team negotiated 41 new agreements, including two new national agreements in 2023. Our quality of care outcomes have been a strong value proposition in our business, see Item 1A, “Risk Factors—Risks Related to Our Business.”successful negotiations.
Licensure•Executed on our people strategy. We hired 597 net new full-time nurses, eliminated all agency nursing contract labor, and Certification
Healthcare providers are subject to numerous federal, state,implemented the hospice case management staffing model. At the end of 2023, we had no staffing-constrained hospice locations and local regulations relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, infection control, and maintenance of adequate records and patient privacy. Oureliminated nursing contract labor usage in home health and hospice.
•Opened eight de novo locations. Two additional locations were pending regulatory approval at the end of 2023.
•Delivered high-quality outcomes for our patients. Our 30-day hospital readmission rate was 20.5% better than the national average, and our hospice agencies are each licensed under applicable law, certified by CMS for participationvisits in the Medicare program, and generally certified bylast days of life was 53.2% better than the applicable state Medicaid agencies to participate in those programs.national average.
Certificates2023 Financial Performance:
•2023 consolidated net revenue of Need$1,046.3 million
In some states the acquisition•2023 Adjusted EBITDA of existing agencies$97.6 million
2023 Quality of Care Performance:
•Met or the introduction of new home health and hospice services may be subject to review by and prior approval of state regulatory bodies under a certificate of need law or similar permit of approval. Currently, state health authorities in 11 states where we operate require a certificate of need in order to establish and operate a home health care center, and state health authorities in 5 states where we operate require a certificate of need to operate a hospice care center. As of December 31, 2023, approximately 33%exceeded all of our home health and hospice locations are in states that have certificatekey quality of need laws.
Certificate of need laws require a reviewing authority or agency to determine the public need for additional or expanded healthcare agencies, locations, or services. Certificate of need laws in some states require us to abide by certain charity care commitments as a condition for approving a certificate of need. In any state where we are subject to a certificate of need law, we must obtain such certificate before acquiring, opening, reclassifying, or expanding a healthcare facility, starting a new healthcare program, or opening a new home health or hospice agency. We do not yet have operations in certain states, or in the District of Columbia, that require a certificate of need for home health agencies, hospice agencies, or both. We will not be able to expand into these states unless we obtain a requisite certificate of need.
False Claims
The federal civil False Claims Act (“FCA”) imposes liability for the knowing presentation of a false claim to the U.S. government and provides for penalties equal to three times the actual amount of any overpayments plus up to approximately $27,000 per claim. Federal civil penalties will be adjusted to account for inflation each year. In addition, the FCA allows private persons (“relators”) to file complaints under seal and provides a period of time for the government to investigate such complaints and determine whether to intervene in them and take over the handling of all or part of such complaints. The government and relators may also allege violations of the FCA for the knowing and improper failure to report and refund amounts owed to the government in a timely manner following identification of an overpayment (“reverse false claim”). The government deems identification of the overpayment to occur when a person has, or should have through reasonable diligence, determined that an overpayment was received and quantified the overpayment.
Because we furnish thousands of services a year for which we are reimbursed by Medicare and other federal payors and for which there is a relatively long statute of limitations, a billing error, cost reporting error or disagreement over physician medical judgment could result in significant civil damages under the FCA and penalties under criminal fraud equivalents. Many states have also adopted similar laws relating to state government payments for healthcare services. The 2010 Healthcare Reform Laws amended the FCA to expand the definition of false claim, to make it easier for the government to initiate and conduct investigations, to enhance the monetary reward to relators where prosecutions are ultimately successful, and to extend the statute of limitations on claims by the government. The federal government has become increasingly aggressive in asserting that incidents of erroneous billing or record keeping represent FCA violations and in challenging the medical judgment of independent physicians as the basis for FCA allegations.
Relationships between Physicians and Other Providers
State and federal laws regulate relationships between physicians and certain healthcare providers. Certain examples material to our business are discussed below.
Anti-Kickback Statute. Federal law prohibits the offer, payment, solicitation, or receipt of remuneration by individuals or entities to induce referrals of patients for services reimbursed under federal health care programs like the Medicare or Medicaid programs (the “Anti-Kickback Statute”). The 2010 Healthcare Reform Laws amended the federal Anti-Kickback Statute to provide that proving violations of this law does not require proving actual knowledge or specific intent to commitperformance metrics:
•60-Day Home Health Acute Care Hospitalization Rate
•Hospice Revocation Rate
•Home Health Patient and Family Experience
•Hospice Patient and Family Experience
2023 Incentive Compensation Plan Outcomes
•Based on achievement of our quality of care performance, our Senior Management Bonus Plan (“SMBP”), which is our short-term annual performance plan, paid out at 52.5% of target.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company’s people strategy is to win the talent war by attracting, rewarding and investing at all levels in our organization, including our executive officers. Our 2023 compensation program philosophy builds off this strategy by:
•providing a violation. Another amendment made it clearcompetitive rewards program for senior management that Anti-Kickback Statute violations can bealigns management’s interests with those of the basis for claims under the FCA. These changesCompany’s long-term stockholders;
•correlating compensation with corporate, regional and business unit outcomes by recognizing performance with appropriate levels and forms of awards;
•establishing financial and operational goals to sustain strong financial and quality of care performance over time; and
•placing 100% of annual cash incentives and a majority of equity incentive awards at risk by directly linking those described above relatedincentive payments and awards to the FCA, when combinedCompany’s performance.
We believe this philosophy enables us to attract, motivate, and retain talented and engaged executives who will enhance long-term stockholder value. The Compensation Committee, in consultation with other recent federal initiatives, are likely to increase investigation and enforcement efforts in the healthcare industry generally. In addition to standard federal criminal and civil sanctions, including imprisonment and penalties of up to $100,000 for each violation plus treble damages for improper claims, violators of the Anti-Kickback Statute may be subject to exclusion from federal health care programs like the Medicare and Medicaid programs. Federal civil penalties will be adjusted to account for inflation each year.
U.S. Department of Health and Human Services Office of Inspector General (the “HHS-OIG”) has published numerous “safe harbors” that exempt some practices from enforcement action under the Anti-Kickback Statute. These safe harbors exempt specified activities, including bona-fide employment relationships, contracts for the rental of space or equipment, personal service arrangements,its independent advisors and management, contracts, so long as all ofdesigned the requirements of the safe harbor are met.
Physician Self-Referral Law. The federal law commonly known as the “Stark law”compensation philosophy and CMS regulations promulgated under the Stark law prohibit physicians from making referralsprograms for “designated health services,” including separately billable physical and occupational therapy, and home health services,2023 to an entity in which the physician (or an immediate family member) has an investment interest or other financial relationship, subject to certain exceptions. The Stark law also prohibits those entities from filing claims or billing Medicare for those referred services. Violators of the Stark law and regulations may be subject to recoupments, civil monetary sanctions (up to $29,899 for each violation and assessments up to three times the amount claimed for each prohibited service) and exclusion from any federal, state, or other governmental healthcare programs. The statute also provides a penalty of up to $199,338 for a circumvention scheme. Federal civil penalties will be adjusted to account for inflation each year. There are statutory exceptions to the Stark law for many of the customary financial arrangements between physicians and providers, including personal services contracts and leases. However, in order to be afforded protection by a Stark law exception, the financial arrangement must comply with every requirement of the applicable exception.
We attempt to structure our relationships to meet one or more exceptions to the Stark law, but the regulations implementing the exceptions are detailed and complex. Accordingly, we cannot assure that every relationship complies fullyalign with the Stark law.
Health Insurance Portability and Accountability Act (“HIPAA”)—Anti-Fraud Regulations
The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) broadened the scope of certain fraud and abuse laws by adding criminal provisions for certain healthcare fraud offenses. HIPAA also prohibits incentives intended to influence a Medicare or Medicaid beneficiary’s choice of provider. In addition, HIPAA created new enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program, and an incentive program under which individuals can receive a monetary reward for providing information on Medicare fraud and abuse that leads to the recovery of at least a portion of the Medicare funds. Violating HIPAA may result in civil and criminal penalties. U.S. Department of Health and Human Services Office for Civil Rights (“HHS-OCR”) implemented a permanent HIPAA audit program for healthcare providers nationwide in 2016. As of December 31, 2023, we have not been selected for audit.
HIPAA—Administrative Simplification and Privacy
HIPAA and related U.S. Department of Health and Human Services (“HHS”) regulations require the use of uniform electronic data transmission standards for certain healthcare claims and payment transactions submitted or received electronically. HIPAA also regulates the use and disclosure of individually identifiable health related information, whether communicated electronically, on paper, or orally. The regulations provide patients with significant rights related to understanding and controlling how their health information is used or disclosed and require healthcare providers to implement administrative, physical, and technical practices to protect the security of individually identifiable health information.
The Health Information Technology for Economic and Clinical Health (“HITECH”) Act modified and expanded the privacy and security requirements of HIPAA. The HITECH Act applies certain of the HIPAA privacy and security requirements directly to business associates of covered entities. The modifications to existing HIPAA requirements include expanded accounting requirements for electronic health records, tighter restrictions on marketing and fundraising, and heightened penalties and enforcement associated with noncompliance.
In addition, there are numerous legislative and regulatory initiatives at the federal and state levels addressing patient privacy concerns. HHS-OIG and other regulators have also increasingly interpreted laws and regulations to increaseCompany’s objectives.
exposure of healthcare providers to allegations of noncompliance. For additional discussion regardingCompensation Best Practices
To ensure the risksCompany has strong corporate governance and risk mitigation, we have adopted the following best practices related to HIPAA compliance, see Item 1A, “Risk Factors—Risks Relatedexecutive compensation:
| | | | | | | | | | | | | | |
| What We Do | | What We Don’t Do |
| ü | Emphasis on performance-based variable compensation | | ü | No perquisites for executive officers |
| ü | Majority of long-term incentive awards are performance-based | | ü | No “single-trigger” vesting for equity awards in the event of a change in control |
| ü | Short-term incentive plan includes both financial and quality of care metrics | | ü | No hedging or pledging of Company stock |
| ü | Robust stock ownership requirements for officers and directors | | ü | No tax gross-ups on termination payments related to a change in control |
| ü | Conduct annual review of our compensation peer group and competitiveness of executive compensation | | ü | No dividends paid on unvested equity awards |
| ü | Cash severance provisions aligned with market practices | | ü | No defined benefit pension plans for executives |
| ü | “Double-trigger” vesting for equity awards in the event of a change in control | | ü | No option repricing |
| ü | Capped incentive payouts in performance plans | | | |
| ü | Dodd-Frank compliant clawback policy, plus a supplemental policy that permits recoupment in the event of certain misconduct (even in the absence of a financial restatement) | | | |
| ü | Compensation Committee comprised solely of independent directors | | | |
| ü | Proactive stockholder engagement | | | |
| ü | Independent compensation consultant | | | |
Say-on-Pay Vote
The annual say-on-pay vote is one of our opportunities to Our Business—Other Operationalreceive feedback from stockholders regarding our executive compensation program, and Financial Risks,” inour Compensation Committee takes the result of this Annual Report.
Civil Monetary Penalties Law
Undervote into account when determining the Civil Monetary Penalties Law, HHS may impose civil monetary penalties on healthcare providers for knowingly presenting, or causing to be presented, false or fraudulent reimbursement claims for services; knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim for payment under a federal healthcare program; transferring remuneration or offering to transfer remuneration that the provider knows or should know will induce a beneficiary to use a particular provider or service; and knowing of an overpayment and failing to report and return such overpayment as required. Available remedies or penalties under the Civil Monetary Penalties Law may include exclusion from federal healthcare programs such as Medicare and Medicaid in addition to monetary damages. The penalties are adjusted annually by HHS to account for inflation and as such, are subject to further changes. For example, in 2023, penalties increased from $22,427 to $24,164 for knowingly presenting or causing to be presented false or fraudulent claims, offering or transferring remuneration to induce beneficiaries to use particular providers or services, and knowing of an overpayment and failing to report and return such overpayment. Similarly, penalties increased from $63,231 to $68,128 for knowingly making, using, or causing to be made or used, a false record or statement material to a false or fraudulent claim.
Governmental Review, Audits, Surveys, and Investigations
Medicare reimbursement claims made by healthcare providers, including home health and hospice agencies, are subject to audit from time to time by governmental payors and their agents, such as MACs that act as fiscal intermediaries for all Medicare billings, auditors contracted by CMS, and insurance carriers, as well as the HHS-OIG, CMS, and state Medicaid programs.
CMS has developed and instituted various audit programs under which CMS contracts with private companies to conduct claims and medical record audits. These audits are in addition to those conducted by existing MACs. Some contractors are paid a percentagecompensation of the overpayments recovered. One typeCompany’s executive officers. At our 2023 annual stockholders’ meeting, our stockholders approved our say-on-pay proposal, with over 82% of audit contractor, the Recovery Audit Contractors (“RACs”), receives claims data directly from MACs on a monthly or quarterly basis and is authorizedshares voting (excluding broker non-votes) to review previously paid claims. CMS has authorized RACs to conduct complex reviews of the medical records associated with home health and hospice reimbursement claims.approve.
CMS has also established contractors known as the Uniform Program Integrity Contractors (“UPICs”). These contractors conduct audits with a focus on potential fraud and abuse issues. Like the RACs, the UPICs conduct audits and have the ability to refer matters to the HHS-OIG or the U.S. Department of Justice (“DOJ”). Unlike RACs, however, UPICs do not receive a specific financial incentive based on the amount of the error. We have, from time to time, received UPICs record requests which have resulted in claim denials on paid claims.
CMS also established the hospice special focus program (“SFP”) effective for 2024. The SFP will provide enhanced oversight of certain low-performing hospices based on survey findings including safety and quality of care indicators. Among the potential enforcement actions for the SFP are monetary fines, suspended reimbursement, appointment of temporary management to bring the hospice into compliance or revocation of a provider’s Medicare certification.
MACs also conduct Target Probe and Educate (“TPE”) audits, which are designed to help providers reduce claim denials and appeals with one-on-one education focused on the documentation and coding of the services they provide. Providers with high error rates in their billing practices or providers that bill for items with high error rates nationally can be required to participate in a TPE audit. While the outcome of most TPE audits is improved claims reporting, if providers fail to improve after three rounds of education sessions they will be referred to CMS for next steps which may include prepay review, extrapolation, or referral to a RAC.
The Improving Medicare Post-Acute Care Transformation Act
In October 2014, the Improving Medicare Post-Acute Care Transformation Act (“IMPACT Act”) was signed into law requiring the reporting of standardized patient assessment data for quality improvement, payment, and discharge planning purposes across the spectrum of post-acute care providers (“PACs”), including skilled nursing facilities and home health agencies. The IMPACT Act requires PACs to report: (1) standardized patient assessment data at admission and discharge; (2) quality measures, including functional status, skin integrity, medication reconciliation, incidence of major falls and patient preference regarding treatment and discharge; and (3) resource use measures, including Medicare spending per
beneficiary, discharge to community and hospitalization rates of potentially preventable readmissions. Failure to report such data when required would subject a facility to a two percent reduction in market basket prices then in effect.Target Pay Opportunities for NEOs
The IMPACT Act further requires HHSCompany’s executive compensation program is designed to provide a strong correlation between pay and MedPACperformance. “Pay” refers to study alternative PAC payment models, including payment based upon individual patient characteristics with corresponding Congressional reports required basedthe value of an executive’s total direct compensation, or “TDC,” calculated as follows:
| | | | | | | | | | | | | | | | | | | | |
| Base Salary | + | Target Annual Incentives | + | Target Long-Term Equity Incentives | = | Target Total Direct Compensation |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEO Target Total Direct Compensation for 2023 |
| Named Executive Officer | | Base Salary
($) | | Target Annual
Cash Incentive
($) | | Target Long-Term Equity Incentive
($) | | Target Total Direct Compensation
($) |
Barbara A. Jacobsmeyer | | 850,000 | | 892,500 | | 2,677,501 | | 4,420,001 |
| Crissy B. Carlisle | | 400,001 | | 280,000 | | 500,001 | | 1,180,002 |
Dylan C. Black(1) | | 350,000 | | 245,000 | | 350,000 | | 945,000 |
| Julie D. Jolley | | 390,000 | | 273,000 | | 390,000 | | 1,053,000 |
| Tanya R. Marion | | 350,002 | | 175,001 | | 262,501 | | 787,504 |
| (1) Mr. Black, the Company’s General Counsel and Secretary, joined the Company January 2023. |
In 2023, all cash incentive target amounts and a substantial portion of NEO equity award values were dependent on such analysis.
performance measured against predetermined objectives approved by the Compensation Committee. The IMPACT Act also includes provisions impacting Medicare-certified hospices, including: (1) increasing survey frequency for Medicare-certified hospices to once every 36 months; (2) imposing a medical review process for facilities with a high percentage of stays in excess of 180 days; and (3) updatingcharts below reflect: (i) the annual aggregate Medicare payment cap.
Review Choice Demonstration for Home Health Services
CMS has implemented the Home Health Review Choice Demonstration (“RCD”) in six states, adding Oklahoma in December 2023. RCD is intended to test whether pre-claim review improves methods for the identification, investigation, and prosecution of Medicare fraud and whether the pre-claim review helps reduce expenditures while maintaining or improving quality of care.
We operate agencies (representing approximately 47%portion of our home health Medicare claims) inNEOs’ 2023 target TDC that is performance-based and (ii) the six RCD states. This demonstration project requires ustime frame (i.e., annual vs. long-term) for our NEOs to incur additional administrative and staffing costs and may impact the timeliness of claims payments.realize value under our various TDC components.
Human Capital Management | | | | | | | | | | | | | | |
| President & Chief Executive Officer (Jacobsmeyer) |
| 69% Performance-Based | |
| | | | |
| Base Salary | Annual Cash Incentive | Options | PSU | RSU |
| 19% | 20% | 12% | 37% | 12% |
| | | | |
| | 61% Long-Term |
| | | | |
| | | | |
| | | | |
| | | | |
|
| | |
| | | | |
| | |
| | |
| | | | |
| | | | |
Overview of Our Employees. | | | | | | | | | | | |
| Average for Other NEOs |
| 47% Performance-Based | |
| | | |
| Base Salary | Annual Cash Incentive | PSU | RSU |
| 38% | 24% | 23% | 15% |
| | | |
| | 38% Long-Term |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | |
| | |
| | | |
| | | |
As of December 31, 2023, we employed over 10,800 individuals, none of whom was represented by a labor union. In order to recruit and retain our clinical employees, we maintain a total rewards program that we view as a combination of the tangible components of pay and benefits with the intangible components of a culture that encourages learning, development, and a supportive work environment. We believe our ongoing recognition in
Modern Healthcare’s list of ‘Best Places to Work,’ Fortune’s ‘Top 20 in Healthcare,’ and many other awards are evidence of a successful human capital management strategy.
In 2023 our human capital management strategy focused on, among other things, reducing turnover and increasing retention. We undertook numerous studies and implemented initiatives and programs targeted at improving these metrics. Throughout 2023 we have seen improvements in the recruitment and retention of clinical staffing.
Human Capital Imperatives
We focus on the following strategic human capital imperatives:
•maintaining competitive compensation and benefit programs that reward and recognize employee performance;
•fostering a strong culture that values diversity, equity, inclusion and belonging; and
•emphasizing employee development and engagement to attract and retain talent.
Compensation and Benefits
Maintaining competitive compensation and benefit programs that reward and recognize employee performance furthers our goal to attract, retain, and motivate employees who will help us deliver high-quality patient care. We strive to provide comprehensive benefit options that will allow our employees and their families to live healthier and more secure lives.
Diversity, Equity, Inclusion and Belonging
We believe fostering a strong culture that values diversity, equity, inclusion and belonging (“DEIB”) allows us to be competitive in recruiting and retaining employees. We invite employees to bring their whole selves to work, so they can be fully engaged and do their best work.
As of December 31, 2023, our DEIB focus areas were as follows:DETERMINATION OF COMPENSATION
•Leadership support that empowers leadersCompensation Objectives
The Compensation Committee’s objectives are to model inclusive behavior as a way to foster a sense of belonging for all employees;
•Employee resource groups that create a space that provides employees of various cultural identity groups with opportunities to connect, share, support and collaborate with each other; and
• Company wide touchpoints that provide communication and educational opportunities that enhance the cultural awareness and understanding of all Enhabit employees.
Employee Development and Engagement
By promoting employee development and engagement, we believe we can increase our abilitycompetitive target compensation to attract and retain nurses, therapists,the kind of executive talent necessary to achieve the Company’s strategic objectives and other to ensure incentive plan (annual and long-term) outcomes are aligned with Company performance. Executives may achieve above-target compensation for exceptional performance relative to target performance goals and below-target levels of compensation for performance that is not as strong as expected.
Use of Compensation Consultants
The Compensation Committee engaged Pay Governance as its independent executive compensation consultant. The Company’s management separately engaged Mercer (US) Inc. (“Mercer”) to provide data and analysis on competitive executive and non-executive compensation practices. Mercer data on executive compensation practices was provided to the Compensation Committee, subject to review by, and input from, Pay Governance.
Assessment of Competitive Compensation Practices
To maintain a market-competitive program, the Compensation Committee reviewed compensation data from the surveys noted below as well as proxy-reported data from the compensation peer group.
| | | | | | | | | | | | | | |
| Compensation Survey Sources |
| s | Mercer Benchmark Database | | s | Aon Hewitt Executive |
| s | Mercer Integrated Health Networks | | s | Willis Towers Watson Executive |
For the purposes of setting 2023 compensation, our Company’s compensation peer group, as reviewed and approved by the Compensation Committee, included the following 16 companies:
| | | | | | | | | | | | | | | | | |
| 2023 Compensation Peer Group |
| s | Addus HomeCare Corporation | s | Cross Country Healthcare, Inc. | s | Pediatrix Medical Group, Inc. |
| s | Amedisys, Inc. | s | InnovAge Holding Corp. | s | The Ensign Group, Inc. |
| s | AMN Healthcare Services, Inc. | s | LHC Group, Inc. | s | The Pennant Group, Inc. |
| s | Avenna Healthcare Holdings, Inc. | s | ModivCare, Inc. | s | Premier, Inc. |
| s | Chemed Corporation | s | National HealthCare Corporation | s | Signify Health, Inc. |
| | | | s | Surgery Partners, Inc. |
The Compensation Committee’s goal in selecting its compensation peer group is to select a group that acts as an appropriate frame of reference for compensation benchmarking. The Compensation Committee selected the 2023 compensation peer group using the following criteria as a guide:
•Company Type / Geography: publicly-traded on a major U.S. exchange and headquartered in the U.S.
•Industry: healthcare professionalsservices or health care facilities with a focus on companies providing home health, hospice, personal care and nursing/physician staffing/services
•Revenues: approximately 0.4 to 2.5 times Enhabit’s revenue
•Market Capitalization: less than 4.0 times Enhabit’s market capitalization
•Numerous Qualitative Factors: examples include number of employees, competitor for talent, proxy advisor-defined peers, and states of operations
The Compensation Committee considered a number of factors in a highly competitive environment. We supportdetermining the base salaries, annual incentive opportunities, and long-term career aspirationsincentive awards of our employees through educationNEOs for 2023, including the executive’s experience and professional development.
To aidrole in employee development, we have invested in what we believe to be best-in-class technology to offer on demand learning and development programs, including podcasts and a broadcast studio for enhanced virtual learning. Another important aspect of employee development is succession planning. We annually review our talent to identify potential successors for key positions and to identify candidates for accelerated development based on their performance and potential. The annual process includes an assessment of each employee’s promotability based on a set of leadership core competencies defined as part of our talent strategy.
In 2022 we embarked on an employee engagement campaign to develop our Company’s values. We believe aligning our organizational values and our employees’ valuesexecuting day-to-day responsibilities along with our business strategy creates a business differentiator that leads to improved patient care and outcomes, higher employee engagement and satisfaction, lower turnover, effective communication, and better teamwork. Following an extensive and thoughtful process to elicit employee feedback, including surveys and employee think-tanks, we released our six Company values in 2023: People, Integrity, Compassion, Excellence, Teamwork, and Communication.
Technology
We believe our use of technology enhances our competitive position in the markets we serve. Our systems also emphasize interoperability with referral sources and other providers to coordinate care. We have devoted substantial resources, effort, and expertise to leveraging technology to create solutions that improve patient care and operating efficiencies. We deploy and utilize new technologies to improve patient care and achieve operational efficiencies.
We use an electronic medical records system that we license under an agreement with Homecare Homebase. The system manages the entire patient workflow and provides field clinicians with access to patient records, diagnostic information, and notes from prior visits via a mobile application. Real-time, customized feedback and instructions are provided to field clinicians on-site. The system enhances patient data capture and database management, which aids in the development of algorithms that can improve the plan of care.
Our information management system’s dataexecuting longer-term standalone public company strategic goals, internal equity within executive management, and reporting ensure management has accessthe executive’s performance. TheCompensation Committee also reviewed competitive data from the aforementioned sources related to relevant data needed to make timely, accurate decisions. The system features rules-based algorithms that ensure accountability by escalating tasksbase salary levels, annual incentives, and notifying management when processes are delayed.
Our information management system also provides real-time market intelligence to members of our sales team, allowing them to prioritize particular referral sources to align with strategic directives. Specialty programs integrate individual physician protocols intolong-term incentives for each executive and the system. We believe this creates loyalty for physicians and facilities, generating greater consistency in future referrals. Additionally,NEO group as a web-based portal allows referring physicians to easily monitorwhole. For 2023 compensation, the care and progress of patients and to sign orders electronically.
We also work with a predictive analytics platform to improve our data analysis of patient care. We use this predictive analytics platform's models to help identify patients at risk for unplanned hospitalizations. The platform recommends a patient-centered visit utilization plan to promote discharge without hospitalization and prompts continued touch points with discharged patients to identify and prevent post-discharge hospitalizations. The models stratify the patient population based on hospitalization risk and use interactive voice response technologies to increase touch points with high-risk patients. TheCompensation Committee reviewed total
models also identify home health patients who are potentially better suiteddirect compensation opportunities at the 25th, 50th and eligible75th percentiles of the survey data and the compensation peer group data (“market data”) and established target total direct compensation that was within a competitive range of the market median.
It is important to note the Compensation Committee, with input from its advisor, recognizes the benchmark data changes from year to year and places emphasis on sustained compensation trends to avoid short-term anomalies. In general, the Compensation Committee views compensation 15% above or below the 50th percentile to be within a competitive range given year to year variability in the data.
The Compensation Committee revised the compensation peer group for hospice care, ensuring that2024 compensation to align more closely with peer median revenue. Specifically, AMN Healthcare Services, Inc., Surgery Partners, Inc., and Chemed Corporation have been removed and America Oncology Network, Inc., P3 Health Partners Inc., LifeStance Health Group, Inc., U.S. Physical Therapy, Inc., and DocGo Inc. have been added. Additionally, LHC Group, Inc. and Signify Health, Inc. have been removed due to acquisition.
ELEMENTS OF EXECUTIVE COMPENSATION
The primary elements of our patients receive care fromexecutive compensation program are:
| | | | | | | | | | | | | | |
| Base Salary | + | Annual Incentives | + | Long-Term Equity Incentives |
| | | | | | | | |
| Component | | Purpose |
| Base Salary | | Provide our executives with a competitive level of fixed pay. |
| Annual Cash Incentives | | Intended to drive Company performance during the applicable year. |
| Long-Term Equity Incentives | | Intended to focus executive attention on longer-term strength of the business and align their interests with our stockholders’ interests over a multiyear period. |
| Health and Welfare Benefits | | Provide our executives with programs that promote health and financial security, which all eligible employees receive. |
Base SalaryWe provide officers and other employees with base salaries to compensate them with regular income at competitive levels. The Compensation Committee reviews base salaries annually for its executive officers. The Compensation Committee considered market data, each individual’s experience and responsibilities, achievement of performance objectives, internal equity, and recommendations provided by the service line best matching their care needs.CEO for her direct reports. Base salaries for our NEOs have not increased since the Separation in July 2022 and will not increase in 2024.
Available Information
| | | | | | | | |
| Named Executive Officer | | Annual Base Salary Rates as of December 31, 2023
($) |
| Barbara A. Jacobsmeyer | | 850,000 |
| Crissy B. Carlisle | | 400,001 |
| Dylan C. Black | | 350,000 |
| Julie D. Jolley | | 390,000 |
| Tanya R. Marion | | 350,002 |
Annual Incentives
Establishing the Target Annual Incentive Opportunity
Our Internet website address is www.ehab.com, which we use2023 Senior Management Bonus Plan (the “SMBP”) was designed to incentivize and reward our NEOs and others for annual performance as measured against predetermined quantitative metrics intended to improve company performance and create value for our stockholders. Under the SMBP, a target annual incentive opportunity, expressed as a channelpercentage of base salary, is determined for routine distribution of important information, including news releases, investor presentations and financial information. We make available, free of charge, through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K, as soon as reasonably practicable after providing such reports to the SEC. Also, the charters of our Audit and Finance Committee, Compensation and Human Capital Committee, Care, Compliance, and Cybersecurity Committee, Nominating/Corporate Governance Committee, our Corporate Governance Guidelines, Standards of Business Conduct and Ethics, Insider Trading Policy, Incentive Compensation Recoupment Policy, Amended and Restated Bylaws, Certificate of Incorporation and information regarding certain of our investor presentations, press releases and shareholder communications are available through our website. All of these materials are available free of charge and in print to any shareholder who provides a written request to the Corporate Secretary at 6688 North Central Expressway, Suite 1300 Dallas, Texas 75206. The contents of our website are not intended to be incorporated by reference into this Annual Report or any other report or document we file, and any reference to our website is intended to be an inactive textual reference only.
each participant.
Item 1A.
Risk Factors.
You should carefully consider the following risks and uncertainties, together with all the other information in this Annual Report, including our consolidated financial statements and the related notes, in evaluating Enhabit and Enhabit common stock (“our stock” or “our common stock”). This section does not describe all risks that may be applicable to us, our industry, or our business, and it is intended only as a summary of material risk factors. Additional risks and uncertainties we have not or cannot foresee may also adversely affect us in the future. If any of the risks below or other risks or uncertainties discussed elsewhere in this Annual Report are realized, our business and financial condition, results of operations, and cash flows could be adversely affected.
Risks Related to Our Business
Reimbursement Risks
Reductions or changes in reimbursement from government or third-party payors could adversely affect our Net service revenue and other operating results.
We derive a substantial portion of our Net service revenue from the Medicare program. In addition to many ordinary course reimbursement rate changes that CMS adopts each year as part of its annual rulemaking processes, Congress and certain state legislatures periodically propose significant changes in laws and regulations governing the healthcare system. These changes may result in limitations on increases and, in some cases, significant reductions in the levels of payments to healthcare providers. There can be no assurance that future governmental initiatives will not result in pricing freezes, reimbursement reductions, or levels of reimbursement increases that are less than the increases we may experience in our costs of operations. There is also no assurance that our patient accounts receivable will be collected in a timely fashion, or at all. See Item 1, “Business—Sources of Revenue,” in this Annual Report for a table identifying the sources and relative payor mix of our revenues.
Many provisions within the 2010 Healthcare Reform Laws have impacted or could in the future impact our business, including Medicare reimbursement reductions and promotion of alternative payment models, such as ACOs and bundled payment initiatives. For Medicare providers like us, the 2010 Healthcare Reform Laws included reductions in CMS’s annual adjustments to Medicare reimbursement rates, commonly known as a “market basket update.”
The 2010 Healthcare Reform Laws also require market basket updates for home health and hospice providers to be reduced by a productivity adjustment on an annual basis. The productivity adjustment equals the trailing 10-year average of changes in annual economy-wide private nonfarm business multi-factor productivity. The Fiscal Year 2024 Hospice Payment Rate Update Final Rule finalized a 3.1% hospice payment update percentage. This was a result of a 3.3% inpatient hospital market basket percentage increase reduced by a 0.2% productivity adjustment. The hospice payment update includes a statutory aggregate cap that limits the overall annual payments per patient made to hospices. The 2024 Home Health Final Rule reflects an estimated overall increase in Medicare home health reimbursement rates of 0.8% relative to 2023 levels. This payment update is the collective impact of a 3.3% market basket positive adjustment and a 0.4% fixed‑dollar loss ratio positive adjustment, offset by a 0.3% productivity negative adjustment and a 2.6% permanent
behavioral negative adjustment. There | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| Named Executive Officer | | Base Salary
($) | | Target Incentive Opportunity
(%) | | Target Cash Annual Incentive
($) | | |
| Barbara A. Jacobsmeyer | | 850,000 | | 105 | % | | 892,500 | | |
| Crissy B. Carlisle | | 400,001 | | 70 | % | | 280,001 | | |
| Dylan C. Black | | 350,000 | | 70 | % | | 245,000 | | |
| Julie D. Jolley | | 390,000 | | 70 | % | | 273,000 | | |
| Tanya R. Marion | | 350,002 | | 50 | % | | 175,001 | | |
| | | | | | | | |
Plan Metrics and Goals
For 2023, the Compensation Committee approved two quantitative metrics: Adjusted EBITDA to focus on financial performance and a “Quality Scorecard” comprised of four sub-metrics to focus on quality-of-care operational performance. The Compensation Committee then assigned weightings (as a percentage of total annual incentive opportunity) to the metrics and sub-metrics. The tables below set forth the quantitative metrics, goals and weightings under the 2023 SMBP, which were the same for all our NEOs.
To reward exceptional company performance, the NEOs have the opportunity to receive a maximum payout in the event results reach a predetermined level of high performance for each metric. Conversely, if results are less than threshold for a metric, then no payout is no assurance that rates willawarded for such metric.
| | | | | | |
| 2023 SMBP Metrics and Weightings |
| Financial: Adjusted EBITDA | 70% | |
| Quality Scorecard | 30% | |
| | |
| | | | | | | | | | | | | | |
| Goals and Payout Opportunities: Adjusted EBITDA |
Threshold
50% | | Target
100% | | Maximum
200% |
| $130.2 million | | $140.8 million | | $151.4 million |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Goals and Payout Opportunities: Quality Scorecard |
Quality Scorecard Sub-Metrics | | Weight | | Threshold
50% | | Target
100% | | Maximum
200% |
| 60 Day Home Health Acute Care Hospitalization Rate NQF #171 | | 25% | | 14.3% | | 14.1% | | 13.8% |
| Hospice Revocation Rate | | 25% | | 7.5% | | 7.0% | | 6.5% |
| Home Health Patient and Family Experience | | 25% | | 81.0% | | 81.2% | | 81.4% |
| Hospice Patient and Family Experience | | 25% | | 86.0% | | 86.2% | | 86.4% |
It is important to note the following:
•With our current performance at or above national averages for the key quality performance metrics, the difficulty of achieving improved basis point changes in our quality sub-metrics explains the narrow spread between the threshold and maximum targets.
•Performance metrics can be achieved independently of each other.
•As results increase in future years or that rate increasesabove the threshold, a corresponding percentage of the target cash incentive will be adequateawarded. In other words, levels listed are on a continuum, and straight-line interpolation is used to offset increases in operating costs.
Other federal legislation can also have a significant direct impact on our Medicare reimbursement. In 2011, President Obama signed into lawdetermine the Budget Control Act of 2011, which provided for an automatic 2% reduction of Medicare program payments. This automatic reduction, known as “sequestration,” began affecting payments received after April 1, 2013. Under current law, the reimbursement we receive from Medicare will be reduced by this sequestration.
Additional Medicare payment reductions are also possible under Statutory PAYGO. Statutory PAYGO requires, among other things, that mandatory spending and revenue legislation not increase the federal budget deficit over a five-or ten-year period. If the Office of Management and Budget (the “OMB”) finds there is a deficitpayout multiple between two payout levels shown in the federal budget, Statutory PAYGO requires OMB to order sequestration of Medicare. In 2021, President Biden signed the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”). The Protecting Medicare and American Farmers from Sequester Cuts Act also suspends until 2025 the Statutory PAYGO reductions that would have gone into effect because of the American Rescue Plan Act. Concerns held by federal policymakers about the federal deficit, national debt levels, or healthcare spending specifically, including solvency of the Medicare trust fund, could result in enactment of further federal spending reductions or limitations, further entitlement reform legislation affecting the Medicare program, and further reductions to provider payments.
Each year, MedPAC advises Congress on issues affecting Medicare, including, among others, the HH-PPS and the Hospice payment systems. MedPAC’s advice can affect the rates we are paid for our services. For example, CMS incorporated some of MedPAC’s recommendations into the PDGM system mandated by the 2018 Bipartisan Budget Act and set out in the final rule for the 2019 HH-PPS. Beginning in 2020, PDGM replaced the prior 60-day episode payment methodology with a 30-day payment period and eliminated therapy usage as a factor in setting payments. CMS was required to make assumptions about potential behavior changes caused by the implementation of the 30-day unit of payment and the PDGM. As a result, CMS must annually determine the impact of differences between assumed and actual behavior changes on estimated aggregate expenditures, beginning with 2020 and ending with 2026, and make permanent and temporary increases or decreases to the 30-day payment amount to account for such differences. In the 2023 Home Health PPS final rule, CMS finalized a methodology for analyzing the impact of differences between assumed versus actual behavior changes on estimated aggregate expenditures and calculated levels of actual and estimated aggregate expenditures using 2020 and 2021 claims. This resulted in the application of a 3.925% permanent adjustment reduction to the home health base rate for 2023. In the 2024 Home Health PPS final rule, CMS finalized an additional 2.89% permanent adjustment reduction to the home health base rate. CMS may make future permanent or temporary adjustments based on analysis of estimated aggregate expenditures through 2026, which could significantly impact our home health agencies.
Changes to MedPAC’s recommendations could also affect reimbursements for our services. For example, in 2023, MedPAC recommended that, for fiscal year 2024, Congress should update the hospice base payment rate and wage adjust and reduce the hospice aggregate cap by 20%. Similarly, MedPAC has previously recommended that Congress adopt a unified payment system for all post-acute care, but has more recently concluded that due to the considerable resources this would require, and other changes already made, policymakers should consider smaller-scale site-neutral policies.table above.
There can be no assurance that future governmental action will not result in substantial changes to, or material reduction in, our reimbursements. In any given year, the net effect of statutory and regulatory changes may result in a decrease in our reimbursement rate, and that decrease may occur at a time when our expenses are increasing. As a result, there could be a material adverse effect on our business, financial position, results of operations, and cash flows. For additional discussion of how we are reimbursed by Medicare, see Item 1, “
Business—Sources of Revenue—Medicare Reimbursement—Regulation,” in this Annual Report.
Our quality of care and CMS quality reporting requirements could adversely affect the Medicare reimbursement we receive.
The focus on alternative payment models and value-based purchasing of healthcare services has led to more extensive quality of care reporting requirements. In many cases, our reporting requirements are linked to reimbursement incentives. For example, home health and hospice agencies are required to submit quality of care data to CMS each year. Failure to comply with quality reporting requirements may result in a penalty on our reimbursement. For home health agencies that do not comply with quality reporting requirements, the penalty is 2%; for hospices that do not comply, the penalty is 4%. Increased scrutiny and oversight in these industries may pose a heightened risk to reimbursement.
The IMPACT Act mandated that CMS adopt several new quality reporting measures for the various post-acute provider types. The adoption of additional quality reporting measures to track and report will require additional time and
expenseAssessing and could affect reimbursementRewarding 2023 Achievement of Goals
After the close of the year, the Compensation Committee assessed performance against the quantitative goals for each metric to determine a weighted average result, or the percentage of each NEO’s target incentive that had been achieved. The 2023 awards are paid in cash and were paid by the Company in early 2024 upon approval of the performance results by the Compensation Committee. The results of 2023 SMBP Plan are as follows:
| | | | | | | | | |
| 2023 Adjusted EBITDA Results | |
| Actual Performance | | % of Target
Achievement | |
| $97.6 million | | Below Threshold | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 Quality Scorecard Results |
| Metric | | Weight | | Actual Performance | | % of Target
Achievement | | Weighted
Metric
Achievement |
60-Day Home Health
Acute Care Hospitalization Rate NQF #0171 | | 25.0% | | 13.8% | | 200.0% | | 50.0% |
| Hospice Revocation Rate | | 25.0% | | 5.8% | | 200.0% | | 50.0% |
| Home Health Patient and Family Experience | | 25.0% | | 81.7% | | 200.0% | | 50.0% |
| Hospice Patient and Family Experience | | 25.0% | | 86.2% | | 100.0% | | 25.0% |
| | | | | | | | 175.0% |
| | | | | | | | | | | | | | | | | | | | |
| 2023 SMBP Result |
| Metric | | Weight | | % of Target
Metric
Achievement | | Weighted Achievement |
| Adjusted EBITDA | | 70.0% | | —% | | —% |
| Quality Scorecard | | 30.0% | | 175.0% | | 52.5% |
| | | | | | 52.5% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 SMBP - Amounts Earned |
| Named Executive Officer | | Base Salary
($) | | Target Annual Incentive Opportunity (%) | | Target Annual Incentive
($) | | Amount of 2023 SMBP Earned (52.5%)
($) |
| Barbara A. Jacobsmeyer | | 850,000 | | 105% | | 892,500 | | 468,563 |
| Crissy B. Carlisle | | 400,001 | | 70% | | 280,001 | | 147,000 |
| Dylan C. Black | | 350,000 | | 70% | | 245,001 | | 128,626 |
| Julie D. Jolley | | 390,000 | | 70% | | 273,000 | | 143,325 |
| Tanya R. Marion | | 350,002 | | 50% | | 175,001 | | 91,876 |
Long-Term Incentives
To further align management’s interests with the interests of stockholders, a significant portion of each NEO’s total direct compensation for 2023 was in the future. In healthcare generally,form of long-term equity awards. For 2023, Enhabit’s equity incentive program provided participants at all officer levels with the burdens associated with collecting, recording,opportunity to earn performance-based restricted stock units, or “PSUs,” time-based restricted stock units, or “RSUs” and, reporting quality data are increasing. Currently, CMS requires home health providers to trackfor our President and submit patient assessment data to supportCEO, Ms. Jacobsmeyer, stock options.
The following tables summarize the calculation of 20 quality of care reporting measures.
In addition, CMS instituted a Star rating methodology for home health agencies to meet the 2010 Healthcare Reform Laws’ call for more transparent public information on provider quality. All Medicare-certified home health agencies are eligible to receive a Star rating (from 1 to 5 Stars) based on a2023 target long-term equity award opportunity levels, equity compensation mix and number of quality of care measures, such as timely initiation of care, drug education provided to patients, fall risk assessment, depression assessments, improvements in bed transferring, and bathing, among others. Failing to maintain satisfactory Star rating scores could affect someawards granted for each of our reimbursementNEOs. The number of RSUs, PSUs and patient referrals and have a material adverse effect on our business and consolidated financial condition, results of operations, and cash flows.
There can be no assurance that all of our agencies will meet quality reporting requirements or quality performance expectations inoptions granted to each NEO was determined by dividing the future, which may result in one or more of our agencies seeing a reduction in its Medicare reimbursements or patient referral volume. We, like other healthcare providers, are likely to incur additional expenses in an effort to comply with additional and changing quality reporting requirements.
We face periodic and routine reviews, audits, and investigations under our contracts with federal and state government agencies and private payors, and these audits could have adverse findings that may negatively impact our business.
As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental reviews, audits, and investigations to verify our compliance with these programs and applicable laws and regulations. We also are subject to audits under various federal and state government programs in which third-party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improper payments under the Medicare program. For additional discussionportion of the reviews, audits, and investigations to which we are subject, see Item 1, “Business—Regulation—Governmental Review, Audits, and Investigations,” in this Annual Report.
The HHS-OIG also conducts audits and has included various home health agency and hospice payment and quality issues in its current workplan. Additionally, private pay sources reserve the right to conduct audits. If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims filed which could result intarget LTI equity award opportunity for such award type by a larger overpayment than originally identified in the sample of reviewed claims. Our costs to respond to and defend reviews, audits and investigations may be significant and could have a material adverse effect on our business and consolidated financial condition, results of operations, and cash flows. Moreover, an adverse review, audit or investigation could result in:
•required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs or from private payors;
•state or federal agencies imposing fines, penalties, and other sanctions on us;
•loss of our ability to participate in the Medicare program, state programs or one or more private payor networks; or
•damage to our business and reputation in various markets.
Efforts to reduce payments to healthcare providers undertaken by third-party payors, conveners, and referral sources could adversely affect our revenues and profitability.
Health insurers and managed care companies, including Medicare Advantage plans, may utilize certain third parties, known as conveners, to attempt to control costs. Conveners offer patient placement and care transition services to those payors as well as bundled payment participants, ACOs, and other healthcare providers with the intent of managing post‑acute utilization and associated costs. Conveners may influence referral source decisions on which post-acute setting to recommend, as well as how long to remain in a particular setting. Conveners are not healthcare providers and may suggest a post-acute setting or duration of care that may not be appropriate from a clinical perspective, potentially resulting in a costly acute care hospital readmission.
We also depend on referrals from physicians, acute care hospitals, and other healthcare providers in the communities we serve. As a result of various alternative payment models, many referral sources are becoming increasingly focused on reducing post-acute costs by eliminating post-acute care referrals. Our ability to attract patients could be adversely affected20-day
if anyaverage stock price. Note that while the full number and value of our home health agencies fails to provide or maintain a reputationPSU awards are described in this narrative, for providing high-quality care on a cost‑effective basis as compared to other providers.
In addition, there are increasing pressures, including as a resultpurposes of the 2010 Healthcare Reform Laws, from many third‑party payors“2023 Summary Compensation Table” and the “Grants of Plan-Based Awards During 2023” table below, only the portion of the PSUs for which the performance metrics were established in 2023 are reported as granted in 2023.
| | | | | | | | | | | | | | | | | | | | |
| 2023 Long-Term Equity Incentive Plan Target Opportunity |
| Named Executive Officer | | Base Salary
($) | | Target LTI Equity Award Opportunity (%) | | Total Target
LTI Equity Award
Opportunity
($) |
| Barbara A. Jacobsmeyer | | 850,000 | | 315 | % | | 2,677,501 |
| Crissy B. Carlisle | | 400,001 | | 125 | % | | 500,001 |
| Dylan C. Black | | 350,000 | | 100 | % | | 350,000 |
| Julie D. Jolley | | 390,000 | | 100 | % | | 390,000 |
| Tanya R. Marion | | 350,002 | | 75 | % | | 262,501 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 Long-Term Equity Incentive Plan Mix and Awards |
| Named Executive Officer | | Options as % of the Award | | Awarded Options | | PSUs as a
% of the
Award | | Awarded PSUs | | RSUs as a
% of the
Award | | Awarded RSUs |
| Barbara A. Jacobsmeyer | | 20% | | 64,113 | | 60% | | 105,001 | | 20% | | 35,001 |
| Crissy B. Carlisle | | —% | | — | | 60% | | 19,608 | | 40% | | 13,072 |
| Dylan C. Black | | —% | | — | | 60% | | 13,726 | | 40% | | 9,151 |
| Julie D. Jolley | | —% | | — | | 60% | | 15,295 | | 40% | | 10,197 |
| Tanya R. Marion | | —% | | — | | 60% | | 10,295 | | 40% | | 6,863 |
2023 Performance-Based Restricted Stock Unit Awards
The Compensation Committee determined that performance-based vesting conditions for the PSUs granted in 2023 were appropriate to control healthcare costsfurther align leadership with the interests of stockholders and to reduce or limit increases in reimbursement rates for medical services. Our relationships with managed care and nongovernmental third-party payors are generally governed by negotiated agreements. These agreements set forthpromote specific performance objectives while facilitating executive stock ownership. The PSUs entitled the amounts we are entitledNEOs to receive for our services and can add administrative complexity to our billing and collection process. Our Net service revenue and our ability to grow our business with these payors could be adversely affected if we are unable to negotiate and maintain favorable agreements with third-party payors.a predetermined range of shares upon achievement of specified performance objectives. The recipients of PSU awards do not have voting rights.
Changes in our payor mix orFor the needs of our patients could adversely affect our Net service revenueor our profitability.
Although the reimbursement rates we receive from traditional Medicare Fee for Service are generally higher than those received from other payors, an increasing percentage of Medicare eligible individuals are choosing to enroll in a Medicare Advantage plan. We are attempting to grow2023 PSU awards, the number of Medicare Advantage networks in which we participate, so we expectshares earned will be determined at the payor mix to continue to shift with that growth. Not only do Medicare Advantageend of a three-year performance period based on the level of achievement of adjusted free cash flow per share (“FCFPS”) and managed care payors generally pay less than Medicare Fee for Service, but bad debt and longer collection cycles also tend to be higher for patients covered by Medicare Advantage and managed care, as patients typically retain more payment responsibility under those arrangements. Further, it generally is more time and labor intensive to bill claims with Medicare Advantage, meaning our collection cycle will lengthen as we grow the number of Medicare Advantage networks in which we participate.
The expansion and growth of Medicaid resulting from the 2010 Healthcare Reform Laws have increased the number of Medicaid patients coming to us. Medicaid reimbursement rates are consistently the lowest among those of our payors, and frequently Medicaid patients come to us with other complicating conditions that make treatment more difficult and costly.
The administration of billings and collections is complex, and our estimates of accounts receivable require us to exercise judgment. Delays in reimbursement due to administrative issues or inadequate reserve estimates may cause financial reporting issues or liquidity problems.
The billing and collection of our accounts receivable is subject to numerous and complex administrative processes and requires a significant amount of time and effort, including, but not limited to, the assessment of patient eligibility, the process of pre-authorization, the recording and collection of provider documentation, the timely and complete submission of claims for reimbursement, the application of cash receipts to patient accounts, the timely response to payor denials, and the conduct of collection activities. Additional administrative processes are also required when patients elect to change their third-party payors, such as when patients switch from Medicare to Medicare Advantage. If we incorrectly estimate our Accounts receivable, net of allowances, it may result in adjustments to our financial statements. For example, we previously identified a material weakness in our internal control over financial reporting which related to the design and maintenance of effective controls to monitor and review the estimated recoverability of accounts receivable, including the impact of changes to our third-party payor mix. This material weakness resulted in adjustments to our consolidated financial statements as of and for the year ended December 31, 2022 to Net service revenue, Accounts receivable, net of allowances, and Net lossrelative total shareholder return (“rTSR”). While this material weakness has been remediatedThe FCFPS metric is measured as an average of three, one-year performance periods: 2023, 2024, and 2025. The Compensation Committee will set the FCFPS goal for each year of December 31, 2023, there can be no assurance that similar internal control issues will not be identifiedthe performance period at the start of such year. Given our short history as a standalone public company, the approach to use an average of three years was chosen since it is challenging to project FCFPS performance goals over a three-year performance period. TSR is measured over the full three-year performance period and is based on the percentile rank of the Enhabit total shareholder return versus the total shareholder return of the constituents in the future. See Item 9A, “S&P Healthcare Services Select Industry Index (as constituted on January 1, 2023) at the end of the three-year performance period. Controls and Procedures,” in this Annual Report for additional information.The weighting of the two metrics is outlined below.
In addition, our accounts receivable with Medicare and Medicaid are subject to the complex regulations that govern Medicare and Medicaid reimbursement and rules imposed by nongovernment payors, and a portion of our accounts receivable are typically under medical review by payors. The amount collected may materially differ from the amount billed. Our inability to bill and collect on a timely basis pursuant to these regulations and rules could subject us to payment delays that could have a material adverse effect on our business, financial position, results of operations, and liquidity.
Further, if our reserve estimates are inadequate and we do not collect the amount of accounts receivable that we expect in a timely fashion, or at all, our financial position may materially differ from financial results that we have historically recorded.
In addition, timing delays in, or unrealized levels of, billings and collections may cause working capital shortages. Working capital management, including prompt and diligent billing and collection, is an important factor in our financial position, results of operations, and in maintaining liquidity. It is possible that Medicare, Medicaid, documentation support, system problems or other provider issues or industry trends may extend our collection period, which may materially
adversely affect2023 Time-Based Restricted Stock Unit Awards
A portion of 2023 long-term incentive award value was provided in RSUs to provide retention incentives to executives and facilitate stock ownership, which creates alignment with shareholders. The recipients of RSU awards do not have voting rights while the award vests. For the 2023 RSU award, one-third of the shares awarded vest on the first anniversary of the grant date, one-third of the shares vest on the second anniversary of the grant date, and the final third vest on the third anniversary of the grant date.
2023 Stock Option Awards
In 2023, the Compensation Committee awarded Ms. Jacobsmeyer nonqualifed stock options.Each stock option permits the holder, for a period of ten years, to purchase one share of common stock at the exercise price, which is the closing market price on the date of grant. Options vest ratably in equal annual increments over three years from the award date.
2023 Strategy Execution Supplemental LTI Equity Award
For 2023, the Compensation Committee approved a 25% increase to target LTI equity award values for the NEOs (other than Ms. Jacobsmeyer) to reinforce the successful execution of our working capital,strategic plan over the next three years. This additional LTI value was allocated the same as our 2023 annual LTI awards (60% PSUs and our working capital management procedures may not successfully mitigate this risk.
Medicare reimbursement of hospice services is subject to caps, which may result in our having to reimburse Medicare for certain amounts previously paid to us.
Payments made by Medicare to each hospice provider40% RSUs) and the PSUs are subject to an inpatient cap amount and an overall payment cap amount, which are calculated and published by the Medicare fiscal intermediary on an annual basis coveringsame performance conditions as those described above. Further, as noted above, only the period from October 1 through September 30. If payments made to our hospice providers exceed eitherportion of these caps, we may be requiredPSUs for which the performance metrics were established in 2023 are reported as granted in 2023 in the “2023 Summary Compensation Table” and the “Grants of Plan-Based Awards During 2023” table below. The number of supplemental PSUs and RSUs granted to reimburse Medicare for payments received in excess of the caps, which could have a material adverse effect on our business and consolidated financial condition, results of operations, and cash flows.each NEO are set forth below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 Strategy Execution Supplemental Long-Term Incentive Equity Mix and Awards |
| Named Executive Officer | | PSUs as a
% of the
Award | | Awarded PSUs | | RSUs as a
% of the
Award | | Awarded RSUs |
| Crissy B. Carlisle | | 60% | | 4,902 | | 40% | | 3,268 |
| Dylan C. Black | | 60% | | 3,432 | | 40% | | 2,288 |
| Julie D. Jolley | | 60% | | 3,824 | | 40% | | 2,550 |
| Tanya R. Marion | | 60% | | 2,574 | | 40% | | 1,716 |
Other Regulatory Risks2023 NEO Compensation
Enhabit offers a relocation bonus to certain senior officers that are asked to relocate for business purposes. The ongoing evolutionCompany believes it is an effective recruitment tool for senior officers. Mr. Black received a $30,000 relocation bonus in 2023.
Benefits
Our NEOs are eligible for the same benefits offered to all eligible Enhabit employees.
Perquisite Practices
Enhabit does not have any perquisite plans or policies in place for its executive officers. We also do not provide tax payment reimbursements, gross ups, or any other tax payments to any of our executive officers.
Other Compensation Policies & Practices
Equity Ownership Guidelines for Management and Non-Employee Directors
To further align the healthcare delivery system, including alternative payment modelsinterests of our management and value-based purchasing initiatives, may significantly affectnon-employee directors with those of our businessstockholders, we have adopted equity ownership guidelines for executive management and resultsmembers of operations.
The healthcare industry faces regulatory uncertainty around attemptsour Board. Executive officers and non-employee directors have five years to improve outcomes and reduce costs, including coordinated care and integrated delivery payment models. In an integrated payment delivery model, hospitals, physicians, and other care providers are incentivized to coordinate healthcare on a more efficient, patient-centered basis. Providers are paid based on the overall value and quality, rather than the number, of services provided. While this is consistent with our goal and proven track record of being a high-quality, cost-effective provider, broad-based implementation ofreach their ownership level. As a new delivery payment model would disruptpublic company, each of our NEOs and non-employee directors currently satisfies the healthcare industry, which may have a significant impact on our business and results of operations.
In recent years, HHS has been studyingequity ownership guidelines or is within the feasibility of bundling, including conducting a voluntary, multi-year bundling pilot program to test and evaluate alternative payment methodologies. CMS’s voluntary BPCI Advanced initiative ran through December 31, 2023 and covers 29 types of inpatient and three types of outpatient clinical episodes, including stroke and hip fracture. Accordingly, reimbursement may be increased or decreased, compared to what would otherwise be due, based on whether the total Medicare expenditures and patient outcomes meet, exceed, or fall short of the targets.
Similarly, CMS has established several ACO programs, the largest of which is the Medicare Shared Savings Program (“MSSP”), a voluntary ACO program in which hospitals, physicians, and other care providers pursue the delivery of coordinated healthcare on a more efficient, patient-centered basis. Conceptually, ACOs receive a portion of any savings generated from care coordination as long as benchmarks for the quality of care are maintained. The ACO rules are extremely complex and remain subject to further refinement by CMS.
Additionally, as the number and types of bundling, direct contracting, and ACO models increase, the number of Medicare beneficiaries who are treated in these models increases. Our unwillingness or inability to participate in integrated delivery payment and other alternative payment models and the referral patterns of other providers participating in those models may limit our access to Medicare patients who would benefit from treatment by home health services. In an attempt to reduce costs, ACOs may seek to discourage referrals to post-acute care altogether. For further discussion of coordinated care and integrated delivery payment models and value-based purchasing initiatives, the associated challenges, and our efforts to respond to them, see Item 1, “Business—Our Industries and Opportunity—Emphasis on Value-Based Payment Models,” in this Annual Report.
Other legislative and regulatory initiatives and changes affecting the industry could adversely affect our business and results of operations.
In addition to the legislative and regulatory actions that directly affect our reimbursement rates or further the evolution of the current healthcare delivery system, other legislative and regulatory changes affect healthcare providers like us from time to time. For example, the 2010 Healthcare Reform Laws provide for the expansion of the federal Anti-Kickback Law and the FCA, likely increasing investigation and enforcement efforts in the healthcare industry generally. Changes include increased resources for enforcement, lowered burden of proof for the government in healthcare fraud matters, expanded definition of claims under the FCA, enhanced penalties, and increased rewards for relators in successful prosecutions. CMS may also suspend payment for claims prospectively if, in its opinion, credible allegations of fraud exist. The initial suspension period may be up to 180 days. However, the payment suspension period can be extended almost indefinitely iffive-year grace period. We expect
that each of our NEOs and non-employee directors who do not currently satisfy the matterguidelines will satisfy them prior to the expiration of the five-year grace period.Outlined in the table below are the ownership guidelines:
| | | | | | | | |
| Position | | Required Value of Equity Owned |
| Chief Executive Officer | | 5 times annual base salary |
| Executive Management (including NEOS other than CEO) | | 3 times annual base salary |
| Non-Employee Directors | | $375,000 |
Compensation Recoupment Policy
Effective December 1, 2023, in accordance with SEC and NYSE requirements, the Company adopted a new Incentive Compensation Recoupment Policy (the “Clawback Policy”), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under investigationthe securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the HHS-OIGamount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the DOJ. Anyattainment of one or more financial reporting measures.
The Clawback Policy does not condition such suspensionclawback on the fault of the executive officer, but the Company is not required to recoup amounts in limited circumstances set forth in the Clawback Policy where the Compensation Committee has made a determination that recovery would adversely affectbe impracticable. Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.
In addition to the Clawback policy, our Board has approved and adopted a senior management compensation recoupment policy (the “Supplemental Clawback Policy”). The Supplemental Clawback Policy provides that if the Board has determined, in its sole discretion, that any fraud, illegal conduct, intentional misconduct, or gross neglect by any officer was a significant contributing factor to our having to restate all or a portion of our financial position, results of operations, and cash flows.
Some states in which we operate have also undertaken, or are considering, healthcare reform initiatives that address similar issues. While many ofstatements, the stated goals of other federal and state reform initiatives are consistent with our own goal to provide high-quality and cost-effective care, legislation and regulatory proposals may lower reimbursements, increase the cost of compliance, decrease patient volumes, promote frivolous or baseless litigation, and otherwise adversely affect our business.
We cannot predict what legislative or regulatory reforms or changes, if any, will ultimately be enacted or the timing or effect any of those changes or reforms will have on us. If enacted, they may be challenging for all providers, and have the effect of limiting Medicare beneficiaries’ access to healthcare services, which could have a material adverse impact on our Net service revenue, financial position, results of operations, and cash flows. For additional discussion of healthcare reform and other factors affecting reimbursement for our services, see Item 1, “Business—Regulation—Sources of Revenue—Medicare Reimbursement,” in this Annual Report.
Compliance with the extensive laws and government regulations applicable to healthcare providers requires substantial time, effort, and expense, and if we fail to comply with them, we could suffer penalties or be required to make significant changes to our operations.
Healthcare providers are required to comply with extensive and complex laws and regulations at the federal, state, and local government levels. These laws and regulations relate to, among other things:Board may:
•licensure, certification, enrollments, and accreditation;require reimbursement of any incentive compensation paid to that officer,
•policies, at eithercause the nationalcancellation of that officer’s restricted or local level, delineating what conditions must be met to qualify for reimbursement under Medicare (also referred to as coverage requirements);
•codingdeferred stock awards and billing for services;
•relationships with physicians and other referral sources, including physician self-referral and anti-kickback laws;
•quality of medical care;
•use and maintenance of medical supplies and equipment;
•maintenance, security and privacy of patient information and medical records, including electronic health data and health system interoperability;
•minimum staffing;
•acquisition and dispensing of pharmaceuticals and controlled substances;outstanding stock options, and
•disposalrequire reimbursement of medicalany gains realized on the exercise of stock options attributable to incentive awards, if and hazardous waste.to the extent (i) the amount of that compensation was calculated based upon the achievement of the financial results that were subsequently reduced due to that restatement and (ii) the amount of compensation awarded to that officer had the financial results been properly reported would have been lower than the amount actually awarded.
InAdditionally, under the future, changesSupplemental Clawback Policy, if an officer is found to have committed fraud or engaged in these lawsintentional misconduct in the performance of his or regulationsher duties, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the Board determines the action caused substantial harm to the Company, the Board may, in its sole discretion, utilize the remedies described above.
Anti-Hedging and Pledging
The Company’s Insider Trading Policy prohibits the following transactions and positions for all employees, officers and directors, and their immediate family members:
•short sales of our securities
•hedging or monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts or similar arrangements with respect to Enhabit stock, including the manner in which they are enforced could subject our currentpurchase or past practices to allegationssale of improprietyputs or illegalitycalls or could require us to make changes in our equipment, personnel, services, capital expenditure programs, operating procedures, and contractual arrangements, as well as the way in which we deliver home health and hospice services. Those changes could also affect reimbursements as well as future compliance, training, and staffing costs.
Examples of regulatory changes that can affect our business, beyond direct changes to Medicare reimbursement rates, can be found from time to time in CMS’s annual rulemaking. For example, to implement the 2018 Budget Act, the final rule for the 2019 Hospice-PS amended the hospice regulations to permit physician assistants to serve as “attending physicians” for patients in addition to physicians and nurse practitioners. In addition, the use of sub-regulatory guidance, statistical sampling, and extrapolation by CMS, Medicare contractors, HHS-OIG, and DOJ to deny claims, expand enforcement claims, and advocateany other derivative instruments
•holding Enhabit stock in a margin account or pledging Enhabit stock as collateral for changes in reimbursement policy increases the risk that we could experience reduced revenue, suffer penalties, or be required to make significant changes to our operations.
Because Medicare payments comprise a significant portion of our Net service revenue, failure to comply with the laws and regulations governing the Medicare program and related matters, including anti-kickback and anti-fraud requirements,loan
could materiallySeverance Arrangements
To provide executives with additional certainty about their employment and adversely affect us. Settlementsas a retention tool for the Company, potential benefits are provided to our executives under our Executive Severance Plan and our Executive Change in Control Benefits Plan. In February 2023, the Compensation Committee adopted amendments to the Executive Severance Plan and the Executive Change in Control Benefits Plan that reduced the cash severance and health and welfare benefits payable thereunder, among other changes, to better align such benefits with peers’ severance benefits. The Compensation Committee determined that the benefits under these plans are reasonable, appropriate, and competitive with those of alleged violationsEnhabit’s healthcare provider peer group. As a condition to receipt of any payment or imposed reductionsbenefits under either plan, participating employees must enter into a restrictive covenant (noncompetition, nonsolicitation, nondisclosure, and nondisparagement) and release agreement. The duration of the restrictive covenants would be equal to the benefit continuation periods described below for each plan. As a matter of policy, payments under either plan do not include “gross ups” for taxes payable on amounts paid thereunder. Definitions of “cause,” “retirement,” “change in reimbursements, substantial damagescontrol,” and “good reason” are provided on page 32. The participants’ payout multipliers and benefit plan continuation periods under both plans are detailed in the table below.
| | | | | | | | | | | | | | |
| Named Executive Officer | | Severance Multiplier | | Benefit Plan
Continuation Period |
| Barbara A. Jacobsmeyer | | 2.5x | | 18 months |
Crissy B. Carlisle
Dylan C. Black
Julie D. Jolley
Tanya R. Marion | | 1.75x | | 12 months |
Executive Severance Plan
To help retain qualified executives whose employment is subject to termination under circumstances beyond their control, each of our NEOs is a participant in our Executive Severance Plan. Under the plan, if a participant’s employment is terminated by the participant for good reason or by the Company other remedies assessed against us could havethan for cause (as defined in the plan), then the participant is entitled to receive a material adversecash severance payment, health benefits, and the other benefits as described below, subject to the participant’s execution of an effective restrictive covenant and release agreement.
The cash severance payment is the annual base salary in effect on our business, financial position, resultsat the time of operations,termination multiplied by the applicable multiplier from the table above, plus any accrued obligations. This amount is to be paid in a lump sum within 60 days following the participant’s termination date. In addition, except in the event of termination for cause or resignation without good reason, the participant (and his or her dependents) would continue to be covered by all Enhabit medical, dental and cash flows. Evenvision insurance plans and programs, excluding disability, for the assertionapplicable period from the table above at the same cost sharing between the Company and the participant as a similarly situated active employee.
Amounts paid under the plan are in lieu of, and not in addition to, any other severance or termination payments under any other plan or agreement with Enhabit. As a condition to receipt of any payment under the plan, the participant must waive any entitlement to any other severance or termination payment.
Generally, in the event of a violation, depending on its nature, could haveparticipant’s termination without cause, or his or her resignation for good reason, a material adverse effect upon our stock price or reputation and could cost us significant time and expenseprorated portion of any then-unvested equity award that is subject only to defend.
time-based vesting will automatically vest. If any then-unvested equity award is performance-based, the participant would be entitled to a prorated portion of the award that would vest based on actual achievement of the performance objectives for the full performance period, as determined after the conclusion of such performance period by the Compensation Committee.
Executive Change in Control Benefits Plan
To help retain certain qualified executives, maintain a stable work environment, and encourage officers to act in the best interest of stockholders if presented with decisions regarding change in control transactions, each of our home health or hospice agencies fails to complyNEOs is a participant in our Executive Change in Control Benefits Plan.If a participant’s employment with the Medicare enrollment requirementsCompany is terminated during the pre-change in control period or conditions of participation, that agency could be subject to sanctions or terminated from the Medicare program.
Each of our home health and hospice agencies must comply with extensive enrollment requirements and conditions of participation for the Medicare program. Failure to comply with applicable certification requirements may make our agencies ineligible for Medicare or Medicaid reimbursement. A determination by a regulatory authority that an agency is not in compliance with applicable requirements could also lead to the assessment of fines or other penalties, loss of licensure, exclusion from participation in Medicare and Medicaid, and the imposition of requirements that the offending agency must take corrective action. In addition, Medicare or Medicaid may seek retroactive reimbursement from noncompliant providers or otherwise impose sanctions for noncompliance.
Non-governmental payors often have the right to terminate provider contracts if the provider loses its Medicare or Medicaid certification. Termination of one or more of our care centers from the Medicare program for failure to satisfy the program’s conditions of participation, or the imposition of alternative sanctions, could disrupt operations, require significant attention by management, or have a material adverse effect on our business and reputation and consolidated financial condition, results of operations, and cash flows.
Federal regulation may impair our ability to open new agencies or consummate acquisitions.
Changes in federal laws or regulations may materially adversely impact our ability to open de novo home health agencies or acquire home health agencies. For example, CMS has adopted a regulation known as the “36 Month Rule” that is applicable to home health agency acquisitions. Subject to certain exceptions, the 36 Month Rule prohibits buyers of certain home health agencies, those that either enrolled in Medicare or underwentwithin 24 months following a change in ownership within 36 months beforecontrol, either by the acquisitions, from assumingparticipant for good reason (as defined in the Medicare billing privileges ofplan) or by the acquired agency. Instead,Company without cause, then the acquired home health agencies must enroll as new providers with Medicare. CMS has recently extendedparticipant shall receive the 36 Month Rule to Medicare‑enrolled hospices as well. As a result, the 36 Month Rule may further increase competition for acquisition targets that are notpayments and benefits described below, subject to the ruleparticipant’s execution of an effective restrictive covenant and may cause significant Medicare billing delays forrelease agreement. Under this plan, participants are entitled to receive a lump sum severance payment equal to (i) the purchases of home health and hospice agencies that are subject to the rule.
Other Operational and Financial Risks
The proper function, availability, and security of our information systems are critical to our business, and failure to maintain them or to protect our data against unauthorized access could have a material adverse effect on our business, financial position, results of operations, and cash flows.
We are required to comply with HIPAA regulations regarding the privacy and security of protected health information, as well as state laws that focus on privacy, security, and notification requirements with regard to personal information. The HIPAA regulations impose significant requirements on providers and our third-party vendors with regard to how such protected health information may be used and disclosed. Further, the regulations include extensive and complex requirements for providers to establish reasonable and appropriate administrative, technical, and physical safeguards to ensure the confidentiality, integrity, and availability of protected health information. HIPAA directs the Secretary of HHS to periodically audit compliance by covered entities.
We are and will remain dependent on the proper function, availability, and security of our (and third parties’) information systems, including our electronic clinical information system. We expend capital to protect our information systems and the data maintained within those systems from security breaches, including cyber-attacks, email phishing schemes, malware, and ransomware, and we periodically test the adequacy of our security and disaster recovery measures. We have implemented administrative, technical, and physical controls to prevent unauthorized access to that data, which includes patient information and other sensitive information, but we routinely identify attempts to gain unauthorized access to our systems. We are likely to face attempted attacks in the future.
Given the rapidly evolving nature and proliferation of cyber threats, there can be no assurance our training and network security measures or other controls will detect, prevent, or remediate security or data breaches in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations. In recent years, several hospitals have reported being victims of ransomware attacks in which they lost access to their systems, includingsum
clinical systems, during the course of the attacks. There have been other recent significant incidentsparticipant’s highest annual base salary in the preceding three years plus the average of software vendor compromises. Threat actors continue to attempt to exploit commonly used softwareactual annual incentives for the prior three years (excluding years where the executive was not eligible, and services to gain remote access to a large number of their customers’ information systems. For example,using the target amount if the executive was not eligible in August 2021, Microsoft, our email exchange service provider, reported a vulnerability within its email exchange services which attackers can use to remotely bypass the access control list then elevate privileges.
A compromise of our network security measures or other controls, or those of businesses or vendors with whom we interact, which results in confidential information being accessed, obtained, damaged or used by unauthorized persons or unavailability of systems necessary to the operation of our business, could impact patient care, harm our reputation, and expose us to significant remedial costs as well as regulatory actions (fines and penalties) and claims from patients, financial institutions, regulatory and law enforcement agencies, and other persons, any of which could havethe preceding three years), multiplied by the applicable multiplier from the table above, plus (ii) a material adverse effect on our business, financial position, results of operations, and cash flows. A security breach, or threat thereof, could require that we expend significant resources to repair or improve our information systems and infrastructure and could distract management and other key personnel from performing their primary operational duties. Inprorated annual incentive award for any incomplete performance period (and, in the case of a material breach or cyber-attack,termination after the associated expenses and losses may exceed our current insurance coveragecompletion of the performance period but before payment of the earned award, an amount for such events. Some adverse consequences may not be insured, such as reputational harm and third-party business interruption. Failure to maintain proper function, security, or availability of our information systems or to protect our data against unauthorized access, or the failure of one or more of our key partners, vendors, or other counterparties to do these things, could have a material adverse effectcompleted period based on our business, financial position, results of operations, and cash flows.
If we are unable to provide a consistently high quality of care, our business will be adversely impacted.
Providing quality patient care is fundamental to our business. We believe hospitals, physicians and other referral sources refer patients to us in large part because of our reputation for delivering quality care. Clinical quality is becoming increasingly important within our industry. For example, Medicare imposes a financial penalty upon hospitals that have excessive rates of patient readmissions within 30 days from hospital discharge. We believe this regulation provides a competitive advantage to home health providers who can differentiate themselves based upon quality, particularly by achieving low patient acute care hospital readmission rates and by implementing disease management programs designed to be responsive to the needs of patients served by referring hospitals. If we fail to attain our goals regarding acute care hospital readmission rates and other quality metrics, we expect our ability to generate referrals to be adversely impacted, which could have a material adverse effect upon our business and consolidated financial condition, results of operations, and cash flows.
Additionally, Medicare has established consumer-facing websites, Home Health Compare and Hospice Compare, that present data regarding our performance on certain quality measures compared to state and national averages. Failure to achieve or exceed these averages may affect our ability to generate referrals, which could have a material adverse effect upon our business and consolidated financial condition, results of operations, and cash flows.
We face intense competition for patients from other healthcare providers.
We operate in the highly competitive and fragmented home health and hospice industries. Our primary competitors in home health services are two large insurance companies, a large public home health company, privately owned home health and hospice companies, and acute care hospitals with adjunct home health services. Some of these competitors have greater financial and other resources, advantages of scale and more established presences in their respective communities.
Competing companies may offer newer or different services from those we offer or have better relationships with referring physicians and may thereby attract patients who are presently, or would be candidates for, receiving our services. Other companies, including hospitals and other healthcare organizations that are not currently providing competing services, may expand their services to include home health, hospice care, or similar services. In several states in which we operate, a majority of the Medicare Advantage patients within the state are insured by two large managed care companies that either currently offer home health services or are actively pursuing the acquisition of a business that offers home health services. The managed care companies have substantial resources and existing relationships with customers, which may serve as a large patient base for their current or future home health services. Competition by these managed care companies in home health services may adversely affect our growth strategy of capturing greater Medicare Advantage volumes.
actual performance), plus (iii) any accrued obligations.In addition, except in the event of termination for cause or resignation without good reason, the participant and the participant’s dependents continue to be covered by all Enhabit medical, dental and vision insurance plans and programs, excluding disability, for the applicable period from time to time, there are efforts in states with certificate of need laws to weaken those laws, which could potentially increase competition in those states. Conversely, competitionthe table above at the same cost sharing between the Company and statutory procedural requirements in some CON states may inhibit our ability to expand our operations in those states. Forthe participant as a breakdown of the CON status of the states and territories in which we have operations, see Item 2, “similarly situated active employee.Properties,” in this Annual Report. There can be no
assurance current or future competition will not adversely affect our business, financial position, results of operations, or cash flows.
If we are unable to maintain or develop relationships with patient referral sources, our growth and profitability could be adversely affected.
Our success dependsa change in large part on referrals from physicians, hospitals, case managers and other patient referral sourcescontrol (as defined in the communities we serve. By law, referral sources cannot be contractually obligatedplan) of Enhabit were to refer patients to any specific provider. However, there can be no assurance that individuals willoccur, outstanding Enhabit equity awards would vest as follows: If (A) a replacement award is not attempt to steer patients to competing post‑acute providers or otherwise limit our access to potential referrals. The establishment of joint ventures or networks between referral sources, such as acute care hospitals, and other post-acute providers may hinder patient referrals to us. The growing emphasis on integrated care delivery across the healthcare continuum increases that risk.
We cannot provide assurance that we will be able to maintain our existing referral source relationships or that we will be able to develop and maintain new relationships in existing or new markets. Our loss of, or failure to maintain, existing relationships or our failure to develop new relationships could adversely affect our ability to grow our business and operate profitably.
Our business depends on the ability of our employees to travel via fleet vehicles or their personal vehicles, and our business operations may be impacted by rising costs of fuel and access to fleet vehicles.
Our employees drive to our patients using either company fleet vehicles or personal vehicles. For the company fleet vehicles, we reimburse our employees’ out-of-pocket expenses, including fuel cost, and we reimburse our employees using their personal vehicles for mileage pursuant to an established reimbursement methodology. Fluctuations in fuel prices affect our cost per visit and per patient day, and in an environment of increasing fuel prices, our cost per visit and per patient visit can increase due to factors beyond our control. If the costs associated with fuel, repair expenses, and new fleet vehicles continue to rise, our future operations and financial results may be adversely affected, and our profits and profit margins will likely be reduced.
Competition for staffing, shortages of qualified personnel or other factors may increase our staffing costs and reduce profitability.
Our operations are dependent on the efforts, abilities, and experience of our medical personnel, such as physical therapists, occupational therapists, speech pathologists, nurses, and other healthcare professionals. We compete with other healthcare providers in recruiting and retaining qualified personnel responsible for the daily operations of each of our locations. Our ability to attract and retain qualified personnel depends on several factors, including our ability to provide competitive wages and benefits. In some markets, the lack of availability of medical personnel is a significant operating issue facing all healthcare providers, including us. A shortage may require us to enhance wages and benefits to recruit and retain qualified personnel or to contract for more expensive temporary personnel. A failure to recruit and retain qualified medical personnel could cause the quality of our services to decline or constrain our ability to grow.
If our staffing costs increase, we may not experience reimbursement rate or pricing increases to offset these additional costs. Because a significant percentage of our revenues consists of fixed, prospective payments, our ability to pass along increased staffing costs is limited. In particular, if staffing costs continue to rise at an annual rate greater than the annual net impact of reimbursement rates from Medicare, as is expected to happen in 2024, or we experience a significant shift in our payor mix to lower rate payors such as Medicaid, our results of operations and cash flows will be adversely affected. Conversely, decreases in reimbursement revenues, such as with sequestration, may limit our ability to increase compensation or benefits to the extent necessary to retain key employees, increasing our turnover and associated costs.
We operate in a highly regulated industry in which healthcare providers are routinely subject to litigation, the outcome of which could have a material adverse effect on us.
We operate in a highly regulated industry in which healthcare providers are routinely subject to litigation. Various lawsuits, claims, and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. We are a defendant in a number of lawsuits, most of which are general and professional liability matters inherent in treating patients with medical conditions.
On any given day, we have thousands of care providers driving to and from the homes of patients where we provide services and administer care to individuals with a variety of serious, sometimes terminal, medical conditions. We cannot
predict the impact any claims arising out of the travel, the home visits or the care being provided (regardless of their ultimate outcomes) could have on our business or reputation or on our ability to attract and retain patients and employees.
Substantial damages, fines or other remedies assessed against us or agreed to in settlements could have a material adverse effect on our business, financial position, results of operations, and cash flows. Additionally, the costs of defending litigation and investigations, even if frivolous or non-meritorious, could be significant. We also cannot predict the adequacy of any reserves for such losses or recoveries from any insurance or re-insurance policies we maintain, and there can be no guarantee that our insurance policies cover all risks that our business may face.
Although we are currently restricted under the terms of our credit agreement, we may incur additional indebtedness in the future, and that debt or the associated increased leverage may have negative consequences for our business. The restrictive covenants included in the terms of our indebtedness could affect our ability to execute aspects of our business plan successfully.
We utilize a $400.0 million term loan A facility and a $220.0 million revolving credit facility for working capital purposes. Subject to specified limitations, the credit agreement governing this indebtedness generally restricts our ability to incur additional debt, other than additional draws on the revolving credit facility. Any additional debt we incur could exacerbate these risks.
Our indebtedness could have important consequences, including:
•limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy and other general corporate purposes;
•making us more vulnerable to unfavorable economic, industry and competitive conditions and government regulation by limiting our flexibility in planning for, and reacting to, changing conditions;
•placing us at a competitive disadvantage compared with competing providers that have less debt or better access to capital resources; and
•exposing us to risks inherent in interest rate fluctuations, which could result in higher interest expense, as discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Annual Report.
Changes in our business or other factors could prevent us from satisfying our obligations under our credit agreement or other future debt instruments. If we are unable to generate sufficient cash flow from operations to service our debt and any other cash payment obligations, we may have to refinance all or a portion of our debt, obtain additional financing, reduce expenditures, or sell assets we deem necessary to our business. We cannot assure these measures would be possible or any additional financing could be obtained. The credit agreement also includes customary remedies, including the right of the lenders to take action with respect to such outstanding award, or (B) a replacement award is provided with respect to such outstanding award, but the collateral securingparticipant resigns for good reason or is terminated without cause within 24 months following such change in control, then the indebtedness,outstanding awards would vest. Options or stock appreciation rights that vest under (B) would apply should we defaultremain exercisable until the earlier of two years following the termination or otherwise be unablethe original expiration date. With respect to satisfy our obligations under the credit agreement.
In addition, the various restrictive covenants in our credit agreements could also adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities. Further, we are required to maintain certain financial tests and ratios under the credit agreement. If we become concerned that we mayoutstanding performance-based awards, an award would not be considered a replacement award in compliancerespect thereof unless it is converted into a time-based award, with the number of units subject to such financial tests and ratios, we may seek to negotiate a waiver or amendmentreplacement award based on (x) the greater of the applicable covenant, as we didtarget value or actual performance at the time of the change in November 2023 when we entered intocontrol, if such change in control occurred on or before the last day of the performance period, or (y) actual performance, if such change in control occurred after the end of the performance period.
The Compensation Committee has the authority to settle an amendmentaward in cash or cash equivalents in an amount equal to the credit agreement. However, there can be no assurance we will be able to obtain such waiver or amendment on commercially acceptable terms or at all. Various risks, uncertainties and events beyond our control could affect our ability to complyexcess of the fair market value of shares of common stock underlying the award (as of a specified date associated with the covenants and financial tests and ratioschange in control transaction) over the credit agreement.
Failure to comply with anyexercise or base price (if any) of the covenants in our existing or future financing agreements could result in a default under those agreements and under any other agreements containing cross-default provisions. A default that occurs, and is not cured within any applicable cure period or is not waived, would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.
For additional discussion of our indebtedness, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in this Annual Report, and Note 8, Long-term Debt, to the accompanying consolidated financial statements.
A pandemic, public health catastrophe or other unforeseen event, including regional or global sociopolitical conflicts, war, terrorism, or other man-made or natural disasters, could materially impact our operations.
Our operations are vulnerable to disruption from the occurrence of pandemics, including COVID-19, and other public health catastrophes. For example, future federal, state, or local laws, regulations, orders or other governmental or regulatory actions addressing a pandemic or a future public health catastrophe, including without limitation vaccine mandates, shelter‑in-place orders, and other government-mandated business closures, could limit our ability to operate efficiently and adversely affect our financial condition, results of operations, and cash flows. A pandemic or a future public health catastrophe could also, among other things, exacerbate staffing shortages, increase our costs, decrease institutional referrals, reduce elective health care procedures, restrict in-home visits and visits in assisted living facilities, or reduce patient volumes. Because the majority of our patients have complex medical challenges, they may be more vulnerable than the general public during a pandemic or other public health catastrophe, and our employees are at greater risk of contracting contagious diseases due to their increased exposure to vulnerable patients. In addition, supply chain disruptions caused by a pandemic or a future public health catastrophe could increase our expenses for necessary equipment, pharmaceuticals, and medical supplies, including without limitation, personal protective equipment. All of these potential effects would have a negative impact on our business, financial condition, and operations results.
Other unforeseen events, including acts of violence, war, terrorism, and other international, regional, or local instability or conflicts (including labor issues), embargoes, or natural disasters such as earthquakes, hurricanes, tornadoes, and floods—whether occurring in the United States or abroad—could restrict or disrupt our operations. Among other undesirable effects, such events could cause volatility in global financial markets, the global supply chain, and the global credit and equity markets, and could cause our costs to increase. There can be no assurance that such events would not cause our business, financial condition, and operations results to suffer.
If we fail to implement and maintain effective internal control over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business, results of operations, financial condition, and stock price.
As a public company, we are required to document and test our internal control over financial reporting in order to satisfy the rules and regulations of the SEC, which require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm that addresses the effectiveness of internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As described below, we have identified material weaknesses in the past. Although they have been remediated as of December 31, 2023, there can be no assurance that similar, or new, internal control issues will not be identified in the future.
Management identified two material weaknesses in its internal control over financial reporting as of December 31, 2022. We did not design and maintain effective controls to (i) monitor and review the estimated recoverability of accounts receivable, including the impact of changes to our third-party payor mix and (ii) identify potential goodwill impairment triggering events, including the impact of changes to our third-party payor mix. These material weaknesses resulted in adjustments to our consolidated financial statements as of and for the year ended December 31, 2022 to Net service revenue, Accounts receivable, net of allowances, Goodwill, and Net loss.
During the quarter ended June 30, 2023, we identified an additional goodwill related material weakness. Specifically, we did not design and maintain effective controls over our determination of the carrying amount allocated to each reporting unit and the measurement of potential goodwill impairment. This material weakness resulted in an adjustment to our unaudited interim financial statements for the three and six months ended June 30, 2023 to Goodwillaward. and Net loss. See Item 9A, “Controls and Procedures,” in this Annual Report for additional information.
If we fail to implement and maintain effective internal control over financial reporting, our ability to record, process, summarize, and report financial information accurately, and to prepare the consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected. An inability to record, process, summarize, and report financial information accurately could cause our investors to lose confidence in our publicly reported information, cause the market price of our stock to decline, expose us to sanctions or investigations by the SEC or other regulatory authorities, or impact our financial condition and results of operations.
The carrying value of our Goodwill or other Intangible assets, net is subject to impairment testing andCompensation Committee may result in the incurrence of impairment charges and adversely impact our results of operations and financial condition.
As of December 31, 2023, we had Goodwill of $1.1 billion and Intangible assets, net of $80.0 million. The net carrying value of Goodwill representsalso cancel an award if the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date or subsequent impairment date, if applicable. The carrying value of Intangible assets, net represents the fair value of certificates of need, licenses, noncompete agreements, trade names, internal-use software, and other acquired intangibles as of the acquisition date or subsequent impairment date, if applicable, net of accumulated amortization, if applicable. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, and therefore must be evaluated by management at least annually for impairment or when events occur or circumstances change that could potentially reduce the fairmarket value of the reporting unitshares of common stock does not exceed the exercise or intangible asset. Amortized intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. For example, as a resultbase price (if any) of the quantitative impairment analysis performed, we recorded impairment charges totaling $85.8 millionaward.
Notable Executive Compensation Program Decisions in 2024
Base Salary: We have not increased base salaries for executive officers in 2024.
Annual Incentive - SMBP. Recognizing the importance of improved financial performance for the hospice reporting unit and $109.0 million forCompany in 2024, the home health reporting unit forCompensation Committee made the years ended December 31, 2023 and 2022, respectively. Impairments to Goodwill and other Intangible assets, net may also be caused by factors outside our control, such as increasing competitive pricing pressures, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples or changes in discount rates based on changes in cost of capital and interest rates.
As described above in the risk factor “If we fail to implement and maintain effective internal control over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business, results of operations, financial condition, and stock price,” we have identified material weaknesses related to Goodwill in the past, and although they have been remediated as of December 31, 2023, there can be no assurance that similar internal control issues will not be identified in the future.
Any additional impairment to goodwill or other intangible assets in future periods could adversely impact our results of operations and financial condition. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates,” and Item 9A, “Controls and Procedures,” in this Annual Report for additional information.
We may make investments or complete transactions that could expose us to unforeseen risks and liabilities. Further, we may not be able to successfully integrate acquisitions or realize the anticipated benefits of any acquisitions.
Historically, we selectively pursued strategic acquisitions of, and in some instances joint ventures with, other healthcare providers. Although our existing credit facility currently restricts acquisitions, they remain part of our long-term growth strategy. We may face limitations on our ability to identify sufficient acquisitions or other development targets and to complete those transactions to meet goals. In the home health industry, there is significant competition to acquire companies that have a large number of locations.
Any acquisitions, investments, and joint ventures that we complete involve numerous risks including:
•legal and regulatory limitations on our ability to complete such acquisitions, particularly those involving not‑for‑profit providers, on terms, timelines, and valuations reasonable to us;
•obtaining financing for acquisitions at a cost reasonable to us;
•difficulties integrating acquired operations, personnel, and information systems, and in realizing projected revenues, efficiencies, and cost savings, or returns on invested capital;
•entry into markets, businesses, or services in which we may have little or no experience;
•diversion of business resources or management’s attention from ongoing business operations; and
•exposure to undisclosed or unforeseen liabilities of acquired operations, including liabilities for failure to comply with healthcare laws and anti-trust considerations in specific markets, successor liability imposed by Medicare, and risks and liabilities related to previously compromised information systems.
We may face substantial difficulties, costs, and delays involved in the integration of acquired businesses. In some cases, the acquired business has itself grown through acquisitions, and there may be legacy systems, operating policies and procedures, and financial and administrative practices yet to be fully integrated. To the extent we are attempting to
integrate multiple businesses at the same time, we may not be able to do so as efficiently or effectively as we initially anticipate. The failure to successfully integrate on a timely basis any acquired business could have an adverse effect on our business, financial position, results of operations, and cash flows.
In addition, acquired businesses may not contribute to our revenues or earningsfollowing adjustments to the extent anticipated, and any expected synergies may not be realized. If the acquired businesses underperform, we may be required2024 SMBP to take an impairment charge. Failure to achieve the anticipated benefits could also divert management’s time and energy and could have an adverse effect onbetter align pay with our business,2024 financial position, results of operations, and cash flows.
Risks Related to Our Separation from Encompass.
We may not realize some or all of the anticipated strategic, financial, operational, marketing, or other anticipated benefits from our separation from Encompass, or the realization of such anticipated benefits may be delayed by a variety of circumstances outside of our control. In addition, the following risks exist following our separation from Encompass:
•We are a smaller and less diversified company with a narrower business focus and may be more vulnerable to changing market conditions than we were before the Separation.
•The Distribution was structured as a transaction that was generally tax-free to Encompass and its stockholders pursuant to Section 355 of the Internal Revenue Service Code (the “Code”), and it was supported by a favorable private letter ruling from the IRS and an opinion of outside counsel. If any of the facts, assumptions, representations, statements or undertakings underlying the private letter ruling or the opinion of counsel are, or become, inaccurate or incomplete, or if either Encompass or we breach any of the applicable representations or covenants contained in the Separation and Distribution Agreement and certain other agreements and documents or in any documents relating to the private letter ruling or the opinion of counsel, the private letter ruling or opinion of counsel may be invalid and the conclusions reached therein could be jeopardized, which could materially and adversely affect our business, financial condition, and results of operations.
•Notwithstanding receipt of an IRS private letter ruling and an opinion of counsel, there can be no assurance that the IRS will not assert that the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were to prevail with such a challenge, we could be subject to significant U.S. federal income tax liability and indemnification obligations under the Tax Matters Agreement entered into between Encompass and us in connection with the Separation.
•Although Encompass has agreed to indemnify us for certain liabilities after the Separation, third parties could also seek to hold us responsible for any of the liabilities that Encompass has agreed to retain, and there can be no assurance that an indemnity from Encompass will be sufficient to protect us against the full amount of such liabilities, or that Encompass will be able to fully satisfy its indemnification obligations in the future. Even if we ultimately succeed in recovering from Encompass any amounts for which we are held liable, we may temporarily bear these losses.goals:
•We may not be ablemaintained Adjusted EBITDA as a financial metric and the same Quality Scorecard sub-metrics but revised the weighting from 70% Adjusted EBITDA / 30% Quality Scorecard to resolve favorably any disputes that arise between us and Encompass relating to our ongoing relationship, including indemnification matters.80% / 20%, respectively.
•Our abilityWe added a maximum payout qualifier to engage in significant strategic transactions, which we have announced we are considering, and equity issuances may temporarilythe Quality Scorecard metric: target Adjusted EBITDA must be limited or restrictedachieved in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the Distribution. Even if the Distributionget a 200% payout, otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate level taxable gainmaximum is lowered to Encompass (and potential liability to us under our agreements with Encompass) under Section 355(e) of the Code if 50% or more, by vote or value, of shares of our stock or Encompass’s stock are acquired or issued as part of a plan or series of related transactions that includes the Distribution. The process for determining whether an acquisition or issuance triggering these provisions has occurred is complex and inherently factual. Any acquisitions or issuances of our stock or Encompass stock within the four-year period beginning on the date which is two years before the date of the Distribution generally are presumed to be part of such a plan, although we or Encompass, as applicable, may be able to rebut that presumption. Under the Tax Matters Agreement with Encompass, we generally are responsible for any taxes imposed on Encompass that arise from the failure of the Distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes, to the extent such failure to so qualify is attributable to actions, events or transactions relating to our stock, assets or business, or a breach of the relevant representations
or covenants made by us in the Tax Matters Agreement. On August 23, 2023, we announced a formal process to explore strategic alternatives for our business. Our Board is considering a range of options, including, among other things, a potential sale, merger or other strategic transaction. Certain transactions we are considering remain subject to additional conditions in the Tax Matters Agreement, including securing a tax opinion that such proposed transaction would not jeopardize the tax-free treatment of the Distribution and certain related transactions, satisfactory to Encompass in its sole and absolute discretion.
Each of these risks could negatively affect our business, financial positions, results of operations, and cash flows.
Risks Related to Strategic Alternatives and Industry Consolidation
There can be no assurance that our review of strategic alternatives will result in our pursuing any strategic transaction or that we will successfully consummate any particular strategic transaction on attractive terms or at all, and there may be negative impacts on our business and stock price as a result of the process of exploring strategic alternatives.
On August 23, 2023, we announced a formal process to explore strategic alternatives for our business. Our board of directors is considering a range of options, including, among other things, a potential sale, merger or other strategic transaction. We have not set a timetable for completion of this strategic review process, and our board of directors has not approved a definitive course of action. We do not intend to disclose developments or provide updates on the progress or status of the strategic alternatives review process until our board of directors deems further disclosure is appropriate or necessary. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly.
The process of continuing to evaluate our strategic alternatives may be costly, time-consuming, and complex, and we may incur significant legal, accounting, and advisory fees and other expenses, some of which may be incurred regardless of whether we identify or consummate a strategic transaction, and the attention of management and our board of directors could be diverted from our core business operations. Whether the process will result in any transaction, our ability to complete any transaction, and if our board of directors decides to pursue one or more transactions, will depend on numerous factors, some of which are beyond our control, including the interest of potential acquirers or strategic partners in a potential transaction, the value potential acquirers or strategic partners attribute to our business and its prospects, market conditions, interest rates and industry trends. Our stock price may be adversely affected if the evaluation does not result in a transaction or if one or more transactions are consummated on terms that stockholders view as unfavorable to us.
Our ability to consummate a strategic transaction also depends upon our ability to retain our employees. A material departure of employees, or the departure of certain key employees, may adversely impact our ability to attract strategic partners or the value we could command in a potential strategic transaction with such partners. Any strategic transaction may also increase our risk of litigation, require government approval, or result in a government investigation, even if no wrongdoing has occurred. The costs of defending litigation or responding to a government investigation could be significant and could adversely affect our ability to consummate a potential strategic transaction.
Consolidation in the healthcare industry and the actions of activist shareholders could materially affect our business, financial position, results of operations, and cash flows and our ability to operate as an independent entity.
The healthcare industry faces strong competition and consistent pressure to grow revenues while containing escalating costs. In recent periods, these aspects of our industry have caused some consolidation. We could become an acquisition target, which could disrupt our business or impact our ability to operate as an independent entity. Even the announcement that we were an acquisition target could materially impact our business, financial position, results of operations, and cash flows.
Additionally, our business could be negatively affected by the actions of activist shareholders, including without limitation by causing increased volatility in our share price. We value constructive input from investors and regularly engage in dialogue with our shareholders. But responding to actions by activist shareholders can be costly and time‑consuming and divert management’s attention from operations. Activist shareholder activity can create uncertainties as to our future direction and could lead to the perception of a change in the direction of our business or other instability. In such a case, our competitors or other activist shareholders could exploit these uncertainties and perceptions, which could have a material adverse impact on our business, financial position, results of operations, and cash flows.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of Enhabit, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions consistent with Delaware law that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
•rules regarding the number of votes of stockholders required to amend certain provisions of our amended and restated certificate of incorporation and approve a business combination;
•limitations on the ability of stockholders to call special meetings;
•the right of our board of directors to issue preferred stock without stockholder approval;
•rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; and
•the ability of our directors, and not stockholders, to fill vacancies on our board of directors.
In addition, because we have not elected to be exempt from Section 203 of the Delaware General Corporation Law, this provision could also delay or prevent a change of control. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock; or (iii) after our board of directors approves the business consideration, it is authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.
Furthermore, our board of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders may believe to be in their best interests or in which stockholders would have received a premium for their stock over the then-prevailing market price of the stock. For instance, subject to applicable law, a series of preferred stock may impede a business combination by including class voting rights, which would enable the holder or holders of such series to block a proposed transaction. Our board of directors will make any determination to issue shares of preferred stock based on its judgment as to our and our stockholders’ best interests.
Although we believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of Enhabit and its stockholders.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
We recognize the critical importance of maintaining the integrity, availability and security of our information systems. We take a holistic, multi-layered approach to addressing cybersecurity risks, supported by management, the Care, Compliance, and Cybersecurity Committee of our board of directors, and the full board of directors. Our board of directors has ultimate oversight of cybersecurity risk but has delegated to the Care, Compliance, and Cybersecurity Committee focused and pertinent oversight responsibilities as part of our enterprise risk management program.
We have structured our cybersecurity program around the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies, and processes to assess, identify and manage cybersecurity risks. Key components of our strategy include annual and ongoing security awareness
training for employees, advanced detection and monitoring systems, and robust incident response and containment. We actively monitor and investigate both internally discovered and externally reported issues that may compromise our information systems, permitting quick and decisive action when necessary. We also recognize the importance of securing third-party service providers and have implemented cybersecurity risk management protocols for such parties. For example, all vendors are required to complete our Ongoing Monitoring Assessment Questionnaire, and technology vendors are approved by our Architecture Review Committee.
The Company’s Chief Information Officer, who reports to our President and Chief Executive Officer, leverages more than a decade of experience in discharging his responsibility for developing and implementing our cybersecurity program. The Chief Information Officer leads a dedicated team of internal IT employees, along with multiple long-term third-party security vendors. Our board of directors, and the Care, Compliance, and Cybersecurity Committee of the board, supports our Chief Information Officer by bringing to bear members’ experience with information technology and management, including information technology strategy and risks associated with cybersecurity matters, as part of its oversight function.
The Chief Information Officer also serves on management’s Enterprise Risk Committee, along with our executive leadership team, the Chief Compliance Officer, and internal audit personnel. The Enterprise Risk Committee meets regularly during the year to assess various significant risks—including cybersecurity risks—and receives cybersecurity updates from the Chief Information Officer in connection with those assessments and with regard to the development and implementation of any risk mitigation plans. Our President and Chief Executive Officer presents the report of the Enterprise Risk Committee quarterly to the full board of directors.
Our Chief Information Officer provides quarterly reports on our cybersecurity program to the Care, Compliance, and Cybersecurity Committee and at least annually to our full board of directors. These reports include details and metrics on, among other things, our routine vulnerability assessments, internal and external threat intelligence, company-wide phishing exercises and training, device encryption, device patching, routine resilience efforts including quarterly disaster recovery exercises, tabletop incident response and business continuity exercises. The chairperson of the Care, Compliance, and Cybersecurity Committee briefs the full board of directors on such quarterly reports.
Our policies and procedures concerning cybersecurity matters apply to all employees. These policies and procedures address encryption standards, antivirus protection, remote access, multi-factor authentication, confidential information, and the use of the internet, social media, email and wireless devices.
We also maintain an inter-departmental privacy and security committee which oversees programs and initiatives seeking to protect and secure patient information as well as our data and information systems. This committee is responsible for our IT-security incident response plan and various training and awareness programs that promote patient privacy and system security practices by employees.
We have experienced threats to our data and systems, including malware and computer virus attacks from time to time. To our knowledge, these threats have not materially affected us, our business, financial position, results of operations or cash flows to date. Although no assurances can be given, we do not believe that such threats are reasonably likely to materially affect us in the future. For more information about the cybersecurity risks we face, see Item 1A, “Risk Factors—Other Operational and Financial Risks150%.”
Item 2. Properties.
We maintain our principal executive office at 6688 N. Central Expressway, Ste. 1300, Dallas, Texas 75206, the lease for which was renewed in March 2023 for an eleven-year term. See Note 6, Leases, to the accompanying consolidated financial statements for additional information about the renewal of the lease.Compensation Committee Report
In addition to our principal executive office, as of December 31, 2023, we leased through various consolidated entities 292 agency offices. Our home health and hospice locations are in the localities served by that business and are subject to relatively small space leases, primarily of 5,000 square feet or less. Those space leases are typically five years or less in term. Our principal executive office and other properties are suitable for their respective uses and are, in all material respects, adequate for our present needs.
The following table sets forth information regarding our home healthCompensation & Human Capital Committee reviewed and hospice locations as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | |
| State | | Home Health
Locations | | Hospice
Locations | | Total |
| Alabama+* | | 29 | | 27 | | 56 |
| Alaska | | 1 | | 1 | | 2 |
| Arizona | | 5 | | 1 | | 6 |
| Arkansas+* | | 3 | | 2 | | 5 |
| Colorado | | 6 | | 3 | | 9 |
| Connecticut | | 1 | | — | | 1 |
| Florida* | | 23 | | — | | 23 |
| Georgia+ | | 19 | | 4 | | 23 |
| Idaho | | 7 | | 6 | | 13 |
| Illinois | | 3 | | 1 | | 4 |
| Indiana | | 2 | | — | | 2 |
| Kansas | | 4 | | 2 | | 6 |
| Kentucky+* | | 3 | | — | | 3 |
| Louisiana | | 1 | | 2 | | 3 |
| Maryland+* | | 3 | | — | | 3 |
| Massachusetts | | 5 | | — | | 5 |
| Mississippi+ | | 9 | | 11 | | 20 |
| Missouri | | 1 | | 1 | | 2 |
| Montana+ | | 5 | | 5 | | 10 |
| Nevada | | 3 | | 1 | | 4 |
| New Mexico | | 5 | | 3 | | 8 |
| North Carolina+* | | 6 | | — | | 6 |
| Ohio | | 2 | | — | | 2 |
| Oklahoma | | 19 | | 2 | | 21 |
| Oregon | | 2 | | — | | 2 |
| Pennsylvania | | 3 | | 1 | | 4 |
| Rhode Island+* | | 1 | | — | | 1 |
| South Carolina+* | | 3 | | 1 | | 4 |
| Tennessee+* | | 7 | | 1 | | 8 |
| Texas | | 51 | | 23 | | 74 |
| Utah | | 6 | | 6 | | 12 |
| Virginia | | 11 | | 2 | | 13 |
| Washington+* | | 1 | | 1 | | 2 |
| Wyoming | | 5 | | 3 | | 8 |
| | 255 | | 110 | | 365 |
+ Home health certificate of need state.
* Hospice certificate of need state.
Item 3. Legal Proceedings.
We provide services indiscussed with management the highly regulated healthcare industry. In the ordinary course of our business, we are a party to various legal actions, proceedings, and claims as well as regulatory and other governmental audits and investigations. These matters could potentially subject us to sanctions, damages, recoupments, fines, and other penalties. Some of these matters have been material to us in the past, and others in the future may, either individually or in the aggregate, be material and adverse to our business, financial position, results of operations, and liquidity. We do not believe any of our pending legal proceedings are material to us, but there can be no assurance our assessment will not change based on future developments.
Additionally, the FCA allows relators to institute civil proceedings on behalf of the United States alleging violations of the FCA. These lawsuits, also known as “qui tam” actions, are common in the healthcare industry and can involve
significant monetary damages, fines, attorneys’ fees, and the award of bounties to the relators who successfully prosecute or bring these suits to the government. It is possible that qui tam lawsuits have been filed against us, which suits remain under seal, or that we are unaware of such filings or precluded by existing law or court order from discussing or disclosing the filing of such suits. For additional discussion regarding the FCA, see Item 1A, “Risk Factors—Risks Relating to Our Business—Other Regulatory Risks.”
Item 4. Mine Safety Disclosures.
Not applicable.
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
Our common stock is listed for trading on the New York Stock Exchange under the symbol “EHAB.”
Holders of Common Stock
As of the close of business on March 12, 2024, approximately 5,600 holders of record held our common stock. This number of holders of record does not represent the actual number of beneficial owners of our common stock because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners who have the right to vote their shares.
Dividend Policy
We have not declared or paid any cash dividends on our common stock and do not expect to pay cash dividends for the foreseeable future. Future decisions concerning the payment of dividends will depend upon our results of operations, financial condition, capital expenditure plans, and debt service requirements, as well as such other factors that our board of directors, in its sole discretion, may consider relevant.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
During the three months ended December 31, 2023, we purchased shares of our common stock as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Number of Shares Purchased (1) | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans | | Approximate Dollar Value of Shares that May Yet be Purchased under our Share Repurchase Plans |
| October 1 through October 31 | 12,076 | | | $ | 8.65 | | | — | | | — | |
| November 1 through November 30 | — | | | — | | | — | | | — | |
| December 1 through December 31 | — | | | — | | | — | | | — | |
| Total | 12,076 | | | $ | 8.65 | | | — | | | — | |
(1)Represents shares of common stock we repurchased in October 2023 to satisfy employee tax-withholding obligations in connections with the vesting of stock‑based compensation awards.
Securities Authorized for Issuance Under Equity Compensation Plans
Information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of stockholders.
Comparison of Total Stockholder Return
The following graph compares the cumulative total stockholder returns of Enhabit’s common stock with the cumulative total stockholder returns of the S&P 500 Index and the S&P Health Care Service Select Constituents Industry Index (the “S&P Health Care Service Index”). Data for the S&P 500 Index and S&P Health Care Service Constituents Index assume reinvestment of dividends. The graph assumes that $100 was invested at market close on July 1, 2022, which was the first day that our common stock began trading. The graph uses the closing market price on July 1, 2022 of $22.74 per share as the initial value of a share of our common stock.
This performance graph and other information furnished under this Comparison of Total Stockholder Return section shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Item 6. [ Reserved ]
Item 7. Management's Discussion and Analysis required by Item 402(b) of Financial ConditionRegulation S-K, and, Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section is designedbased upon such review and discussions, the Compensation and Human Capital Committee recommended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and other factorsBoard that may affect our future results. The following discussion should be read in conjunction with the consolidated financial statements and related notes that appear in Item 15,“Exhibit and Financial Statement Schedules,”in this Annual Report.
This discussion also contains forward-looking statements about our business, operations and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under the sections titled “Cautionary Note Regarding Forward-Looking Statements,” and Item 1A, “Risk Factors,”in this Annual Report.
For a comparison of our results of operations for the years ended December 31, 2022 to 2021, see Item 7,“Management'sCompensation Discussion and Analysis of Financial Condition and Results of Operations,” of ourbe included in this Amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in the Company’s proxy statement for its 2024 annual meeting of stockholders.
Compensation and Human Capital Committee
Yvonne M. Curl (Chairperson)
Erin P. Hoeflinger
Susan A. La Monica
L. Edward Shaw, Jr.
Executive Compensation Tables
The tables below shows the compensation of our NEOs. The information set forth below with respect to the period prior to the Separation is historical Encompass compensation. The historical Encompass compensation, which was approved by Encompass, has been provided by, or derived from information provided by, Encompass and reflects certain compensation from periods prior to the Separation based upon services performed during such periods.
Summary Compensation Table
The table below sets forth the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022, and 2021, as applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal
Position | | Year | | Salary
($) | | Bonus
($) | | Stock Awards
($)(1)(2) | | Option Awards
($)(3) | | Non-Equity Incentive Plan Compensation
($)(4) | | All Other
Compensation
($)(5) | | Total
($) |
| Barbara A. Jacobsmeyer | | 2023 | | 850,000 | | | — | | | 1,488,520 | | | 535,344 | | | 468,563 | | | 2,475 | | | 3,344,902 | |
| President and Chief Executive Officer | | 2022 | | 873,462 | | | — | | | 5,668,103 | | | 382,718 | | | 344,505 | | | 37,643 | | | 7,306,431 | |
| | 2021 | | 703,846 | | | — | | | 1,303,548 | | | 319,295 | | | 871,386 | | | 143,320 | | | 3,341,395 | |
| Crissy B. Carlisle | | 2023 | | 400,001 | | | — | | | 472,480 | | | — | | | 147,000 | | | 2,475 | | | 1,021,956 | |
| Chief Financial Officer | | 2022 | | 437,970 | | | — | | | 1,026,906 | | | — | | | 108,080 | | | 65,614 | | | 1,638,570 | |
| | 2021 | | 319,849 | | | — | | | 173,834 | | | — | | | 318,939 | | | 40,410 | | | 853,032 | |
| Dylan C. Black | | 2023 | | 329,809 | | | 30,000 | | | 330,771 | | | — | | | 128,626 | | | — | | | 819,205 | |
| General Counsel and Secretary | | | | | | | | | | | | | | | | |
| Julie D. Jolley | | 2023 | | 390,000 | | | — | | | 368,567 | | | — | | | 143,325 | | | 2,475 | | | 904,367 | |
| Executive Vice President, Home Health | | 2022 | | 382,491 | | | 152,495 | | | 811,574 | | | — | | | 105,378 | | | 2,288 | | | 1,454,226 | |
| | 2021 | | 318,893 | | | — | | | 353,385 | | | — | | | 225,019 | | | 2,822 | | | 900,119 | |
| Tanya R. Marion | | 2023 | | 350,002 | | | — | | | 248,082 | | | — | | | 91,875 | | | 2,475 | | | 692,434 | |
| Chief Human Resources Officer | | 2022 | | 323,078 | | | 30,000 | | | 499,726 | | | — | | | 67,550 | | | 2,288 | | | 922,642 | |
(1)Represents time-based restricted stock units, or “RSUs,” and performance-based restricted stock units, or “PSUs,” granted in 2023. Amounts are not an actual dollar amount received by our NEOs in fiscal year 2023, but instead represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC 718”), assuming the most probable outcome of the performance conditions as of the grant dates (i.e., target performance). With respect to PSUs, the grant date fair value, assuming maximum achievement of the applicable performance objectives, is as set forth in the “Maximum” column of the table set forth in footnote 2 below. All of the values in this column are consistent with the estimate of aggregate compensation expense to be recognized over the applicable vesting period, excluding any adjustment for forfeitures. The assumptions used in the valuations are discussed in Note 9, Stock-Based Payments, to the consolidated financial statements in our 2023 Form 10-K.
(2)The table and additional information below set forth the details of the stock awards to our NEOs in fiscal year 2023. All values in the table below are grant date values computed in accordance with ASC 718.
a.RSUs vest in three substantially equal annual installments beginning on the first anniversary of the date of grant.
b.For the PSU awards, the number of shares earned will be determined at the end of a three-year performance period based on the level of achievement of adjusted free cash flow per share (“FCFPS”) and relative total shareholder return (“rTSR”), weighted 80% and 20% respectively. The FCFPS metric is measured as an average of three, one-year performance periods: 2023, 2024, and 2025. The Compensation Committee will set the annual FCFPS goal for each year of the performance period at the start of such year. rTSR is measured over the full three-year performance period. Consistent with the requirements of ASC 718, the value of the PSUs displayed in the table below, at their minimum, target, and maximum levels, is based on one-third of the full number of shares for which the FCFPS goal was established in fiscal year 2023 and all of the shares for which the rTSR goal was establish in fiscal year 2023. The remaining portions of the 2023 FCFPS PSU award will be linked to FCFPS goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Components of 2023 Stock Awards |
| | Restricted Stock Units | | Performance-Based Restricted Stock Units |
| Name | | ($) | | Threshold
($) | | Target
($) | | Maximum
($) |
| Barbara A. Jacobsmeyer | | 535,515 | | 476,503 | | | 953,005 | | | 1,906,010 | |
| Crissy B. Carlisle | | 250,002 | | 111,239 | | | 222,478 | | | 444,955 | |
| Dylan C. Black | | 175,017 | | 77,877 | | | 155,754 | | | 311,508 | |
| Julie D. Jolley | | 195,029 | | 86,769 | | | 173,538 | | | 347,076 | |
| Tanya R. Marion | | 131,259 | | 58,412 | | | 116,823 | | | 233,647 | |
| | | | | | | | |
(3)The values of option awards listed in this column are the grant date fair values computed in accordance with ASC 718. All of the values in this column are consistent with the estimate of aggregate compensation expense to be recognized over the three-year vesting period, excluding any
adjustment for forfeitures. The assumptions used in the valuations are discussed in Note 9, Stock-Based Payments, to the consolidated financial statements in our 2023 Form 10-K.
(4)Represents amounts earned under the senior management bonus plan in the corresponding year but paid in the first quarter of the following year.
(5)The items reported in this column for 2023 are for the Company’s matching contribution to the Company’s 401(k) plan.
For an explanation of the amount of salary and annual incentive compensation in proportion to the total compensation of the NEOs, see the section entitled “NEO Target Total Direct Compensation for 2023” in the Compensation Discussion and Analysis.
Grants of Plan-Based Awards During 2023
The following table sets forth grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | All Other Stock
Awards: Number of
Shares of Stock or Units
(#) | | All Other
Option Awards: Number of
Securities Underlying
Options
(#) | | Exercise or
Base Price of Option Awards
($/SH) | | Grant Date
Fair Value of Stock and Option
Awards(3)
($) |
| | | | Date of
Board Approval of
Grant | | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | |
| Name | | Grant Date | | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | |
| Barbara A. Jacobsmeyer | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Incentive | | | | | | 446,250 | | | 892,500 | | | 1,785,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| PSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | 24,501 | | | 49,001 | | | 98,002 | | | — | | | — | | | — | | | 953,005 | |
| RSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 35,001 | | | — | | | — | | | 535,515 | |
| Stock options | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 64,113 | | | 15.30 | | | 535,344 | |
| Crissy B. Carlisle | | | | | | | | | | | | | | | | | | — | | | | | | | |
| Annual Incentive | | | | | | 140,000 | | | 280,001 | | | 560,001 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| PSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | 5,720 | | | 11,439 | | | 22,878 | | | — | | | — | | | — | | | 222,478 | |
| RSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 16,340 | | | — | | | — | | | 250,002 | |
| Dylan C. Black | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Incentive | | | | | | 122,500 | | | 245,000 | | | 490,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| PSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | 4,004 | | | 8,008 | | | 16,016 | | | — | | | — | | | — | | | 155,754 | |
| RSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 11,439 | | | — | | | — | | | 175,017 | |
| Julie D. Jolley | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Incentive | | | | | | 136,500 | | | 273,000 | | | 546,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| PSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | 4,462 | | | 8,923 | | | 17,846 | | | | | — | | | — | | | 173,538 | |
| RSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 12,747 | | | — | | | — | | | 195,029 | |
| Tanya R. Marion | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Incentive | | | | | | 87,500 | | | 175,001 | | | 350,002 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| PSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | 3,004 | | | 6,007 | | | 12,014 | | | — | | | — | | | — | | | 116,824 | |
| RSU | | 3/1/2023 | | 2/22/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 8,579 | | | — | | | — | | | 131,259 | |
(1)Represents the range of possible cash awards under the senior management bonus plan (the “SMBP”) as discussed under “Annual Incentives” beginning on page 18. Awards are dependent on results measured against pre-established performance goals. There is a threshold level of performance and the amounts shown in the “maximum” column are 200% of the target amount, which is the maximum possible award payout. Final payments under the SMBP were calculated and paid in the first quarter of 2024 by the Company and are reflected in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.” (2)Represents the range of possible awards of performance-based restricted stock units, or “PSUs” granted in 2023 under the 2022 Omnibus Performance Incentive Plan (the “Omnibus Plan”). The amounts shown in the “threshold” column are 50% of the target amount, and represents meeting threshold performance for the FCFPS and rTSR performance goals contained in the PSU. Awards could be as low as zero. The amounts shown in the “maximum” column are 200% of the target amount, which is the maximum possible award payout. The PSUs are described in footnote 2 of the Summary Compensation Table. ASC 718 requires the Company to account for only the portion of the award that is linked to FCFPS for which the applicable goal was established in 2023, as well the entire portion of the award that is linked to the rTSR for which the performance goals for the full three-year period were established in 2023. The remaining portions of the award are linked to FCFPS goals that will be established in subsequent fiscal years and will be reported in the Grant of Plan-Based Awards table for those fiscal years.
(3)Amounts are not an actual dollar amount received by our NEOs in fiscal year 2023, but instead represent the aggregate grant date fair value of the equity awards calculated in accordance with ASC 718.
Outstanding Equity Awards at December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards(1) | | Stock Awards |
| | Number of
Securities
Underlying
Unexercised
Options (#) | | Number of Securities
Underlying
Unexercised
Options (#) | | Option
Exercise Price ($) | | Option
Expiration Date | | Number of
Shares or
Units of
Stock That
Have Not Vested (#)(2) | | Market
Value of
Shares or
Units of
Stock That
Have Not Vested ($)(3) | | Equity Incentive
Plan Awards:
Number of
Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | | Equity Incentive
Plan Awards:
Market or
Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| Name | | Exercisable | | Unexercisable | | | | | | |
| Barbara A. Jacobsmeyer | | | | | | | | | | | | | | |
| | 19,204 | | | — | | | 17.13 | | | 2/24/2027 | | — | | | — | | | — | | | — | |
| | 29,948 | | | — | | | 21.83 | | | 3/1/2028 | | — | | | — | | | — | | | — | |
| | 35,091 | | | — | | | 25.88 | | | 3/1/2029 | | — | | | — | | | — | | | — | |
| | 42,459 | | | — | | | 31.06 | | | 3/2/2030 | | — | | | — | | | — | | | — | |
| | 27,310 | | | 13,655 | | | 32.62 | | | 3/2/2031 | | — | | | — | | | — | | | — | |
| | 18,185 | | | 36,377 | | | 26.94 | | | 3/1/2032 | | — | | | — | | | — | | | — | |
| | — | | | 64,113 | | | 15.30 | | | 3/1/2033 | | — | | | — | | | — | | | — | |
| | — | | | — | | | — | | | — | | | 289,925 | | | 3,000,724 | | | 105,001 | | | 1,086,760 | |
| Crissy B. Carlisle | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 53,573 | | | 554,481 | | | 24,510 | | | 253,679 | |
| Dylan C. Black | | | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 11,439 | | | 118,394 | | | 17,158 | | | 177,585 | |
| Julie D. Jolley | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 42,589 | | | 440,796 | | | 19,119 | | | 197,882 | |
| Tanya R. Marion | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 24,474 | | | 253,306 | | | 12,869 | | | 133,194 | |
| (1) Options vest in three equal annual installments beginning on the first anniversary of the grant date and the expiration date of each option occurs 10 years after the grant date. |
| (2) The amounts shown represent unvested RSAs and RSUs. Individual vesting dates are detailed below. |
| (3) The market value reported was calculated by multiplying the closing price of our common stock on the last trading day of 2023, $10.35, by the number of shares set forth in the preceding column. |
| (4) The amounts shown represent outstanding PSUs held by the NEOS. These PSUs vest March 1, 2026, following a three-year performance period from 2023-2024 and are represented at target performance. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | RSA Vestings after 12/31/2023 |
| Name | | 2/24/2024 | | 2/25/2024 | | 7/1/2024 | | 2/25/2025 | | 7/1/2025 | | 7/1/2026 |
| Barbara A Jacobsmeyer | | 3,239 | | 20,787 | | — | | | 20,788 | | 65,963 | | 65,964 | |
| Crissy B. Carlisle | | 691 | | 2,584 | | 5,497 | | 2,586 | | 10,994 | | — | |
| Julie D. Jolley | | 609 | | 2,068 | | 4,288 | | 2,068 | | 8,576 | | — | |
| Tanya R. Marion | | — | | | 1,164 | | 2,886 | | 1,166 | | | 5,772 | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | RSU Vestings after 12/31/2023 |
| Name | | 1/1/2024 | | 3/1/2024 | | 1/1/2025 | | 3/1/2025 | | 3/1/2026 |
| Barbara A Jacobsmeyer | | 37,334 | | | 11,667 | | | 40,849 | | | 11,667 | | | 11,667 | |
| Crissy B. Carlisle | | 3,985 | | | 5,446 | | | 10,896 | | | 5,446 | | | 5,448 | |
| Dylan C. Black | | — | | | 3,812 | | | — | | | 3,813 | | | 3,814 | |
| Julie D. Jolley | | 3,515 | | | 4,249 | | | 8,718 | | | 4,249 | | | 4,249 | |
| Tanya R. Marion | | — | | | 2,859 | | | 4,907 | | | 2,860 | | | 2,860 | |
Options Exercised and Stock Vested in 2023
The following table sets forth information regarding the exercise of options and the vesting of shares held by our NEOs in 2023.
| | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| Name | | Number of Shares Acquired on Exercise(1) (#) | Value Realized
on Exercise
($) | | Number of Shares Acquired on Vesting
(#) | Value Realized on Vesting ($)(2) |
| Barbara A. Jacobsmeyer | | | | | | |
| RSAs | | — | | — | | | 27,039 | 416,647 |
| RSUs | | — | | — | | | 24,341 | 320,328 |
| Crissy B. Carlisle | | | | | | |
| RSAs | | — | | — | | | 9,391 | 123,272 |
| RSUs | | — | | — | | | 2,503 | 32,939 | |
| Dylan C. Black | | | | | | |
| RSAs | | — | | — | | | — | | — | |
| RSUs | | — | | — | | | — | | — | |
| Julie D. Jolley | | | | | | |
| RSAs | | — | | — | | | 14,244 | 157,400 |
| RSUs | | — | | — | | | 2,294 | 30,189 |
| Tanya R. Marion | | | | | — | | — | |
| RSAs | | — | | — | | | 4,047 | | 51,045 | |
| RSUs | | — | | — | | | — | | — | |
| (1) No stock option exercises in 2023. |
| (2) The dollar amounts are based on the market value on the date of vesting. |
Potential Payments upon Termination or Change in Control
The following tables describe the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the NEOs would be entitled upon termination of employment by us without “cause,” by the executive for “good reason” or “retirement,” or due to death or “disability,” or in the event of a “change in control,” as such terms are defined in the applicable arrangements (as summarized below).
There are no payments or benefits due in the event of a termination of employment by us for cause. As previously discussed, our Change in Control Benefits Plan does not provide cash benefits unless there is an associated termination of employment. Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid can only be determined upon termination of employment. In the event an NEO breaches or violates the restrictive covenants contained in the awards under the Omnibus Plan, Executive Severance Plan, or the Executive Change in Control Benefits Plan certain of the amounts described below may be subject to forfeiture and/or repayment.
Additionally, the Executive Severance Plan and the Change in Control Benefits Plan provide that as a condition to receipt of any payment or benefits all participants must enter into a nonsolicitation, noncompete, nondisclosure, nondisparagement, and release agreement, which provides for: (1) full vesting of any unvested awards (other than options and SARs, which shall terminate and be forfeited) upon the participant's death or disability; and (2) prorated vesting (based on the number of full months from the grant date to the date of the participant's retirement) of any unvested awards (other than options and SARs, which shall terminate and be forfeited) upon the participant's retirement, in each case with any performance-based awards subject to the attainment of the applicable performance objectives (which may be waived or modified by the Compensation Committee as set forth in the Omnibus Plan).
For additional discussion of the material terms and conditions, including payment triggers, see “Severance Arrangements” beginning on page 24. An executive cannot receive termination benefits under more than one of the plans or arrangements identified below. The death, disability, and retirement benefits described below are governed by the terms of the awards under our Omnibus Plans. The following table assumes the listed triggering events occurred on December 31, 2023.
Table Illustrating Potential Payments upon Termination or Change in Control
The following tables provide information regarding the benefits to which each NEO would be entitled in the event of termination of such NEO’s employment with our Company under specified circumstances, including in connection with a change in control. Except as otherwise noted, the amounts shown (1) are estimates only, and (2) assume that (a) termination was effective as of December 29, 2023 (in which case we would anticipate giving credit for the full calendar year for purposes of any proration calculations) and (b) in the case of a change in control, replacement awards are provided and the NEO terminates for “good reason” or is involuntarily terminated without cause immediately following the change in control. These amounts are based on the NYSE closing price of our common stock on December 29, 2023, which was $10.35. This table does not include the value of pro-rated annual incentive awards under the SMBP for the year of termination, as such awards would be deemed to have been earned by their terms as of the last business day of the fiscal year.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Triggering Event |
| Name | | Element of Severance | | Without Cause or For Good Reason (no Change in Control) | | Disability | | Death | | Retirement(1) | | Without Cause or For Good Reason (in Connection with Change in Control) |
Barbara A.
Jacobsmeyer | | Cash Severance(2) | | $2,125,000 | | - | | - | | - | | $3,552,618 |
| Health & Welfare Benefits(3) | | $23,685 | | - | | - | | - | | $23,685 |
| Acceleration of Unvested Equity Awards(4) | | $1,879,149 | | $4,087,484 | | $4,087,484 | | $1,879,149 | | $4,087,484 |
| Total | | $4,027,834 | | $4,087,484 | | $4,087,484 | | $1,879,149 | | $7,663,787 |
Crissy B.
Carlisle | | Cash Severance(2) | | $700,002 | | - | | - | | - | | $1,017,346 | |
| Health & Welfare Benefits(3) | | $15,790 | | - | | - | | - | | $15,790 |
| Acceleration of Unvested Equity Awards(4) | | $333,624 | | $808,159 | | $808,159 | | $333,624 | | $808,159 |
| Total | | $1,049,416 | | $808,159 | | $808,159 | | $333,624 | | $1,841,295 |
Julie D.
Jolley | | Cash Severance(2) | | $682,500 | | - | | - | | - | | $947,423 |
| Health & Welfare Benefits(3) | | $15,510 | | - | | - | | - | | $15,510 |
| Acceleration of Unvested Equity Awards(4) | | $266,940 | | $638,678 | | $638,678 | | $266,940 | | $638,678 |
| Total | | $964,950 | | $638,678 | | $638,678 | | $266,940 | | $1,601,611 |
Dylan C.
Black | | Cash Severance(2) | | $612,500 | | - | | - | | - | | $1,041,250 |
| Health & Welfare Benefits(3) | | $15,266 | | - | | - | | - | | $15,266 |
| Acceleration of Unvested Equity Awards(4) | | $73,995 | | $295,979 | | $295,979 | | $73,995 | | $295,979 |
| Total | | $701,761 | | $295,979 | | $295,979 | | $73,995 | | $1,352,495 |
Tanya R.
Marion | | Cash Severance(2) | | $612,504 | | - | | - | | - | | $730,716 |
| Health & Welfare Benefits(3) | | $15,790 | | - | | - | | - | | $15,790 |
| Acceleration of Unvested Equity Awards(4) | | $143,587 | | $386,500 | | $386,500 | | $143,587 | | $386,500 |
| Total | | $771,881 | | $386,500 | | $386,500 | | $143,587 | | $1,133,006 | |
(1) None of our NEOs are currently retirement eligible, but amounts reflected in the foregoing table assume the executive is retirement eligible.
(2) “Without Cause or For Good Reason (no Change in Control)” amount equals 2.50x (CEO) or 1.75x (other NEOs) of base salary and “Without Cause or For Good Reason (in Connection with Change in Control)” amount equals 2.50x (CEO) or 1.75x (Other NEOs) base salary plus average actual bonus (based on prior 3 years).
(3) Amount equals 18 months (CEO) or 12 months (other NEOs) of monthly employer-paid benefit.
(4) Amount in the “Without Cause or For Good Reason (no Change in Control)” column represents the value of accelerated equity awards as provided under the Executive Severance Plan; amounts in “Disability,” “Death,” and “Retirement” columns represent the value of accelerated equity awards as provided under the Omnibus Plan; and amount in the “Without Cause or For Good Reason (in Connection with Change in Control)” column represents the value of accelerated equity awards as provided under the Change in Control Benefits Plan (in each case, assuming target level of performance for any performance-based awards).
Definitions
“Cause,” as defined the Executive Severance Plan and Change in Control Benefits Plan and unless otherwise set forth in an individual agreement, means, in general terms:
(i)the Company’s procurement of evidence of the participant’s act of fraud, misappropriation, or embezzlement with respect to the Company or any of its subsidiaries;
(ii)the Participant’s indictment for, conviction of, or plea of guilty or no contest to, any misdemeanor involving moral turpitude or any felony (other than a minor traffic violation);
(iii)the suspension or debarment of the participant or of the Company or its affiliates from participation in any Federal or state health care program as a result of any willful or grossly negligent act or omission of the participant in connection with his or her employment with the Company or any of its subsidiaries;
(iv)the participant’s admission, or a finding by a court or the SEC (or a similar state agency), of liability for the violation of any securities laws, other than those that are noncriminal;
(v)a formal indication that the participant is a target or the subject of any investigation or proceeding into the actions or inactions of the participant for a violation of any securities laws (other than those that are noncriminal);
(vi)the participant’s failure after reasonable prior written notice from the Company or any of its subsidiaries to comply with any valid and legal directive of the Chief Executive Officer of the Company or the Board that is not remedied within 30) days of the participant being provided written notice thereof from the Company;
(vii)any willful or gross misconduct by the participant in connection with the participant’s duties to the Company that could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or its affiliates; or
(viii)other than as provided in clauses (i) through (vii) above, the participant’s breach of any material provision of any employment agreement or other material agreement with the Company, if applicable, or the participant’s breach of or failure to perform the material duties and responsibilities of the participant’s job, that is not remedied within 30 days or repeated breaches of a similar nature.
“Change in Control” (as defined in the Change in Control Benefits Plan), means, in general terms:
(i)the acquisition by any person or group of beneficial ownership of 30% or more of either the then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding voting securities subject to certain exceptions; or
(ii)during any 24 month period, the individuals who at the beginning of such period constituted the Board, or the “Incumbent Board,” cease for any reason to constitute at least a majority of the Board (any person becoming a director in the future whose election, or nomination for election, was approved by a vote of at least a majority of the directors then constituting the Incumbent Board shall be considered as though such person were a member of the Incumbent Board); or
(iii)the consummation of a merger or consolidation of the Company with or into another person or the merger of another person with or into the Company, or the sale of all or substantially all the assets of the Company to another person, other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the combined voting power immediately prior to such transaction own at least a majority of the combined voting power immediately after such transaction and (B) in the case of an asset sale, each transferee is owned by holders of securities that represented at least a majority of the combined voting power immediately prior to such sale; or
(iv)a liquidation or dissolution of the Company or the adoption of a plan of liquidation or dissolution of the Company.
“Good Reason,” as defined in the Executive Severance Plan, means, in general terms and subject to an applicable notice and cure period:
(i)assignment of a position that is of a lesser rank than held by the participant prior to the assignment and that results in a material adverse change in such participant’s reporting position, duties or responsibilities or title or elected or appointed offices as in effect immediately prior to the effective date of such change;
(ii) a material reduction in such participant’s “total compensation” from that in effect immediately prior to the effective date of such reduction, where “total compensation” means the sum of base salary, target bonus opportunity and the opportunity to receive compensation in the form of equity in the Company, subject to certain exceptions; or
(iii)any change of more than 50 miles in the location of the principal place of employment of such participant immediately prior to the effective date of such change.
The Good Reason definition in the Change in Control Benefits Plan is substantially the same as the definition set forth above, provided that such definition also includes as triggers: (1) in the case of an executive officer of the Company, ceasing to be an executive officer of a company with securities registered under the Exchange Act and (2) any change in a participant’s status as a Tier 1 or Tier 2 participant under such plan to a status that provides a lower benefit under such plan during the applicable change in control protection period.
“Retirement” means the voluntary termination of employment by a participant after attaining (a) age 65 or (b) in the event that the participant, as defined in the Omnibus Plan, been employed for 10 or more years on the date of termination, age 60.
CEO Pay Ratio
SEC regulations require that we provide a comparison of the annual total compensation of Barb Jacobsmeyer, our President and Chief Executive Officer in 2023, to the annual total compensation of our median employee. For purposes of providing the comparison in accordance with SEC regulations, we identified a “median employee” and compared Ms. Jacobsmeyer’s annual total compensation to that of the median employee for our last completed fiscal year, 2023.
•Ms. Jacobsmeyer’s annual total compensation was $3,344,902.
•Our median employee’s annual total compensation was $55,994.
•The ratio of Ms. Jacobsmeyer’s annual total compensation to our median employee’s annual total compensation was approximately 60:1.
As of December 31, 2023, we employed over 10,800 employees. We identified the median employee in 2023 by ranking the total compensation based on W-2 Box 1 “Wages, Tips and Other Compensation” amounts for all employees, excluding Ms. Jacobsmeyer, who were employed by the Company on December 31, 2023. We annualized compensation for all permanent employees who joined the Company during 2023. Annual total compensation for the median employee is calculated in the same manner as the amount set forth in the “Total” column in the Summary Compensation Table. We believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with the applicable SEC regulations.
The composition of our workforce greatly impacts this ratio. Approximately 28% of our workforce consists of employees working less than full-time, which is a common employment arrangement in the healthcare services sector. Flexible staffing arrangements that fit employees’ needs allow us to attract and retain well-qualified employees. However, in accordance with applicable rules, we did not make any full-time equivalent adjustments for any such employees.
Because other companies may use different methodologies to identify their median employees, the pay ratio set forth above may not be comparable to the pay ratios used by other companies.
2022 Omnibus Performance Incentive Plan
Our stockholders approved the Omnibus Plan to permit the grant of stock options, restricted stock, stock appreciation rights, deferred stock, other stock-based awards and cash-settled awards, including our SMBP awards, to our directors, executives and other key employees as determined by our Board or Compensation and Human Capital Committee in accordance with the terms of the plan and evidenced by an award agreement with each participant. The Omnibus Plan has an expiration date of July 1, 2032. Any awards under the Omnibus Plan must have a purchase price or an exercise price not less than the fair market value of such shares of common stock on the date of grant.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation & Human Capital Committee is an officer or employee of the Company. None of our current executive officers serves or has served as a member of the Board or compensation committee of any other company that had one or more executive officers serving as a member of our Board or Compensation & Human Capital Committee.
During 2023 the following directors severed on our Compensation & Human Capital Committee: Yvonne M. Curl, Erin P. Hoeflinger, Susan A. La Monica and L. Edward Shaw, Jr.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding the beneficial ownership of our common stock as of April 15, 2024 by (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, (2) each of our directors, (3) each of our named executive officers, and (4) all of our directors and executive officers as a group. Percentage of ownership is based on 50,155,782 shares of common stock outstanding as of April 15, 2024.
| | | | | | | | | | | | | | |
| Name | | Common Shares
Beneficially
Owned(1) | | Percent of Class |
| Greater Than 5% Beneficial Owners | | | | |
| BlackRock, Inc. | | 8,094,739 | | (2) | 16.1% |
| The Vanguard Group | | 5,706,087 | | (3) | 11.4% |
| Deerfield Mgmt, L.P. | | 4,997,746 | | (4) | 10.0% |
| | | | |
Non-Employee Directors(6) | | | | |
| Leo I. Higdon, Jr., Chairperson | | 37,702 | | (5) | * |
| Jeffrey W. Bolton | | 32,299 | | | * |
| Tina L. Brown-Stevenson | | 22,347 | | | * |
| Yvonne M. Curl | | 30,310 | | | * |
| Charles M. Elson | | 34,771 | | | * |
| Erin P. Hoeflinger | | 28,399 | | | * |
| Susan A. La Monica | | 35,797 | | | * |
| John E. Maupin, Jr. | | 30,092 | | | * |
| Stuart M. McGuigan | | 14,599 | | | * |
| Gregory S. Rush | | 29,299 | | | * |
| Barry P. Schochet | | 21,924 | | | * |
| L. Edward Shaw, Jr. | | 51,691 | | | * |
Named Executive Officers(6) | | | | |
| Barbara A. Jacobsmeyer | | 643,182 | | (7) | 1.3% |
| Crissy B. Carlisle | | 88,342 | | | * |
| Dylan C. Black | | 25,471 | | | * |
| Julie D. Jolley | | 71,429 | | | * |
| Tanya R. Marion | | 44,375 | | | * |
| All directors and executive officers as a group (19 total) | | 1,310,222 | | (5)(7) | 2.6% |
* Less than 1%.
(1)According to the rules adopted by the SEC, a person is a beneficial owner of securities if the person or entity has or shares the power to vote them or to direct their investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of an option, warrant or right, conversion of a security or otherwise. Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power, with respect to all shares of stock listed as owned by that person.
(2)Based on a Schedule 13G/A filed with the SEC on April 14, 2023.
Overview
We are a leading provider of home health and hospice services in the United States. We strive to provide superior, cost-effective care where patients prefer it: in their homes. For over twenty years, we have provided care in the low-cost home setting while achieving high-quality clinical outcomes. Over that time, we have grown to become the fourth-largest provider of home health services and a leading provider of hospice services nationally, measured by 2022 Medicare revenues. AsJanuary 22, 2024, BlackRock, Inc. (parent holding company/control person) reported, as of December 31, 2023, beneficial ownership of 8,094,739 shares, with sole voting power for 7,956,961 shares and sole investment power for 8,094,739 shares. This holder is located at 50 Hudson Yards, New York, NY 10001
(3)Based on a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group (investment adviser) reported, as of December 31, 2023, beneficial ownership of 5,706,087 shares, with shared voting power for 31,940 shares, sole investment power for 5,632,412 shares, and shared investment power for 73,645 shares. This holder is located at 100 Vanguard Blvd., Malvern, PA 19355.
(4)Based on a Schedule 13G/A filed with the SEC on February 12, 2024, Deerfield Mgmt, L.P. (parent holding company/control person) reported, as of December 31, 2023, beneficial ownership of 4,997,746 shares, with shared voting and investment power for 4,997,746 shares. This holder is located at 345 Park Avenue South, 12th Floor, New York, NY 10010.
(5)Includes 7,926 shares indirectly beneficially owned in a family trust.
(6)The address of our footprint comprised 255 home healthdirectors and 110 hospice locations across 34 states.executive officers is c/o Enhabit, Inc., 6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206.
(7)Includes 172,197 shares issuable upon exercise of options.
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2023, information concerning compensation plans under which our securities are authorized for issuance. The table does not reflect grants, awards, exercises, terminations, or expirations since that date. All share amounts and exercise prices have been adjusted to reflect stock splits that occurred after the date on which any particular underlying plan was adopted, to the extent applicable.
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) |
| | (a)(#) | | (b)($) | | (c)(#) |
| Equity compensation plans approved by security holders | | 1,425,308 | | | 24.44 | | 4,843,604 | |
| Equity compensation plans not approved by security holders | | — | | | — | | — | |
| Total | | 1,425,308 | | | 24.44 | | 4,843,604 | |
(1) Includes shares of our common stock to be issued under PSUs outstanding under the Omnibus Plan assuming we meet the target performance goals for the applicable three-year performance period.
(2) Represents the weighted-average exercise price of outstanding stock options only and excludes PSU and RSU awards because those awards do not have an exercise price.
(3) Represents the number of securities available for future issuance under the Omnibus Plan (which permits the grant of many types of awards, including awards other than options, warrants and rights).
Item 13. Certain Relationships and Related Transactions, and Director Independence
Review and Approval of Transactions with Related Persons
All related party transactions must be approved in accordance with our Related Party Transactions Policy. As defined in our Related Party Transaction Policy, a “related party” is any executive officer, Board member, or director nominee; any immediate family member of an executive officer, Board member, or director nominee; or any beneficial owner of more than 5% of any class of the Company’s voting securities. A related party transaction is a transaction or relationship in which the Company or any of its subsidiaries is a participant, and any related party has or will have a direct or indirect interest. Pursuant to our Related Party Transaction Policy, the Board has determined that certain transactions do not constitute related party transactions. These include:
•compensation of the executive officers and Board members, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business;
•any transaction involving indemnification or advancement of expenses made pursuant to the Company’s certificate of incorporation, bylaws, or an agreement approved by the Board;
•any transaction with another firm, corporation or entity at which a related party’s only relationship is as an employee of such other firm, corporation or entity, provided the aggregate amount involved does not exceed the greater of $1 million or 1% of such other company’s annual consolidated gross revenues;
•any transaction with another firm, corporation or entity at which a related party’s only relationship is as a director or as the owner together with any other related party of less than a ten percent equity or limited partnership interest in the entity (and none of such related parties serves as a general partner);
•any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party; and
•any transaction involving a related party where the rates or charges involved are determined by competitive bids.
Each director, director nominee and executive officer is responsible for providing prompt written notice to the General Counsel of any potential related party transaction. If the General Counsel determines that the proposed transaction is a related party transaction, it is submitted to the Nominating & Corporate Governance Committee (the “Committee”) for review and approval. The Committee may determine either to permit the related party transaction or prohibit it, if such transaction is inconsistent with the interests of the Company and its stockholders. The Committee considers, among other matters, whether a transaction between a related party and the Company presents any inappropriate conflicts of interest or impairs the “independence” of an outside director, or both. Any member of the Committee who has an interest in the transaction under discussion must abstain from voting on the approval of the related party transaction. In addition, the Committee or its chairperson may determine that a related party transaction should be brought before the Board, and the Board may in any case elect to review any such matter.
Since the beginning of our last fiscal year, there have been no related party transactions between the Company and a related party that would be reportable under SEC rules or regulations.
Director Independence
The NYSE listing standards require that the Company have a majority of independent directors and provide that no director will qualify as “independent” for these purposes unless the Board affirmatively determines that the director has no material relationship with the Company. Additionally, the listing standards set forth a list of relationships and transactions that would prevent a finding of independence if a director or an immediate family member of that director were a party. Other than Ms. Jacobsmeyer, our President and CEO, the Board is entirely independent.
On an annual basis, the Board undertakes a review of the independence of the directors. In accordance with the NYSE listing standards, we do not consider a director to be independent unless the Board determines (i) the director meets all NYSE independence requirements and (ii) the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Members of the Audit, Compensation & Human Capital, and Nominating & Corporate Governance Committees must also meet applicable independence tests of the NYSE and the SEC. In connection with this determination, each director and executive officer completes a questionnaire which requires disclosure of, among other topics: any transactions or relationships between any director or any member of his or her immediate family and the Company and its subsidiaries, affiliates, our independent
Our operations are principally managed on a services basis and include two operating segments for financial reporting purposes: (1) home health; and (2) hospice. For additional information about our business and reportable segments, see Item 1, “Business,” Item 1A, “Risk Factors,”“—Segment Results of Operations,” and Note 14, Segment Reporting,registered public accounting firm or any advisors to the accompanying consolidated financial statements in this Annual Report.Compensation & Human Capital Committee; any transactions or relationships between any director or any member of his or her immediate family and members of the senior management of the Company or their affiliates; and any charitable contributions to not-for-profit organizations for which our directors or immediate family members serve as executive officers.
Factors Affecting Our Performance
There are a number of factorsBoard has determined that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include:
Pricing
Generally, the pricing we receive for our services is based on reimbursement rates from payors. Because we derive a substantial portionall 12 of our non-employee directors are independent in accordance with our Corporate Governance Guidelines and the NYSE listing standards. All of the members of the Audit, Compensation & Human Capital, Nominating & Corporate Governance, and Care, Compliance & Cybersecurity Committees satisfy those independence tests.
Net
Item 14. Principal Accountant Fees and Services
Pre-Approval of Principal Accountant Services
The Audit & Finance Committee is responsible for the appointment, oversight, and evaluation of our independent registered public accounting firm. In accordance with our Audit & Finance Committee’s charter, our Audit & Finance Committee must approve, in advance of the service, revenue fromall audit and permissible non-audit services provided by our independent registered public accounting firm. Our independent registered public accounting firm may not be retained to perform the Medicare program,non-audit services specified in Section 10A(g) of the Securities Exchange Act of 1934, as amended. The Audit & Finance Committee has concluded that provision of the non-audit services described in that section is not compatible with maintaining the independence of PricewaterhouseCoopers LLP.
The Audit & Finance Committee has established a policy regarding pre-approval of audit and permissible non-audit services provided by our results of operations are heavily impacted by changes in Medicare reimbursement rates.
Medicare reimbursement rates are subject to change annually, with the potential for more sweeping changes from time to time as a result of Congressional or state legislation. See Item 1, “Business,” and Item 1A, “Risk Factors,”and “—Segment Results of Operations,” in this Annual Report,independent registered public accounting firm, as well as Note 14, Segment Reporting,all engagement fees and terms for our independent registered public accounting firm. Under the policy, the Audit & Finance Committee must approve the services to be rendered and fees to be charged by our independent registered public accounting firm. Typically, the Audit & Finance Committee approves services up to a specific amount of fees. The Audit & Finance Committee must then approve, in advance, any services or fees exceeding those pre-approved levels. The Audit & Finance Committee has delegated general pre-approval authority of up to $30,000 to the accompanying consolidated financial statements.Audit & Finance Committee chairperson.
We are also impacted by changes in reimbursement rates by other payors,
Principal Accountant Fees and in particular, Medicare Advantage plans. See Item 1, “Business—Sources of Revenue,” for a table identifyingServices
With respect to the sources and relative payor mix of our revenues.
Sequestration resumed as of April 1, 2022 and resulted in a 1% payment reduction through June 30, 2022. Thereafter, the full 2% Medicare payment reduction resumed. Additional Medicare payment reductions are also possible under the Statutory PAYGO. Statutory PAYGO requires, among other things, that mandatory spending and revenue legislation not increase the federal budget deficit over a five- or ten-year period. If the OMB finds there is a deficit, Statutory PAYGO requires OMB to order sequestration of Medicare. During the second session of the 117th Congress, the PAYGO cuts required in 2023 and 2024 were delayed until 2025.
Volume
The volume of services we provide has a significant impact on our Net service revenue. Various factors, including competition and increasing regulatory and administrative burdens, impact our ability to maintain and grow our home health and hospice volumes. In any particular market, we may encounter competition from local or national entities with longer operating histories or other competitive advantages. Aggressive payment review practices by Medicare contractors, aggressive enforcement of regulatory policies by government agencies, and restrictive or burdensome rules, regulations, or statutes governing admissions practices may lead us not to accept patients who would be appropriate for, and would benefit from, the services we provide.
We expect the United States’ aging population will continue to increase long-term demandaudits for the services we provide, which we believe will help us grow our home health and hospice volumes. While we treat patients of all ages, most of our patients are 65 and older, and, due to the increasingly aging U.S. population, the number of Medicare enrollees is expected to continue to grow approximately 3% per year. More specifically, the average age of our home health patients and hospice patients is approximately 75 and 80, respectively. We believe the growing percentage of seniors experiencing chronic conditions will result in higher utilization of home health services in the future as patients require more care to support these conditions.
Due to the continued national enrollment increases in Medicare Advantage plans by Medicare beneficiaries, we expect the volume of third-party payors to shift and evolve. For example, in the yearyears ended December 31, 2023 and 2022, Medicare Advantage patients accountedthe Audit & Finance Committee approved the audit services to be performed by PricewaterhouseCoopers LLP, as well as certain categories and types of audit-related and permitted non-audit services. In 2023 and 2022, the Audit & Finance Committee approved all audit, audit-related, and other fees in accordance with SEC pre-approval rules. The following table shows the aggregate fees paid or accrued for 14.2% of our revenue as compared to 19.0%professional services rendered by PricewaterhouseCoopers LLP for the yearyears ended December 31, 2023.2023 and 2022, with respect to various services provided to us and our subsidiaries.
| | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Year Ended December 31, |
| | 2023 | | 2022 |
| | (In Millions) | | (In Millions) |
| Audit fees | | $ | 2.3 | | | $ | 1.8 | |
| Audit-related fees | | — | | | — | |
| Total audit and audit-related fees | | 2.3 | | | 1.8 | |
| Tax fees | | — | | | — | |
| All other fees | | — | | | — | |
| Total fees | | $ | 2.3 | | | $ | 1.8 | |
In addition to organic growth, our strategy includes volume growth through de novo location openings and strategic acquisitions. See Item 1, “
Business—Our Strategy.”
Efficiency
Cost and operating efficiencies impact the profitability of the patient care services we provide. We use a number of strategies to drive cost and operating efficiencies within our business. We target markets for expansion and growth that
PART IV
allow us to leverage our existing operations to create operating efficiencies through scale
Item 15. Exhibits and density. We also leverage technology to create operating and supply chain efficiencies throughout our organization. See Item 1, “Business—Our Competitive Strengths,” for further discussionFinancial Statement Schedules
The following Exhibits are filed as part of the ways we seek to reduce costs while improving patient outcomes.this report as required by Regulation S-K.
Impact of Inflation | | | | | | | | | | | | | | |
Exhibit Number | | Exhibit Description |
| | | | |
| | | | |
| | | | |
| | |
| | |
| | |
| | | | |
| | |
| | |
| 101.INS† | | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| | | | |
| 101.SCH† | | Inline XBRL Taxonomy Extension Schema Document. |
| | | | |
| 101.CAL† | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | | |
| 101.DEF† | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | | | |
| 101.LAB† | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | | | |
| 101.PRE† | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| | | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
Inflation has impacted us primarily with respect to our labor costs. The healthcare industry is labor intensive, and wages, and other expenses, may increase during periods of inflation, or when labor shortages occur in the marketplace. There can be no guarantee we will not experience increases in the cost of labor, as the need for clinical healthcare professionals is growing. In addition, increases in healthcare costs are typically higher than inflation and, as such, would impact our costs under employee benefit plans. Managing these costs remains a significant challenge and priority for us.
Suppliers may pass along rising costs to us in the form of higher prices. In addition, we have experienced higher prices for our medical supplies as a result of the pandemic (as defined below) and other factors. Our supply chain efforts and our continual focus on monitoring and actively managing medical supplies and pharmaceutical costs have enabled us to mitigate the effect of increased pricing related to supplies and other operating expenses over the past few years. However, we cannot predict the magnitude of future cost increases.
We have little or no ability to pass on these increased costs associated with providing service to Medicare and Medicaid patients due to federal and state laws that establish fixed reimbursement rates through the annual Medicare reimbursement rate updates for home health and hospice. Additionally, we have little or no ability to pass on these increased costs associated with providing service to Medicare Advantage and other third-party payor patients due to contractually negotiated rates.
Recruiting and Retaining High-Quality Personnel
Recruiting and retaining qualified personnel, including management, for our home health and hospice agencies remains a high priority for us. We attempt to maintain a comprehensive compensation and benefits package to compete in the current challenging staffing environment.
Our Separation from EncompassAs a result of our separation from Encompass, certain items may impact the comparability of our historical results and future performance. Specifically, we have incurred additional expenses as a result of being a separate public company. For more information on the Separation, see Item 1, “Business—History.” † Submitted electronically herewith.
COVID-19 Pandemic Impact on Our Results of Operations
In response to the COVID-19 outbreak and ensuing pandemic (the “pandemic”), Congress and CMS adopted several statutory and regulatory measures intended to provide relief to healthcare providers in order to ensure patients would continue to have adequate access to care. The suspension of sequestration under the CARES Act and the 2021 Budget Act positively impacted our home health and hospice revenues by $15.6 million and $4.2 million, respectively, for the year ended December 31, 2021. Sequestration resumed in full on July 1, 2022. The resumption of sequestration negatively impacted our home health and hospice revenues by $10.1 million and $2.4 million, respectively, for the year ended December 31, 2022.
The lasting impact of the pandemic remains unknown and difficult to predict. For discussion of the financial and operational impacts we have experienced as a result of the pandemic, see the sections titled Item 1, “Business,” Item 1A, “Risk Factors,” “—Results of Operations,” and “—Segment Results of Operations.”
Results of Operations
Our consolidated results of operations for the years ended December 31, 2023, 2022, and 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, | | Percentage Change |
| 2023 | | 2022 | | 2021 | | 2023 vs 2022 | | 2022 vs 2021 |
| (in Millions) | | | | |
| Net service revenue | $ | 1,046.3 | | | $ | 1,071.1 | | | $ | 1,106.6 | | | (2.3) | % | | (3.2) | % |
| Cost of service, excluding depreciation and amortization | 535.6 | | | 525.6 | | | 513.9 | | | 1.9 | % | | 2.3 | % |
| Gross margin, excluding depreciation and amortization | 510.7 | | | 545.5 | | | 592.7 | | | (6.4) | % | | (8.0) | % |
| General and administrative expenses | 441.6 | | | 414.9 | | | 412.9 | | | 6.4 | % | | 0.5 | % |
| Depreciation and amortization | 30.9 | | | 33.0 | | | 36.9 | | | (6.4) | % | | (10.6) | % |
| Impairment of goodwill | 85.8 | | | 109.0 | | | — | | | (21.3) | % | | N/A |
| Operating (loss) income | (47.6) | | | (11.4) | | | 142.9 | | | 317.5 | % | | (108.0) | % |
| Interest expense and amortization of debt discounts and fees | 43.0 | | | 15.0 | | | 0.3 | | | 186.7 | % | | 4900.0 | % |
| Equity in net income of nonconsolidated affiliates | — | | | — | | | (0.6) | | | N/A | | (100.0) | % |
| Other income | (0.2) | | | (0.9) | | | (4.8) | | | (77.8) | % | | (81.3) | % |
| (Loss) income before income taxes and noncontrolling interests | (90.4) | | | (25.5) | | | 148.0 | | | 254.5 | % | | (117.2) | % |
| Income tax (benefit) expense | (11.4) | | | 12.8 | | | 35.1 | | | (189.1) | % | | (63.5) | % |
| Net (loss) income | (79.0) | | | (38.3) | | | 112.9 | | | 106.3 | % | | (133.9) | % |
| Less: Net income attributable to noncontrolling interests | 1.5 | | | 2.1 | | | 1.8 | | | (28.6) | % | | 16.7 | % |
| Net (loss) income attributable to Enhabit, Inc. | $ | (80.5) | | | $ | (40.4) | | | $ | 111.1 | | | 99.3 | % | | (136.4) | % |
The following table sets forth our consolidated results as a percentage of Net service revenue: | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cost of service, excluding depreciation and amortization | 51.2 | % | | 49.1 | % | | 46.4 | % |
| General and administrative expenses | 42.2 | % | | 38.7 | % | | 37.3 | % |
| Depreciation and amortization | 3.0 | % | | 3.1 | % | | 3.3 | % |
| Interest expense | 4.1 | % | | 1.4 | % | | — | % |
| | | | | |
Net Service Revenue
Our Net service revenue decreased for the year ended December 31, 2023 as compared to December 31, 2022 primarily due to the continued shift to more non-episodic patients in home health and the resumption of sequestration. These effects were partially offset by improved pricing of Payor Innovation contracts. See “—Segment Results of Operations.”
Cost of Service, Excluding Depreciation and AmortizationAppendix A
Cost of service, excluding depreciation and amortization represents the cost of operating our business, which primarily consists of payroll and related benefits, travel, supplies, including pharmacy for hospice patients, and rental cost for our locations.
Cost of service, excluding depreciation and amortization increased for the year ended December 31, 2023 as compared to December 31, 2022 due to an increase in labor costs, primarily as a result of annual merit and market increases and implementation of the case management staffing model in hospice, partially offset by a reduction in contract labor. See “—Segment Results of Operations.”
General and Administrative Expenses
General and administrative expenses increased for the year ended December 31, 2023 as compared to
December 31, 2022 primarily dueReconciliations of Non-GAAP Financial Measures to incremental costs associated with being a stand-alone company, investments in talent acquisition, and annual merit increases.
Depreciation and Amortization
Depreciation and amortization decreased for the year ended December 31, 2023 as compared to December 31, 2022 due to a number of intangible assets, vehicles, and internal-use software reaching the end of their useful lives in 2022. As we invest in technology and fleet vehicles in future periods, we anticipate our Depreciation and amortization costs will increase.
Impairment of Goodwill
Impairment of goodwill for the year ended December 31, 2023 resulted from an impairment charge to reduce the carrying value of our hospice reporting unit to its fair value. Impairment of goodwill for the year ended December 31, 2022 resulted from an impairment charge to reduce the carrying value of our home health reporting unit to its fair value. See Note 7, Goodwill and Other Intangible Assets, Net, to the accompanying consolidated financial statements for additional information.
Interest Expense and Amortization of Debt Discounts and Fees
The increase in Interest expense and amortization of debt discounts and fees for the year ended December 31, 2023 as compared to December 31, 2022 primarily was due to interest payments on outstanding borrowings for the full year of 2023 as compared to only the last six months of 2022 due to the Separation, as well as rising interest rates and a larger SOFR spread due to increased leverage year over year. See “—Liquidity and Capital Resources.”
Income Tax (Benefit) Expense
Our effective tax rate in 2023 was 12.6% compared to an effective tax rate of (50.2)% in 2022. In 2023, the effective tax rate was impacted by the goodwill impairment in our hospice reporting unit, a significant portion of which was a permanent book-tax difference. The effective tax rate in 2022 was impacted by the goodwill impairment in our home health reporting unit and a deferred tax adjustment related to the Separation. See also Note 1, Summary of Significant Accounting Policies—Basis of Presentation and Consolidation, and Note 11, Income Taxes, to the accompanying consolidated financial statements, and “—Critical Accounting Estimates.”
Adjusted EBITDAGAAP Results
Adjusted EBITDA is a non-GAAP measure of our financial performance. Management believes Adjusted EBITDA assists investors in comparing our operating performance across operating periods on a consistent basis by excluding items we do not believe are indicative of our operating performance.
We calculate Adjusted EBITDA as Net (loss) income adjusted to exclude (1) income tax (benefit) expense, (2) interest expense and amortization of debt discounts and fees, (3) depreciation and amortization, (4) gains or losses on disposal or impairment of assets or goodwill, (5) stock‑based compensation, (6) net income attributable to noncontrolling interest, (7) unusual or nonrecurring items not typical of ongoing operations, and (8) gain on consolidation of joint venture formerly accounted for under the equity method of accounting.
Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States of America (“GAAP”), and the items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Therefore, Adjusted EBITDA should not be considered a substitute for Net (loss) income.income. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Revenues and expenses are measured in accordance with the policies and procedures described in Note 1, Summary of Significant Accounting Policies,, to the accompanying consolidated financial statements.statements accompanying the 2023 Form 10-K.
Reconciliation of Net (loss) Income to Adjusted EBITDA
| | | | | | |
| | For the Year Ended December 31, |
| | 2023 |
| | (In Millions) |
| Net loss | | $ | (79.0) | |
| Impairment of goodwill | | 85.8 | |
| Interest expense | | 43.0 | |
| Depreciation and amortization | | 30.9 | |
Unusual or nonrecurring items that are not typical of ongoing operations(1) | | 21.2 | |
| Income tax (benefit) expense | | (11.4) | |
| | |
| | |
| Stock-based compensation | | 8.9 | |
| Net income attributable to noncontrolling interests | | (1.5) | |
| (Gain) loss on disposal or impairment of assets | | (0.3) | |
| | |
| | |
| | |
| | |
| | |
| Stock-based compensation included in overhead allocation | | — | |
| | |
| | |
| | |
| | |
| Adjusted EBITDA | | $ | 97.6 | |
The following table reconciles Reconciliation of Net (loss) income Cash Provided by Operating Activities to Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021 (in millions): | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Net (loss) income | | $ | (79.0) | | | $ | (38.3) | | | $ | 112.9 | |
| Impairment of goodwill | | 85.8 | | | 109.0 | | | — | |
| Interest expense | | 43.0 | | | 15.0 | | | 0.3 | |
| Depreciation and amortization | | 30.9 | | | 33.0 | | | 36.9 | |
Unusual or nonrecurring items not typical of ongoing operations(1) | | 21.2 | | | 9.5 | | | 11.9 | |
| Income tax (benefit) expense | | (11.4) | | | 12.8 | | | 35.1 | |
| Stock-based compensation | | 8.9 | | | 9.2 | | | 3.6 | |
| Net income attributable to noncontrolling interest | | (1.5) | | | (2.1) | | | (1.8) | |
| (Gain) loss on disposal or impairment of assets | | (0.3) | | | 0.1 | | | (0.8) | |
| Stock-based compensation included in overhead allocation | | — | | | 1.1 | | | 2.3 | |
| Gain on consolidation of joint venture formerly accounted for under the equity method of accounting | | — | | | — | | | (3.2) | |
| | | | | | |
| Adjusted EBITDA | | $ | 97.6 | | | $ | 149.3 | | | $ | 197.2 | |
The following table reconciles Net cash provided by operating activities to Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021 (in millions): | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Net cash provided by operating activities | | $ | 48.4 | | | $ | 80.1 | | | $ | 123.3 | |
| Interest expense excluding amortization of debt discounts and fees | | 40.9 | | | 15.0 | | | 0.3 | |
| | | | | | |
Unusual or nonrecurring items not typical of ongoing operations(1) | | 21.2 | | | 9.5 | | | 11.9 | |
| Change in assets and liabilities, excluding derivative instruments | | (11.9) | | | 29.2 | | | 32.8 | |
| Net income attributable to noncontrolling interests in continuing operations | | (1.5) | | | (2.1) | | | (1.8) | |
| Other | | 0.3 | | | (0.6) | | | 1.6 | |
| Current portion of income tax (benefit) expense | | 0.2 | | | 17.1 | | | 26.5 | |
| Equity in net income of nonconsolidated affiliates | | — | | | — | | | 0.6 | |
| Distributions from nonconsolidated affiliates | | — | | | — | | | (0.3) | |
| Stock-based compensation included in overhead allocation | | — | | | 1.1 | | | 2.3 | |
| Adjusted EBITDA | | $ | 97.6 | | | $ | 149.3 | | | $ | 197.2 | |
| | | | | | |
| | For the Year Ended December 31, |
| | 2023 |
| | (In Millions) |
| Net cash provided by operating activities | | $ | 48.4 | |
| | |
| Interest expense excluding amortization of debt discounts and fees | | 40.9 | |
| | |
Unusual or nonrecurring items not typical of ongoing operations(1) | | 21.2 | |
| | |
| Change in assets and liabilities, excluding derivative instruments | | (11.9) | |
| Net income attributable to noncontrolling interests in continuing operations | | (1.5) | |
| Other | | 0.3 | |
| | |
| | |
| | |
| | |
| | |
| | |
| Current portion of income tax (benefit) expense | | 0.2 | |
| Stock-based compensation included in overhead allocation | | — | |
| | |
| Adjusted EBITDA | | $ | 97.6 | |
(1) Unusual or nonrecurring items in 2023 include costs associated with nonroutine(i) certain third-party, nonrecurring litigation restructuring activities, one-time standalone transition costs, shareholder activismfees related to a lawsuit in which the Company is a plaintiff, styled Enhabit, Inc. et al. v. Nautic Partners IX, L.P., et al. and pending in the Chancery Court of Delaware, and in which the Company has asserted claims for breach of fiduciary duty, aiding and abetting, and usurpation of corporate opportunity arising from actions involving its former officers; (ii) third-party legal and advisory fees related to the strategic review process; in 2022, they include one-time standalone(iii) transition costs and costs associated with nonroutine litigation.
For additional information, see “—Results of Operations” and “—Segment Results of Operations.”
Segment Results of Operations
Our segment and consolidated Net service revenue for the years ended December 31, 2023, 2022, and 2021 is provided in the table below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | % of Consolidated Revenue | | 2022 | | % of Consolidated Revenue | | 2021 | | % of Consolidated Revenue |
| (In Millions) |
| Home health segment net service revenue | $ | 850.1 | | | 81.2 | % | | $ | 877.1 | | | 81.9 | % | | $ | 897.3 | | | 81.1 | % |
| Hospice segment net service revenue | 196.2 | | | 18.8 | % | | 194.0 | | | 18.1 | % | | 209.3 | | | 18.9 | % |
| Consolidated net service revenue | $ | 1,046.3 | | | 100.0 | % | | $ | 1,071.1 | | | 100.0 | % | | $ | 1,106.6 | | | 100.0 | % |
For the year ended December 31, 2023, our Net service revenue decreased 2.3% over 2022 due to the continued shift to more non-episodic patients in home health and the resumption of sequestration. These effects were partially offset by improved pricing of Payor Innovation contracts. See “—Results of Operations.”
For additional information regarding our business segments, including a detailed description of the services we provide, financial data for each segment, and a reconciliation of total adjusted earnings before interest, taxes, depreciation, and amortization (“Segment Adjusted EBITDA”) to (Loss) income before income taxes and noncontrolling interests, see Note 14, Segment Reporting, to the accompanying consolidated financial statements.
Home Health
During the years ended December 31, 2023, 2022, and 2021, our home health segment derived its Net service revenue from the following payor sources: | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Medicare | 65.6 | % | | 73.8 | % | | 78.2 | % |
| Medicare Advantage | 23.4 | % | | 17.3 | % | | 13.1 | % |
| Managed care | 9.5 | % | | 7.3 | % | | 6.9 | % |
| Medicaid | 1.4 | % | | 1.4 | % | | 1.6 | % |
| Other | 0.1 | % | | 0.2 | % | | 0.2 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % |
The decline in Medicare revenue as a percentage of our home health Net service revenue and corresponding increase in Medicare Advantage revenue is primarily the result of continued national enrollment increases in Medicare Advantage plans by Medicare beneficiaries.
Additional information regarding our home health segment’s operating results for the years ended December 31, 2023, 2022, and 2021 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, | | Percentage Change |
| 2023 | | 2022 | | 2021 | | 2023 vs. 2022 | | 2022 vs. 2021 |
| (In Millions, Except Percentage Change) |
| Net service revenue: | | | | | | | | | |
| Episodic | $ | 661.2 | | | $ | 738.0 | | | $ | 781.5 | | | (10.4) | % | | (5.6) | % |
| Non-episodic | 179.2 | | | 128.0 | | | 102.0 | | | 40.0 | % | | 25.5 | % |
Private duty(1) | 9.7 | | | 11.1 | | | 13.8 | | | (12.6) | % | | (19.6) | % |
| Home health segment revenue | 850.1 | | | 877.1 | | | 897.3 | | | (3.1) | % | | (2.3) | % |
| Cost of service, excluding depreciation and amortization | 439.0 | | | 435.5 | | | 423.5 | | | 0.8 | % | | 2.8 | % |
| Gross margin, excluding depreciation and amortization | 411.1 | | | 441.6 | | | 473.8 | | | (6.9) | % | | (6.8) | % |
| General and administrative expenses | 240.6 | | | 238.5 | | | 244.2 | | | 0.9 | % | | (2.3) | % |
| Other income | (0.2) | | | (0.9) | | | (1.6) | | | (77.8) | % | | (43.8) | % |
| Equity earnings and noncontrolling interests | 1.4 | | | 1.8 | | | 1.1 | | | (22.2) | % | | 63.6 | % |
Home Health Segment Adjusted EBITDA(a) | $ | 169.3 | | | $ | 202.2 | | | $ | 230.1 | | | (16.3) | % | | (12.1) | % |
(1) Private duty represents long-term comprehensive hourly nursing medical care.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended
December 31, | | Percentage Change |
| |
| 2023 | | 2022 | | 2021 | | 2023 vs. 2022 | | 2022 vs. 2021 |
| (Actual Amounts) |
| Episodic: | | | | | | | | | |
| Admissions | 130,393 | | | 145,136 | | | 155,357 | | | (10.2) | % | | (6.6) | % |
| Recertifications | 93,601 | | | 102,901 | | | 111,394 | | | (9.0) | % | | (7.6) | % |
| Completed episodes | 222,227 | | | 246,448 | | | 264,581 | | | (9.8) | % | | (6.9) | % |
| Visits | 3,255,471 | | | 3,664,389 | | | 4,071,600 | | | (11.2) | % | | (10.0) | % |
| Revenue per episode | $ | 2,975 | | | $ | 2,995 | | | $ | 2,954 | | | (0.7) | % | | 1.4 | % |
| Non-Episodic: | | | | | | | | | |
| Admissions | 77,055 | | | 57,359 | | | 45,269 | | | 34.3 | % | | 26.7 | % |
| Recertifications | 36,279 | | | 26,071 | | | 19,865 | | | 39.2 | % | | 31.2 | % |
| Visits | 1,480,623 | | | 1,115,564 | | | 898,099 | | | 32.7 | % | | 24.2 | % |
| Revenue per visit | $ | 121 | | | $ | 115 | | | $ | 114 | | | 5.2 | % | | 0.9 | % |
| Total: | | | | | | | | | |
| Admissions | 207,448 | | | 202,495 | | | 200,626 | | | 2.4 | % | | 0.9 | % |
| Recertifications | 129,880 | | | 128,972 | | | 131,259 | | | 0.7 | % | | (1.7) | % |
| Starts of care (total admissions and recertifications) | 337,328 | | | 331,467 | | | 331,885 | | | 1.8 | % | | (0.1) | % |
| Visits | 4,736,094 | | | 4,779,953 | | | 4,969,699 | | | (0.9) | % | | (3.8) | % |
| Cost per visit | $ | 91 | | | $ | 89 | | | $ | 83 | | | 2.2 | % | | 7.2 | % |
(a) Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting, as a measure reported to management for purposes of making decisions on allocating resources and addressing the performance of our segments. Segment Adjusted EBITDA is calculated similarly to consolidated Adjusted EBITDA but excludes corporate overhead costs that are not allocated to reportable segments because they are not considered when management evaluates segment performance. See Note 14, Segment Reporting, to the accompanying consolidated financial statements for additional information about Segment Adjusted EBITDA.
Expenses as a % of Net Service Revenue
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cost of service, excluding depreciation and amortization | 51.6 | % | | 49.7 | % | | 47.2 | % |
| General and administrative expenses | 28.3 | % | | 27.2 | % | | 27.2 | % |
Net Service Revenue
The decrease in home health Net service revenue for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily was due to the continued shift to more non-episodic patients in home health and the resumption of sequestration. These effects were partially offset by improved pricing of Payor Innovation contracts.
Segment Adjusted EBITDA
The decrease in Segment Adjusted EBITDA for the year ended December 31, 2023 as compared to the year ended
December 31, 2022 resulted primarily from the decrease in Net service revenue as discussed above.
Hospice
During the years ended December 31, 2023, 2022, and 2021, our hospice segment derived its Net service revenue from the following payor sources: | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Medicare | 97.1 | % | | 98.8 | % | | 97.9 | % |
| Managed care | 2.5 | % | | 0.7 | % | | 1.5 | % |
| Medicaid | 0.4 | % | | 0.5 | % | | 0.6 | % |
| Total | 100.0 | % | | 100.0 | % | | 100.0 | % |
Additional information regarding our hospice segment’s operating results for the years ended December 31, 2023, 2022, and 2021 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, | | Percentage Change |
| 2023 | | 2022 | | 2021 | | 2023 vs. 2022 | | 2022 vs. 2021 |
| (In Millions, Except Percentage Change) |
| Hospice segment revenue | $ | 196.2 | | | $ | 194.0 | | | $ | 209.3 | | | 1.1 | % | | (7.3) | % |
| Cost of service, excluding depreciation and amortization | 96.6 | | | 90.1 | | | 90.4 | | | 7.2 | % | | (0.3) | % |
| Gross margin, excluding depreciation and amortization | 99.6 | | | 103.9 | | | 118.9 | | | (4.1) | % | | (12.6) | % |
| General and administrative expenses | 63.4 | | | 65.2 | | | 62.6 | | | (2.8) | % | | 4.2 | % |
| Equity earnings and noncontrolling interests | 0.1 | | | 0.3 | | | 0.1 | | | (66.7) | % | | 200.0 | % |
Hospice Segment Adjusted EBITDA(a) | $ | 36.1 | | | $ | 38.4 | | | $ | 56.2 | | | (6.0) | % | | (31.7) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended
December 31, | | Percentage Change |
| |
| 2023 | | 2022 | | 2021 | | 2023 vs. 2022 | | 2022 vs. 2021 |
| (Actual Amounts) |
| Total: | | | | | | | | | |
| Admissions | 11,713 | | 11,978 | | 13,113 | | (2.2)% | | (8.7)% |
| Patient days | 1,256,081 | | 1,284,386 | | 1,372,980 | | (2.2)% | | (6.5)% |
| Average daily census | 3,441 | | 3,519 | | 3,762 | | (2.2)% | | (6.5)% |
| Revenue per patient day | $ | 156 | | $ | 151 | | $ | 152 | | 3.3% | | (0.7)% |
| Cost per patient day | $ | 77 | | $ | 70 | | $ | 66 | | 10.0% | | 6.1% |
(a) Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting, as a measure reported to management for purposes of making decisions on allocating resources and addressing the performance of our segments. Segment Adjusted EBITDA is calculated similarly to consolidated Adjusted EBITDA but excludes corporate overhead costs that are not allocated to reportable segments because they are not considered when management evaluates segment performance. See Note 14, Segment Reporting, to the accompanying consolidated financial statements for additional information about Segment Adjusted EBITDA.
Expenses as a % of Net Service Revenue | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cost of service, excluding depreciation and amortization | 49.2% | | 46.4% | | 43.2% |
| General and administrative expenses | 32.3% | | 33.6% | | 29.9% |
Net service revenue
The increase in hospice Net service revenue for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily resulted from an increase in revenue per patient day. The increase in revenue per patient day for the year ended December 31, 2023 primarily was due to increased Medicare reimbursement rates and changes in our estimated recoverability of Net service revenue, partially offset by the resumption of sequestration.
Segment Adjusted EBITDA
The decrease in hospice Segment Adjusted EBITDA for the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily resulted from an increase in Cost of service, excluding depreciation and amortization. Cost of service, excluding depreciation and amortization increased in 2023 compared to 2022 primarily due to increased labor costs resulting from the implementation of the new case management staffing model, including costs associated with dedicated on-call and triage nurses.
Liquidity and Capital Resources
Our principal uses of cash include the funding of working capital requirements, servicing our debt, and funding capital expenditures, including acquisitions. See “—Contractual Obligations” for more information about our material cash requirements from our contractual obligations at December 31, 2023.
As of December 31, 2023 and 2022, we had $27.4 million and $22.9 million, respectively, in Cash and cash equivalents. These amounts exclude $2.4 million and $4.3 million, respectively, in Restricted cash. Our Restricted cash pertains primarily to a joint venture in which our joint venture partner requested, and we agreed, the joint venture’s cash not be commingled with other corporate cash accounts. See Note 1, Summary of Significant Accounting Policies—Cash and Cash Equivalents and Restricted Cash, to the accompanying consolidated financial statements. As of December 31, 2023, we also had $33.4 million available to us under the Revolving Credit Facility, as discussed below.
In June 2022, the Company entered into a credit agreement (the “Credit Agreement”) that consists of a $400.0 million term loan A facility (the “Term Loan A Facility”) and a $350.0 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility, the “Credit Facilities”). The Credit Facilities mature in June 2027. Interest on the loans under the Credit Facilities is calculated by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate, plus an applicable interest rate margin. Enhabit may voluntarily prepay outstanding loans under the Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. The Term Loan A Facility contains customary mandatory prepayments, including with respect to proceeds from asset sales and from certain incurrences of indebtedness.
On June 30, 2022, we drew the full $400.0 million of the Term Loan A Facility and $170.0 million on the Revolving Credit Facility. The net proceeds of $566.6 million were distributed to Encompass prior to the completion of the Distribution. For additional information on the Separation, see Note 1, Summary of Significant Accounting Policies,to the accompanying consolidated financial statements.
The Term Loan A Facility amortizes by an amount per annum equal to 5.0% of the outstanding principal amount thereon as of the closing date, payable in equal quarterly installments, with the balance being payable in June 2027. The Revolving Credit Facility provides the ability to borrow and obtain letters of credit, which is subject to a $75.0 million sublimit. Obligations under the Credit Facilities are guaranteed by our existing and future wholly owned domestic material subsidiaries (the “Guarantors”), subject to certain exceptions. Borrowings under the Credit Facilities are secured by first priority liens on substantially all the assets of Enhabit and the Guarantors, subject to certain exceptions. The Credit Facilities contain representations and warranties, affirmative and negative covenants, and events of default customary for secured financings of this type, including limitations with respect to liens, fundamental changes, indebtedness, restricted payments, investments, and affiliate transactions, in each case, subject to a number of important exceptions and qualifications.
On June 27, 2023, we amended the Credit Facilities (the “First Amendment”) to provide for, among other things: (i) a new tier to the pricing grid for interest rate margins when the total net leverage ratio exceeds 4.50 to 1.00; (ii) changes to the conditions concerning the Company’s total net leverage ratio that must be met for the Company to borrow incremental ratio-based amounts; (iii) an increase in the maximum permitted total net leverage ratio to 5.25 to 1.00 for the quarters ending June 30, 2023, September 30, 2023, and December 31, 2023, stepping down to 5.00 to 1.00 for the quarter ending March 31, 2024, 4.75 to 1.00 for the quarter ending June 30, 2024, and 4.50 to 1.00 for the quarter ending
September 30, 2024 and thereafter; and (iv) modifications to the Company’s ability to declare and make certain restricted payments.
On September 29, 2023, we entered into a Limited Waiver (the “Waiver”) with Wells Fargo Bank, National Association, as administrative agent to the other lenders (the “Administrative Agent”) under the Credit Agreement and the First Amendment. The Waiver released the Company from the requirement to comply with the total net leverage ratio and the interest coverage ratio covenants for the three months ended September 30, 2023. The Waiver also required that, until such time as the Company certified compliance with the waived financial covenants, the aggregate principal amount of the Company’s revolving loans allowed under the Credit Agreement were decreased from $350.0 million to $230.0 million. All other covenants and terms of the Credit Agreement remained unchanged and in effect. Although we were not required to be in compliance with the financial covenants as of September 30, 2023, we were in compliance with the financial covenants under the Credit Facilities.
As of September 30, 2023, our forecasted results suggested there was uncertainty of meeting our covenants through a period of one year from the issuance date of the September 30, 2023 financial statements. As a result, on November 3, 2023, we amended the Credit Facilities (the “Second Amendment”) to provide for, among other things: (i) an increase in the maximum permitted Total Net Leverage Ratio (as defined in the Credit Agreement) to 6.75 to 1.00 for the quarters ending December 31, 2023 and March 31, 2024, stepping down to 6.50 to 1.00 for the quarters ending June 30, September 30 and December 31, 2024, 5.75 to 1.00 for the quarter ending March 31, 2025, and 4.50 to 1.00 for the quarter ending June 30, 2025 and thereafter; (ii) the addition of a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) covenant of 1.15 to 1.00 until the end of the Covenant Adjustment Period (as defined below); (iii) no Interest Coverage Ratio (as defined in the Credit Agreement) covenant until the end of the Covenant Adjustment Period; (iv) a permanent reduction in the Revolving Credit Facility commitment from $350.0 million to $220.0 million; (v) an increase in the Applicable Commitment Fee (as defined in the Credit Agreement) during the Covenant Adjustment Period; (vi) suspension of the ability of the Company to request incremental commitments under the Credit Agreement during the Covenant Adjustment Period; (vii) an increase of 0.25% in the applicable interest rate margins on amounts outstanding under the Credit Agreement during the Covenant Adjustment Period; (viii) limits on the amount of cash the Company can keep on hand and outside the lender group during the Covenant Adjustment Period; and (ix) additional limits on permitted indebtedness and acquisitions, permitted liens, restricted payments and permitted investments during the Covenant Adjustment Period. The “Covenant Adjustment Period” begins on the date of the Second Amendment and ends on the earlier of (a) the date the Company provides evidence of compliance with the financial covenants in the Credit Agreement, as amended, for the fiscal quarter ended June 30, 2025 and (b) the date that the Company provides evidence of compliance with the financial covenants in the Credit Agreement as in effect immediately prior to the First Amendment for the applicable quarter.
Under specified circumstances, including non-compliance with any of the covenants described above and the unavailability of any waiver, amendment or other modification thereto, we may not be able to borrow under the Revolving Credit Facility. Additionally, violation of the covenants would result in an event of default under the Credit Facilities. A default that occurs, and is not cured within any applicable cure period or is not waived, would permit lenders to accelerate the maturity of the debt under the Credit Facilities and to foreclose upon any collateral securing the debt.
As a result of the amendment above, our forecasted results indicate we will continue to be in compliance with our financial covenants through a period of one year from the issuance date of the December 31, 2023 financial statements. We cannot guarantee we will be in compliance with our financial covenants for each reporting period through a period of one year from the issuance date of the December 31, 2023 financial statements. As of December 31, 2023, we were in compliance with our financial covenants under the Credit Facilities. We continually evaluate our expected compliance with the covenants described above and take all appropriate steps to proactively renegotiate such covenants when appropriate.
As of December 31, 2023, amounts drawn under both the Term Loan A Facility and the Revolving Credit Facility had an interest rate of 8.0%. On October 20, 2022, we entered into an interest rate swap to manage our exposure to interest rate movements for a portion of our Term Loan A Facility. The interest rate swap has a $200.0 million notional value and a maturity date of October 20, 2025. Beginning in October 2022, we receive the one-month SOFR and pay a fixed rate of interest of 4.3%. See also Note 12, Derivative Instruments.
For additional information on the Separation, see Note 1, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements. For additional information regarding our debt, see Note 8, Long-term Debt, to the accompanying consolidated financial statements and “—Quantitative and Qualitative Disclosures about Market Risk.” For additional information regarding our interest rate swap, see Note 12, Derivative Instruments, to the accompanying consolidated financial statements.
The following table shows the cash flows provided by or used in operating, investing, and financing activities for the years ended December 31, 2023, 2022, and 2021 (in millions): | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Net cash provided by operating activities | $ | 48.4 | | | $ | 80.1 | | | $ | 123.3 | |
| Net cash used in investing activities | (5.3) | | | (42.3) | | | (119.2) | |
| Net cash used in financing activities | (40.5) | | | (18.6) | | | (36.1) | |
| Increase (decrease) in cash, cash equivalents, and restricted cash | $ | 2.6 | | | $ | 19.2 | | | $ | (32.0) | |
Operating activities. The decrease in Net cash provided by operating activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 resulted primarily from the increase in Net loss,partially offset by changes in working capital.
Investing activities. The decrease in Net cash used in investing activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 resulted primarily from three acquisitions in the fourth quarter of 2022. See Note 2, Business Combinations.
Financing activities. The increase in Net cash used in financing activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 resulted primarily from an increase in net repayments of debt in 2023.
Contractual Obligations
Our consolidated contractual obligations as of December 31, 2023 are as follows (in millions): | | | | | | | | | | | | | | | | | |
| Total | | Current | | Long Term |
| Long-term debt obligations: | | | | | |
Long-term debt, excluding revolving credit facility and finance lease obligations(a) | $ | 367.1 | | | $ | 20.0 | | | $ | 347.1 | |
| Revolving credit facility | 180.0 | | | — | | | 180.0 | |
Interest on long-term debt(b) | 152.3 | | | 43.5 | | | 108.8 | |
Finance lease obligations(a) | 6.0 | | | 2.7 | | | 3.3 | |
Operating lease obligations(c) | 71.2 | | | 15.0 | | | 56.2 | |
Purchase obligations(d) | 7.4 | | | 5.6 | | | 1.8 | |
| Total | $ | 784.0 | | | $ | 86.8 | | | $ | 697.2 | |
(a)We lease automobiles for our clinicians under finance leases. Amounts include interest portion of future minimum finance lease payments. For more information, see Note 6, Leases, to the accompanying consolidated financial statements.
(b)Interest on long-term debt was calculated using the rate for the Term Loan A Facility as of December 31, 2023.
(c)In addition to our corporate headquarters office space, our home health and hospice segments lease: (1) relatively small office spaces in the localities they serve; and (2) equipment in the normal course of business. Amounts include interest portion of future minimum operating lease payments. For more information, see Note 6, Leases, to the accompanying consolidated financial statements.
(d)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable without penalty. Our purchase obligations primarily relate to software licensing and support. Purchase obligations are not recognized in our Consolidated Balance Sheet. For more information, see Note 13, Contingencies and Other Commitments, to the accompanying consolidated financial statements.
Our capital expenditures include costs associated with computer hardware and licensing software we utilize to run our business, as well as leasehold improvements. During the years ended December 31, 2023 and 2022, we made capital expenditures of $3.5 million and $7.1 million, respectively, for property and equipment. These expenditures in 2023 and 2022 were exclusive of $2.8 million and $36.3 million, respectively, in net cash related to our acquisition activity. During 2024, we expect to spend approximately $6 million for maintenance capital expenditures. Actual amounts spent will be dependent upon the timing of projects for our business.
As of December 31, 2023, we do not have any material off-balance sheet arrangements.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors we believe to be relevant at the time we prepared our consolidated financial statements. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements. We believe the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, as they require our most difficult, subjective, or complex judgments resulting from the need to make estimates about the effect of matters that are inherently uncertain.
Revenue Recognition
We recognize Net service revenue in the reporting period in which we perform the service based on our best estimate of the transaction price for the type of service provided to the patient. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances (principally for patients covered by Medicare, Medicare Advantage, Medicaid, and other third-party payors), potential adjustments that may arise from payment and other reviews, and uncollectible amounts. See Note 1, Summary of Significant Accounting Policies—Net service revenue, to the accompanying consolidated financial statements for a complete discussion of our revenue recognition policies.
Our patient accounting systems calculate contractual allowances on a patient-by-patient basis based on the rates in effect for each primary third-party payor. Certain other factors that are considered and could influence the estimated transaction price are assumed to remain consistent with the experience for patients discharged in similar time periods for the same payor classes, and additional adjustments are provided to account for these factors.
Management continually reviews the revenue transaction price estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms that result from contract renegotiations and renewals. In addition, laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material.
Due to complexities involved in determining amounts ultimately due under reimbursement arrangements with third‑party payors, which are often subject to interpretation and review, we may receive reimbursement for healthcare services authorized and provided that is different from our estimates, and such differences could be material. However, we continually review the amounts actually collected in subsequent periods in order to determine the amounts by which our estimates differed. For example, based on our preliminary first quarter 2023 data that indicated a slowing rate of collections, which we believe was in part a result of a growing shift in our third-party payor mix and specifically, an increase in Medicare Advantage payors, we adjusted our reserves for the year ended December 31, 2022.
The collection of outstanding receivables from third-party payors and patients is our primary source of cash and is critical to our operating performance. Our primary collection risks relate to the increasing complexities of documentation requirements by payors and claims reviews conducted by MACs or other contractors.
The table below shows a summary of our total Accounts receivable, net of allowances as of December 31, 2023 and 2022. Information on the concentration of total patient accounts receivable by payor class can be found in Note 1, Summary of Significant Accounting Policies—Accounts Receivable, Net of Allowances, to the accompanying consolidated financial statements.
| | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| (in Millions) |
| Current | | | |
| 0 – 30 Days | $ | 102.5 | | | $ | 109.9 | |
| 31 – 60 Days | 24.2 | | | 22.0 | |
| 61 – 90 Days | 12.6 | | | 10.2 | |
| 91 – 120 Days | 8.1 | | | 4.5 | |
| 120 + Days | 17.3 | | | 3.0 | |
| Current accounts receivable, net of allowances | 164.7 | | | 149.6 | |
| Noncurrent patient accounts receivable, net of allowances | 0.5 | | | 0.9 | |
| Accounts receivable, net of allowances | $ | 165.2 | | | $ | 150.5 | |
Changes in general economic conditions (such as increased unemployment rates or periods of recession), business office operations, payor mix, or trends in federal or state governmental and private employer healthcare coverage could affect our collection of accounts receivable. Our collection risks include payment denials by payors as a result of increasing complexities of documentation requirements, pre- and post-payment claim reviews by our respective MACs, and reimbursement claims audits by governmental or other payors and their agents. As of December 31, 2023 and 2022, the amount of our patient accounts receivable representing denials that were under review or audit in excess of reserves established for such denials was $1.8 million and $2.5 million, respectively, in our home health segment and $2.2 million and $1.6 million, respectively, in our hospice segment. If actual results are not consistent with our assumptions and judgments, we may be exposed to gains or losses that could be material. See Note 1, Summary of Significant Accounting Policies—Net Service Revenue and —Accounts Receivable, Net of Allowances to the accompanying consolidated financial statements.
Goodwill
We test Goodwill for impairment annually as of October 1st of each year. We may perform interim impairment tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount. We test Goodwill for impairment by performing either a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect to bypass this qualitative assessment for its reporting units and perform a quantitative test as of the measurement date of the test.
We test Goodwill for impairment at the reporting unit level and are required to make certain subjective and complex judgments on a number of matters, including assumptions and estimates used to determine the fair value of our home health and hospice reporting units. We assess qualitative factors in each reporting unit to determine whether it is necessary to perform the quantitative goodwill impairment test. The quantitative impairment test is required only if we conclude it is more likely than not a reporting unit’s fair value is less than its carrying amount.
If, based on our qualitative assessment, we were to believe we must perform the quantitative goodwill impairment test, we would determine the fair value of the applicable reporting unit using generally accepted valuation techniques including the income approach and the market approach. We would validate our estimates under the income approach by reconciling the estimated fair value of the reporting units determined under the income approach to our market capitalization and estimated fair value determined under the market approach. Values from the income approach and market approach would then be evaluated and weighted to arrive at the estimated aggregate fair value of the reporting units.
The income approach includes the use of each reporting unit’s projected operating results and cash flows that are discounted using a weighted average cost of capital that reflects market participant assumptions. The projected operating results use management’s best estimates of economic and market conditions over the forecasted period including assumptions for pricing and volume, operating expenses, and capital expenditures. Other significant estimates and assumptions include cost-saving synergies and tax benefits that would accrue to a market participant under a fair value
methodology. The market approach estimates fair value through the use of observable inputs, such as prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
See Note 1, Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets, Net, and Note 7, Goodwill and Other Intangible Assets, Net, to the accompanying consolidated financial statements for additional information.
The following events and circumstances are certain of the qualitative factors we consider in evaluating whether it is more likely than not the fair value of a reporting unit is less than its carrying amount:
•macroeconomic conditions, such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets;
•industry and market considerations and changes in healthcare regulations, including reimbursement and compliance requirements under the Medicare and Medicaid programs;
•cost factors, such as an increase in labor, supply, or other costs;
•overall financial performance, such as negative or declining cash flows or a decline in actual or forecasted revenue or earnings;
•other relevant company-specific events, such as material changes in management or key personnel or outstanding litigation;
•material events, such as a change in the composition or carrying amount of each reporting unit’s net assets, including acquisitions and dispositions; and
•length of time since the most recent quantitative analysis.
During the preparation of our consolidated financial statements for the year ended December 31, 2022, we identified potential impairment triggering events in the fourth quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included lower than expected fourth quarter operating results, a change in our acquisition strategy and declining collections, which we believe was in part a result of the growing shift in our third‑party payor mix, and specifically, an increase in Medicare Advantage payors.
During the three months ended June 30, 2023, we identified potential impairment triggering events in the quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included our performance against the 2023 forecast, a decrease in our share price and market capitalization, and the release of the 2024 proposed rule for home health on June 30, 2023, which included a net negative home health payment update.
During the three months ended September 30, 2023, we identified potential impairment triggering events in the quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included our performance against the 2023 forecast and a decrease in our share price and market capitalization.
We estimated the fair value of our reporting units using both the income approach and market approach. The assumptions used in the income approach incorporate a number of significant estimates and judgments, including the revenue growth rates, timing of de novo openings, forecasted operating margins, the weighted average cost of capital, and terminal growth rates. The market approach utilizes the guideline public company methodology, which uses valuation indicators, including market multiples of earnings before interest, taxes, depreciation and amortization, from other businesses that are similar to each reporting unit and implied control premiums.
While management believes the assumptions used are reasonable and commensurate with the views of a market participant, there is also uncertainty in current general economic and market conditions. The result of the analysis is sensitive to changes in key assumptions, such as assumed future reimbursement rates, rising interest rates and labor costs and delays in our ability to complete de novo openings, which could negatively impact our forecasted cash flows and result in an impairment charge in future periods.
Based on the quantitative analysis in the fourth quarter of 2022, we recorded an impairment charge of $109.0 million in the three months ended December 31, 2022 to reflect a decrease in the carrying value of our home health reporting unit. As of December 31, 2022, the fair value of our hospice reporting unit exceeded its carrying value by less than 15%. As of December 31, 2022, the hospice reporting unit had an allocated goodwill balance of $303.6 million.
Based on the quantitative analysis in the second quarter of 2023, we recorded an impairment charge of $85.8 million for the three months ended June 30, 2023 to reflect a decrease in the carrying value of our hospice reporting unit. As of June 30, 2023, the hospice reporting unit had an allocated goodwill balance of $217.8 million. As of June 30, 2023, the home health reporting unit had an allocated goodwill balance of $843.9 million.
Based on the results of the quantitative analysis, no adjustments to the carrying value of goodwill for each of the reporting units were necessary during the three months ended September 30, 2023. As of September 30, 2023, the fair value of our home health and hospice units exceeded their carrying value by less than 7% and 5%, respectively. The home health and hospice reporting units had an allocated goodwill balance of $843.9 million and $217.8 million, respectively. We conducted our annual impairment test again at October 1, 2023, which resulted in the same values determined as of September 30, 2023.
Based on the sensitivity analysis performed at September 30, 2023 by reporting unit, it was determined that, assuming all other assumptions and inputs used in the discounted cash flow analysis are held constant, a 50 and 100 basis point increase in the discount rate assumption would result in decreases in the fair value of the home health and hospice reporting units of approximately $35 million and $10 million, respectively. We based our fair value estimates on assumptions management believed to be reasonable but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Income Taxes
We provide for income taxes using the asset and liability method. We also evaluate our tax positions and establish assets and liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. See Note 1, Summary of Significant Accounting Policies—Income Taxes, and Note 11, Income Taxes, to the accompanying consolidated financial statements for a more complete discussion of income taxes and our policies related to income taxes.
Prior to the Separation, we joined Encompass in the filing of various consolidated federal, state, and local income tax returns and were party to an income tax allocation agreement (the “Tax Sharing Agreement”). Under the Tax Sharing Agreement, we paid to or received from Encompass the amount, if any, by which the Encompass tax liability was affected by virtue of the inclusion of us in the consolidated income tax returns of Encompass. Prior to the Separation, the income tax amounts in our financial statements were calculated based on a separate return methodology and were presented as if our income gave rise to separate federal and state consolidated income tax return filing obligations in the respective jurisdictions in which we operate, with adjustments as described in Note 11, Income Taxes,tothe accompanying consolidated financial statements.
The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. We are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect amounts recognized in our consolidated financial statements.
The ultimate recovery of certain of our deferred tax assets is dependent on the amount and timing of taxable income we will ultimately generate in the future, as well as other factors. A high degree of judgment is required to determine the extent a valuation allowance should be provided against deferred tax assets. On a quarterly basis, we assess the likelihood of realization of our deferred tax assets, considering all available evidence, both positive and negative. Our operating performance in recent years, the scheduled reversal of temporary differences, our forecast of taxable income in future periods in each applicable tax jurisdiction, our ability to sustain a core level of earnings, and the availability of prudent tax planning strategies are important considerations in our assessment. Our forecast of future earnings includes assumptions about patient volumes, payor reimbursement, labor costs, operating expenses, and interest expense. Based on the weight of available evidence, we determine if it is more likely than not our deferred tax assets will be realized in the future. As of December 31, 2023 and 2022, we did not have a valuation allowance recorded against any of our deferred tax assets.
Our evaluation of any required liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions which are periodically audited by tax authorities. In addition, our effective income tax rate is affected by changes in tax law, the tax jurisdictions in which we operate, and the results of income tax audits.
While management believes the assumptions included in its forecast of future earnings are reasonable and it is more likely than not the net deferred tax asset balance as of December 31, 2023 will be realized, no such assurances can be provided. If management’s expectations for future operating results on a consolidated basis or at the state jurisdiction level
vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, we may need to establish a valuation allowance for all or a portion of our deferred tax assets which could have a significant impact on our future earnings.
Assessment of Loss Contingencies
We have contingencies that could result in significant losses upon the ultimate resolution of such contingencies.
We have provided for losses in situations where we have concluded it is probable a loss has been or will be incurred and the amount of loss is reasonably estimable. A significant amount of judgment is involved in determining whether a loss is probable and reasonably estimable due to the uncertainty involved in determining the likelihood of future events and estimating the financial statement impact of such events. If further developments or resolutions of a contingent matter are not consistent with our assumptions and judgments, we may need to recognize a significant charge in a future period related to an existing contingent matter.
Business Combinations
We account for acquisitions of entities that qualify as business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the total consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
In determining the fair value of assets acquired and liabilities assumed in a business combination, we primarily use the income and multi-period excess earnings approaches to estimate the value of our most significant acquired intangible assets. Both income approaches utilize projected operating results and cash flows and include significant assumptions such as base revenue, revenue growth rate, projected EBITDA margin, discount rates, rates of increase in operating expenses, and the future effective income tax rates. The valuations of our significant acquired businesses have been performed by a third-party valuation specialist under our management’s supervision. We believe the estimated fair value assigned to the assets acquired and liabilities assumed is based on reasonable assumptions and estimates that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. Future changes in our assumptions or the interrelationship of those assumptions may result in purchase price allocations that are different than those recorded in recent years.
Acquisition-related costs are not considered part of the consideration paid and are expensed as operating expenses as incurred. Contingent consideration, if any, is measured at fair value initially on the acquisition date as well as subsequently at the end of each reporting period until the contingency is resolved and settlement occurs. Subsequent adjustments to contingent considerations are recorded in our Consolidated Statements of Comprehensive Income. We include the results of operations of the businesses acquired as of the beginning of the acquisition dates.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 1, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Our primary exposure to market risk is to changes in interest rates on our variable rate long-term debt. We use sensitivity analysis models to evaluate the impact of interest rate changes on our variable rate debt. As of
December 31, 2023, our primary variable rate debt outstanding related to $180.0 million in advances under our Revolving Credit Facility and $367.1 million under our Term Loan A Facility. On October 20, 2022, we entered into an interest rate swap to hedge a portion of the cash flow risk related to our variable rate debt. The interest rate swap has a $200.0 million notional value and a maturity date of October 20, 2025. Beginning in October 2022, we receive the one-month SOFR and pay a fixed rate of interest of 4.3%. Assuming outstanding balances were to remain the same and including the impact of our interest rate swap agreement, a 1% increase in interest rates would result in an incremental negative cash flow of $3.5 million over the next 12 months, while a 1% decrease in interest rates would result in an incremental positive cash flow of $3.5 million over the next 12 months.
See Note 8, Long-term Debt, to the accompanying consolidated financial statements for additional information regarding our long-term debt. See Note 12, Derivative Instruments, to the accompanying consolidated financial statements for additional information regarding our interest rate swap.
Item 8. Financial Statements and Supplementary Data.
The financial statements and related notes required to be filed pursuant to this Item 8 are appended to this Annual Report. An index to those financial statements is found in Item 15, “Exhibits and Financial Statements,” of Part IV of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management, under the supervision of our board of directors, is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of our internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, our management concluded our internal control over financial reporting was effective as of December 31, 2023, based on criteria in Internal Control – Integrated Framework (2013) issued by COSO.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023 and has expressed an unqualified opinion on the effectiveness of our internal control over financial reporting, as stated in their report, which is included herein.
Remediation of Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As previously described in Part II – Item 9A – Controls and Procedures in our Annual Report on Form 10-K for the year ended December 31, 2022, we previously determined that we had two material weaknesses in our internal control over financial reporting as we did not design and maintain effective controls to (i) monitor and review the estimated recoverability of accounts receivable, including the impact of changes to our third-party payor mix and (ii) identify potential goodwill impairment triggering events, including the impact of changes to our third-party payor mix. These material weaknesses resulted in adjustments to our consolidated financial statements as of and for the year ended December 31, 2022 to Net service revenue, Accounts receivable, net of allowances, Goodwill and Net loss.
Additionally, as previously described in Part I – Item 4 – Controls and Procedures in our Quarterly Report on Form 10‑Q for the quarter ended June 30, 2023, we identified an additional goodwill related material weakness. Specifically, we did not design and maintain effective controls over our determination of the carrying amount allocated to each reporting unit and the measurement of potential goodwill impairment. This material weakness resulted in an adjustment to our unaudited interim financial statements for the three and six months ended June 30, 2023 to Goodwill and Net loss.
As described in Part I – Item 4 Controls and Procedures of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, we enhanced the design of our controls and have completed the following remediation efforts:
•enhanced controls around monitoring and reviewing the estimated recoverability of accounts receivable, including the impact of changes to our third-party payor mix;
•enhanced controls related to the identification of potential goodwill impairment triggering events, including the impact of changes to our third-party payor mix; and
•enhanced controls related to the preparation and review of our goodwill impairment analysis, including the allocation of carrying amounts to each reporting unit.
During the fourth quarter of 2023, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective. As a result, we have concluded all of the material weaknesses have been remediated as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
Part III
Item 10. Directors, Executive Officers, and Corporate Governance.
The information required by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of stockholders and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item 12 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of stockholders and is incorporated herein by reference.
Part IV
Item 15. Exhibit and Financial Statement Schedules.
The following documents are filed as part of this Annual Report:
1.Index to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm, Consolidated Statements of Income for the Years Ended December 31, 2023, 2022, and 2021, Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021, Consolidated Balance Sheets as of December 31, 2023 and 2022, Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021 and Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021.
2. Financial Statement Schedules: All other schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.
3.Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Exhibit Index included below.
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Enhabit, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Enhabit, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Emphasis of Matter
As discussed in Note 8 to the consolidated financial statements, in November 2023, the Company amended certain financial covenants in its credit facilities. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 8.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Interim Goodwill Impairment Assessments – Home Health and Hospice Reporting Units
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s goodwill balance of $1,061.7 million as of December 31, 2023 was associated with the Company’s two reporting units, Home Health with goodwill of $843.9 million and Hospice with goodwill of $217.8 million. Absent any triggering events, management tests goodwill for impairment annually as of October 1st. During the three months ended June 30, 2023, management identified potential impairment triggering events, including performance against the 2023 forecast, as well as a decrease in share price and market capitalization, and performed a quantitative analysis of the two reporting units, which resulted in an impairment charge of $85.8 million related to the Hospice reporting unit. During the three months ended September 30, 2023, management identified potential impairment triggering events, consistent with those in the second quarter, and performed a quantitative analysis of the two reporting units, which did not result in a goodwill impairment charge as the fair value of each reporting unit exceeded its carrying value. Management estimated the fair value of each reporting unit using both the income approach and market approach. Fair value under the income approach was determined by discounting to present value the estimated future cash flows of each reporting unit. Significant assumptions are incorporated into the discounted cash flow analysis such as, estimates of revenue growth rates, timing of de novo openings, forecasted operating margins, the weighted-average cost of capital, and terminal growth rates. Fair value under the market approach utilized the guideline public company methodology, which uses valuation indicators, including market multiples of earnings before interest, taxes and depreciation and amortization from other businesses that are similar to each reporting unit and implied control premiums.
The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the Home Health and Hospice reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of each of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, forecasted operating margins, the weighted-average cost of capital, and terminal growth rates for both reporting units and the timing of de novo openings for the Hospice reporting unit used in the discounted cash flow analyses for the income approach and (b) the market multiples of earnings before interest, taxes and depreciation and amortization from other businesses that are similar to each reporting unit and implied control premiums used in the guideline public company analyses for the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. As disclosed by management, material weaknesses existed during the year related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the fair value estimates of each of the reporting units; (ii) evaluating the appropriateness of management’s valuation approaches; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analyses and guideline public company analyses; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, timing of de novo openings, forecasted operating margins, the weighted-average cost of capital, and terminal growth rates used in the discounted cash flow
analyses for the income approach and the market multiples of earnings before interest, taxes and depreciation and amortization from other businesses that are similar to each reporting unit and implied control premiums used in the guideline public company analyses for the market approach. Evaluating management’s assumptions related to revenue growth rates, timing of de novo openings, and forecasted operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of each of the reporting units; (ii) the consistency with external data from market and industry sources; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s discounted cash flow analyses for the income approach and guideline public company analyses for the market approach and (ii) the reasonableness of the weighted-average cost of capital, terminal growth rate, the market multiples of earnings before interest, taxes and depreciation and amortization from other businesses that are similar to each reporting unit, and implied control premiums assumptions.
Valuation of Accounts Receivable, Net of Allowances
As described in Notes 1 and 4 to the consolidated financial statements, the Company’s accounts receivable balance, net of allowances was $164.7 million as of December 31, 2023. Net service revenue, and related accounts receivable balances, are recorded on an accrual basis using an estimated transaction price for the type of service provided to the patient. Management’s estimate of the transaction price includes estimates of price concessions, including for uncollectible amounts. Management’s estimates for price concessions, including for uncollectible amounts, are based on the Company’s historical collection experience for each type of payor, the aging of the accounts receivable, the Company’s success rate in the claims adjudication process, and other relevant factors. Management continually considers and incorporates updates to laws and regulations and the frequent changes in contractual terms that result from contract renegotiations and renewals. In addition, management considers laws and regulations governing Medicare and Medicaid for modifications to provider reimbursement programs.
The principal considerations for our determination that performing procedures relating to the valuation of accounts receivable, net of allowances is a critical audit matter are (i) the significant judgment by management when developing the accounts receivable estimate and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to the valuation of accounts receivable, net of allowances. As disclosed by management, a material weakness existed during the year related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of the valuation of accounts receivable. These procedures also included, among others, developing an independent estimate of the amounts expected to be collected and comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing an independent estimate involved (i) evaluating the historical accuracy of management’s December 31, 2022 estimate by comparing it to subsequent cash collections; (ii) evaluating the reasonableness of the December 31, 2023 accounts receivable estimate by considering subsequent cash collections; (iii) testing, on a sample basis, the completeness and accuracy of the historical billing and collection data used as an input in developing the independent estimate; and (iv) for accounts receivable without cash collected subsequent to year end, estimating collections based on the Company’s historical collection patterns.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 15, 2024
We have served as the Company’s auditor since 2021.
ENHABIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| (In Millions, Except Per Share Data) |
| Net service revenue | $ | 1,046.3 | | | $ | 1,071.1 | | | $ | 1,106.6 | |
| Cost of service, excluding depreciation and amortization | 535.6 | | | 525.6 | | | 513.9 | |
| | | | | |
| General and administrative expenses | 441.6 | | | 414.9 | | | 412.9 | |
| Depreciation and amortization | 30.9 | | | 33.0 | | | 36.9 | |
| Impairment of goodwill | 85.8 | | | 109.0 | | | — | |
| Operating (loss) income | (47.6) | | | (11.4) | | | 142.9 | |
| Interest expense and amortization of debt discounts and fees | 43.0 | | | 15.0 | | | 0.3 | |
| Equity in net income of nonconsolidated affiliates | — | | | — | | | (0.6) | |
| Other income | (0.2) | | | (0.9) | | | (4.8) | |
| (Loss) income before income taxes and noncontrolling interests | (90.4) | | | (25.5) | | | 148.0 | |
| Income tax (benefit) expense | (11.4) | | | 12.8 | | | 35.1 | |
| Net (loss) income | (79.0) | | | (38.3) | | | 112.9 | |
| Less: Net income attributable to noncontrolling interests | 1.5 | | | 2.1 | | | 1.8 | |
| Net (loss) income attributable to Enhabit, Inc. | $ | (80.5) | | | $ | (40.4) | | | $ | 111.1 | |
| | | | | |
| Weighted average common shares outstanding: | | | | | |
| Basic | 49.9 | | | 49.7 | | | 49.6 | |
| Diluted | 49.9 | | | 49.7 | | | 49.6 | |
| | | | | |
| (Loss) earnings per common share: | | | | | |
| Basic (loss) earnings per share attributable to Enhabit, Inc. common stockholders | $ | (1.61) | | | $ | (0.81) | | | $ | 2.24 | |
| Diluted (loss) earnings per share attributable to Enhabit, Inc. common stockholders | $ | (1.61) | | | $ | (0.81) | | | $ | 2.24 | |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ENHABIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| (In Millions, Except Per Share Data) |
| Net (loss) income including noncontrolling interests | $ | (79.0) | | | $ | (38.3) | | | $ | 112.9 | |
| Other comprehensive income (loss): | | | | | |
| Unrealized gain (loss) on cash flow hedges, net of tax expense (benefit) of $0.1, $(0.2), and $—, respectively | 0.2 | | | (0.7) | | | — | |
| Total other comprehensive income (loss) | $ | 0.2 | | | $ | (0.7) | | | $ | — | |
| Comprehensive (loss) income including noncontrolling interests | (78.8) | | | (39.0) | | | 112.9 |
| Less: Comprehensive income attributable to noncontrolling interests | 1.5 | | | 2.1 | | | 1.8 | |
| Comprehensive (loss) income attributable to Enhabit, Inc. | $ | (80.3) | | | $ | (41.1) | | | $ | 111.1 | |
| | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ENHABIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| (In Millions, Except Share Data) |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 27.4 | | | $ | 22.9 | |
| Restricted cash | 2.4 | | | 4.3 | |
| Accounts receivable, net of allowances | 164.7 | | | 149.6 | |
| Income tax receivable | 3.0 | | | 11.4 | |
| Prepaid expenses and other current assets | 12.6 | | | 23.6 | |
| Total current assets | 210.1 | | | 211.8 | |
| Property and equipment, net | 19.0 | | | 20.4 | |
| Operating lease right-of-use assets | 57.5 | | | 42.0 | |
| Goodwill | 1,061.7 | | | 1,144.8 | |
| Intangible assets, net | 80.0 | | | 102.6 | |
| Other long-term assets | 5.3 | | | 5.2 | |
Total assets(1) | $ | 1,433.6 | | | $ | 1,526.8 | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
| Current portion of long-term debt | $ | 22.5 | | | $ | 23.1 | |
| Current portion of operating lease liabilities | 11.8 | | | 14.0 | |
| Accounts payable | 7.6 | | | 3.8 | |
| Accrued payroll | 38.5 | | | 35.5 | |
| Refunds due patients and other third-party payors | 8.2 | | | 8.3 | |
| | | |
| Accrued medical insurance | 8.4 | | | 7.5 | |
| Other current liabilities | 40.7 | | | 40.7 | |
| Total current liabilities | 137.7 | | | 132.9 | |
| Long-term debt, net of current portion | 530.1 | | | 560.0 | |
| Long-term operating lease liabilities, net of current portion | 45.7 | | | 28.1 | |
| Deferred income tax liabilities | 17.1 | | | 28.6 | |
| Other long-term liabilities | 1.3 | | | 1.9 | |
| 731.9 | | | 751.5 | |
| Commitments and contingencies (See Note 13) | | | |
| Redeemable noncontrolling interests | 5.0 | | | 5.2 | |
| Stockholders’ equity: | | | |
| Enhabit, Inc. stockholders’ equity: Common stock, $0.01 par value; 200,000,000 shares authorized; 50,167,706 and 50,099,716 shares issued; and 50,053,375 and 50,099,716 outstanding as of December 31, 2023 and 2022, respectively | 0.5 | | | 0.5 | |
| Capital in excess of par value | 415.8 | | | 406.9 | |
| Accumulated other comprehensive loss | (0.5) | | | (0.7) | |
| Retained earnings | 254.5 | | | 335.0 | |
| Treasury Stock, at cost, 114,331 and — shares as of December 31, 2023 and 2022, respectively | (0.6) | | | — | |
| Total Enhabit, Inc. stockholders’ equity | 669.7 | | | 741.7 | |
| Noncontrolling interests | 27.0 | | | 28.4 | |
| Total stockholders’ equity | 696.7 | | | 770.1 | |
Total liabilities(1) and stockholders’ equity | $ | 1,433.6 | | | $ | 1,526.8 | |
(1) Our consolidated assets as of December 31, 2023 and 2022 include total assets of variable interest entities of $18.0 million and $20.6 million, respectively, that cannot be used by us to settle the obligations of other entities. Our consolidated liabilities as of December 31, 2023 and 2022 include total liabilities of the variable interest entities of $0.6 million and $0.5 million, respectively. See Note 3, Variable Interest Entities.
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ENHABIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Common Shares Outstanding | | Common Stock | | Capital in Excess of Par Value | | Other Comprehensive Income | | Retained Earnings | | Number of Treasury Shares Outstanding | | Treasury Stock | | Noncontrolling Interests | | Total |
| (in millions) |
| December 31, 2020 | 49.6 | | | $ | 0.5 | | | $ | 1,118.3 | | | $ | — | | | $ | 264.3 | | | — | | | $ | — | | | $ | 6.7 | | | $ | 1,389.8 | |
| Net income | — | | | — | | | — | | | — | | | 111.1 | | | — | | | — | | | 1.8 | | | 112.9 | |
| Capital contributions | — | | | — | | | 130.4 | | | — | | | — | | | — | | | — | | | — | | | 130.4 | |
| Capital distributions | — | | | — | | | (154.5) | | | — | | | — | | | — | | | — | | | — | | | (154.5) | |
| Distributions declared | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.3) | | | (1.3) | |
| Acquisitions | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1.1 | | | 1.1 | |
| Other | — | | | — | | | (0.1) | | | — | | | — | | | — | | | — | | | — | | | (0.1) | |
| December 31, 2021 | 49.6 | | | 0.5 | | | 1,094.1 | | | — | | | 375.4 | | | — | | | — | | | 8.3 | | | 1,478.3 | |
| Net (loss) income | — | | | — | | | — | | | — | | | (40.4) | | | — | | | — | | | 1.9 | | | (38.5) | |
| Other comprehensive loss, net of tax | — | | | — | | | — | | | (0.7) | | | — | | | — | | | — | | | — | | | (0.7) | |
| Capital contributions | — | | | — | | | 62.3 | | | — | | | — | | | — | | | — | | | — | | | 62.3 | |
| Capital distributions | — | | | — | | | (759.1) | | | — | | | — | | | — | | | — | | | — | | | (759.1) | |
| Distributions declared | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.2) | | | (1.2) | |
| Acquisitions | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 15.9 | | | 15.9 | |
| Issuance of restricted stock awards | 0.5 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Contributions from noncontrolling interests of consolidated affiliates | — | | | — | | | 2.9 | | | — | | | — | | | — | | | — | | | 3.5 | | | 6.4 | |
| Other | — | | | — | | | 6.7 | | | — | | | — | | | — | | | — | | | — | | | 6.7 | |
| December 31, 2022 | 50.1 | | | 0.5 | | | 406.9 | | | (0.7) | | | 335.0 | | | — | | | — | | | 28.4 | | | 770.1 | |
| Net (loss) income | — | | | — | | | — | | | — | | | (80.5) | | | — | | | — | | | 1.5 | | | (79.0) | |
| Other comprehensive income, net of tax | — | | | — | | | — | | | 0.2 | | | — | | | — | | | — | | | — | | | 0.2 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions declared | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2.9) | | | (2.9) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Stock-based compensation expense | — | | | — | | | 8.9 | | | — | | | — | | | — | | | — | | | — | | | 8.9 | |
| Restricted stock forfeited, including forfeitures due to net share settlement of income taxes | (0.1) | | | — | | | — | | | — | | | — | | | 0.1 | | | (0.6) | | | — | | | (0.6) | |
| Issuance of common stock pursuant to omnibus incentive plan | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| December 31, 2023 | 50.1 | | | $ | 0.5 | | | $ | 415.8 | | | $ | (0.5) | | | $ | 254.5 | | | 0.1 | | | $ | (0.6) | | | $ | 27.0 | | | $ | 696.7 | |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
ENHABIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| (In Millions) |
| Cash flows from operating activities: | | | | | |
| Net (loss) income | $ | (79.0) | | | $ | (38.3) | | | $ | 112.9 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities— | | | | | |
| Depreciation and amortization | 30.9 | | | 33.0 | | | 36.9 | |
| Amortization of debt related costs | 2.1 | | | 0.6 | | | — | |
| Impairment of goodwill | 85.8 | | | 109.0 | | | — | |
| Equity in net income of nonconsolidated affiliates | — | | | — | | | (0.6) | |
| Distributions from nonconsolidated affiliates | — | | | — | | | 0.3 | |
| Stock-based compensation | 8.9 | | | 9.2 | | | 3.6 | |
| Deferred tax (benefit) expense | (11.6) | | | (4.3) | | | 8.6 | |
| Other, net | (0.4) | | | 0.1 | | | (5.6) | |
| Changes in assets and liabilities, net of acquisitions — | | | | | |
| Accounts receivable, net of allowances | (14.6) | | | 21.6 | | | (24.8) | |
| Prepaid expenses and other assets | 19.1 | | | (27.5) | | | (0.1) | |
| Accounts payable | 3.8 | | | 0.2 | | | (0.7) | |
| Accrued payroll | 3.0 | | | (31.0) | | | (7.7) | |
| Other liabilities | 0.4 | | | 7.5 | | | 0.5 | |
| Net cash provided by operating activities | 48.4 | | | 80.1 | | | 123.3 | |
| Cash flows from investing activities: | | | | | |
| Acquisition of businesses, net of cash acquired | (2.8) | | | (36.3) | | | (117.5) | |
| Purchases of property and equipment, including capitalized software costs | (3.5) | | | (7.1) | | | (4.3) | |
| | | | | |
| Other | 1.0 | | | 1.1 | | | 2.6 | |
| Net cash used in investing activities | (5.3) | | | (42.3) | | | (119.2) | |
| Cash flows from financing activities: | | | | | |
| Principal borrowings on term loan | — | | | 400.0 | | | — | |
| Principal payments on debt | (20.0) | | | (10.0) | | | — | |
| Borrowings on revolving credit facility | — | | | 190.0 | | | — | |
| Payments on revolving credit facility | (10.0) | | | — | | | — | |
| Principal payments under finance lease obligations | (3.4) | | | (5.0) | | | (7.2) | |
| Debt issuance costs | (3.2) | | | (4.7) | | | — | |
| Distributions paid to noncontrolling interests of consolidated affiliates | (3.2) | | | — | | | — | |
| Contributions from Encompass | — | | | 59.8 | | | 126.4 | |
| Distributions to Encompass | — | | | (654.9) | | | (154.1) | |
| Contributions from noncontrolling interests of consolidated affiliates | — | | | 7.4 | | | — | |
| Other | (0.7) | | | (1.2) | | | (1.2) | |
| Net cash used in financing activities | (40.5) | | | (18.6) | | | (36.1) | |
| Increase (decrease) in cash, cash equivalents, and restricted cash | 2.6 | | | 19.2 | | | (32.0) | |
| Cash, cash equivalents, and restricted cash at beginning of year | 27.2 | | | 8.0 | | | 40.0 | |
| Cash, cash equivalents, and restricted cash at end of year | $ | 29.8 | | | $ | 27.2 | | | $ | 8.0 | |
| | | | | |
| Supplemental cash flow information: | | | | | |
| Cash received (paid) for income taxes | $ | 8.2 | | | $ | (11.9) | | | $ | (28.4) | |
| Cash paid for interest | $ | (40.6) | | | $ | (13.1) | | | $ | (0.2) | |
| Supplemental schedule of noncash activities: | | | | | |
| | | | | |
| Property and equipment additions through finance leases | $ | 3.8 | | | $ | 3.5 | | | $ | 3.9 | |
| Operating lease additions | $ | 31.6 | | | $ | 10.1 | | | $ | 23.2 | |
| Trade name transfer to Encompass (including deferred tax liability) | $ | — | | | $ | 104.2 | | | $ | — | |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1.Summary of Significant Accounting Policies:
Organization and Description of Business—
Enhabit, Inc. (“Enhabit,” “we,” “us,” “our,” and the “Company”), incorporated in Delaware in 2014, provides a comprehensive range of Medicare-certified skilled home health and hospice services in 34 states, with a concentration in the southern half of the United States. We manage our operations and disclose financial information using two reportable segments: (1) home health and (2) hospice. See Note 14, Segment Reporting. Prior to July 1, 2022, the Company operated as a reporting segment of Encompass Health Corporation (“Encompass”).
On December 9, 2020, Encompass announced a formal process to explore strategic alternatives for its home health and hospice business. On January 19, 2022, Encompass announced its home health and hospice business would be rebranded and operate under the name Enhabit Home Health & Hospice. In March 2022, we changed our name from Encompass Health Home Health Holdings, Inc. to Enhabit, Inc.
Separation from Encompass—
On July 1, 2022, Encompass completed the previously announced separation of the Company through the distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Enhabit to the stockholders of record of Encompass (the “Distribution”) as of the close of business on June 24, 2022 (the “Record Date”). The Distribution was effective at 12:01 a.m. Eastern Time on July 1, 2022. The Distribution was structured as a pro rata distribution of one share of Enhabit common stock for every two shares of Encompass common stock held of record as of the Record Date. No fractional shares were distributed. A cash payment was made in lieu of any fractional shares. As a result of the Distribution, Enhabit is now an independent public company, and its common stock is listed under the symbol “EHAB” on the New York Stock Exchange (the “Separation”).
The Separation was completed pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”) and other agreements with Encompass related to the Separation, including, but not limited to, a tax matters agreement (the “Tax Matters Agreement”), an employee matters agreement (the “Employee Matters Agreement”), and a transition services agreement (the “Transition Services Agreement” or “TSA”). Following the Separation, certain functions continue to be provided by Encompass under the TSA or are being performed using the Company’s own resources or third‑party providers. The Company incurred certain costs in its establishment as an independent, publicly traded company and expects to incur ongoing additional costs associated with operating as an independent, publicly traded company.
In early 2022, in anticipation of the Distribution, we transferred the “Encompass” trade name with a book value of $135.2 million and the related deferred tax liabilities with a book value of $31.0 million to Encompass, as they will continue to operate under the Encompass brand.
All share and earnings per share information has been retroactively adjusted for all periods presented to reflect the Distribution.
See also Note 8, Long-term Debt.
Basis of Presentation and Consolidation—
For periods prior to July 1, 2022, the accompanying consolidated financial statements of the Company and its subsidiaries have been derived from the consolidated financial statements and accounting records of Encompass as if the Company had operated on a stand-alone basis during the periods presented and were prepared utilizing the legal entity approach, in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Prior to July 1, 2022, the Company was reported as a single reportable segment within Encompass’s reportable segments and did not operate as a stand-alone company. Accordingly, Encompass historically reported the financial position and the related results of operations, cash flows, and changes in equity of the Company as a component of Encompass’s consolidated financial statements.
The consolidated financial statements include an allocation of expenses related to certain Encompass corporate functions as discussed in Note 15, Related Party Transactions.The consolidated financial statements also include revenues and expenses directly attributable to the Company and assets and liabilities specifically attributable to the Company. Encompass’s third-party debt and related interest expense have not been attributed to the Company because the Company is not the primary legal obligor of the debt, and the borrowings are not specifically identifiable to the Company. However,
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
subsequent to April 23, 2020, the Company was a guarantor for Encompass’s credit agreement and senior debt. In connection with the Distribution, the Company was released from its guarantee of Encompass’s indebtedness. The Company maintains its own cash management system and does not participate in a centralized cash management arrangement with Encompass.
Prior to the Distribution and Separation, we joined with Encompass in various U.S. federal, state, and local consolidated income tax filings. See Note 11, Income Taxes, for information related to our Tax Sharing Agreement with Encompass. The income tax amounts in these consolidated financial statements have been calculated based on a separate return methodology and are presented as if our income gave rise to separate federal and state consolidated income tax return filing obligations in the respective jurisdictions in which we operate, with adjustments described in Note 11, Income Taxes.
The consolidated financial statements include the assets, liabilities, revenues, and expenses of all wholly owned subsidiaries, majority-owned subsidiaries over which we exercise control, and, when applicable, entities in which we have a controlling financial interest.
We eliminate all intercompany accounts and transactions within the Company from our financial results. Transactions between the Company and Encompass have been included in these consolidated financial statements. The transfers with Encompass that were not settled are reflected in stockholders’ equity within Capital in excess of par value on the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. Within the Consolidated Statements of Cash Flows, these transfers are treated as an operating, financing or noncash activity determined by the nature of the transaction. Transactions between the Company and Encompass prior to July 1, 2022 were considered related party transactions. See Note 15, Related Party Transactions, for more information.
Variable Interest Entities—
Any entity considered a variable interest entity (“VIE”) is evaluated to determine which party is the primary beneficiary and thus should consolidate the VIE. This analysis is complex, involves uncertainties, and requires significant judgment on various matters. To determine if we are the primary beneficiary of a VIE, we must determine what activities most significantly impact the economic performance of the entity, whether we have the power to direct those activities, and if our obligation to absorb losses or receive benefits from the VIE could potentially be significant to the VIE.
Use of Estimates and Assumptions—
The preparation of our consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but not limited to: (1) estimates of net transaction prices to be collected for services and related revenue adjustments; (2) fair value of acquired assets and assumed liabilities in business combinations; (3) asset impairments, including goodwill; (4) depreciable lives of assets; (5) useful lives of intangible assets; (6) economic lives and fair value of leased assets; (7) fair value of stock-based compensation; (8) fair value of derivative instruments; (9) reserves for self-insured healthcare plans; and (10) reserves for professional, workers’ compensation, and comprehensive general insurance liability risks. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluation, as considered necessary. Actual results could differ from those estimates.
COVID-19 Pandemic—
The rapid onset of the COVID-19 Pandemic (the “pandemic”) caused a disruption to our nation’s healthcare system. In response to the public health emergency associated with the pandemic, the United States Congress and Centers for Medicare and Medicaid Services (“CMS”) adopted several statutory and regulatory measures intended to provide relief to healthcare providers to ensure patients would continue to have adequate access to care. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”), which temporarily suspended sequestration from May 1 through December 31, 2021. After the sequestration suspension was extended several times, sequestration resumed as of April 1, 2022, but was only a 1% payment reduction through June 30, 2022. Thereafter, the full 2% Medicare payment reduction resumed. Federal legislation, including the CARES Act and the 2021 Budget Act, and CMS regulatory actions include a number of other provisions, which are discussed below,
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
affecting our reimbursement and operations in both segments. In the United States, the public health emergency measures expired on May 11, 2023.
Additionally, the CARES Act, the 2021 Budget Act, and a series of waivers and guidance issued by CMS suspended various Medicare patient coverage criteria and documentation and care requirements in an effort to provide regulatory relief until the public health emergency for the pandemic ended. For home health, the relief included the allowance of nurse practitioners and physician assistants under certain conditions to certify, establish, and periodically review the plan of care, as well as supervise the provision of items and services for beneficiaries under the Medicare home health benefit, and the expansion of the use of telehealth. Additionally, CMS expanded the definition of “homebound” to include patients needing skilled services who are homebound due solely to their COVID-19 diagnosis or patients susceptible to contract COVID-19. For hospice, the relief included the temporary waiver of the requirement to use volunteers and to conduct a nurse visit every two weeks to evaluate aides, as well as the expanded use of telehealth for routine services and patient recertification.
The foregoing and other disruptions to our business as a result of the pandemic have had an adverse effect on our business and could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Net Service Revenue—
OurNet service revenue by payor source and segment is as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Home Health | | Hospice | | Consolidated |
| Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, |
| 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 |
| Medicare | $ | 557.4 | | | $ | 647.7 | | | $ | 701.8 | | | $ | 190.5 | | | $ | 191.7 | | | $ | 204.8 | | | $ | 747.9 | | | $ | 839.4 | | | $ | 906.6 | |
| Medicare Advantage | 199.2 | | | 152.1 | | | 117.4 | | | — | | | — | | | — | | | 199.2 | | | 152.1 | | | 117.4 | |
| Managed care | 80.9 | | | 63.7 | | | 62.1 | | | 5.0 | | | 1.4 | | | 3.2 | | | 85.9 | | | 65.1 | | | 65.3 | |
| Medicaid | 11.8 | | | 12.0 | | | 14.2 | | | 0.7 | | | 0.9 | | | 1.3 | | | 12.5 | | | 12.9 | | | 15.5 | |
| Other | 0.8 | | | 1.6 | | | 1.8 | | | — | | | — | | | — | | | 0.8 | | | 1.6 | | | 1.8 | |
| Total | $ | 850.1 | | | $ | 877.1 | | | $ | 897.3 | | | $ | 196.2 | | | $ | 194.0 | | | $ | 209.3 | | | $ | 1,046.3 | | | $ | 1,071.1 | | | $ | 1,106.6 | |
We record Net service revenueon an accrual basis using our best estimate of the transaction price for the type of service provided to the patient and expect to receive in exchange for providing services directly to patients. Our estimate of the transaction price includes adjustments for contractual rate and other revenue adjustments, including uncollectible amounts. Contractual rate revenue adjustments are recorded for the excess of our standard rates over the contracted rate applicable to the relevant payor, if any. We calculate contractual rate adjustments on a patient-by-patient basis based on the rates in effect for each primary third-party payor. Other revenue adjustments include adjustments for self-pay, uninsured patients and other payors and include revenue adjustments arising from billing documentation, face-to-face documentation, authorizations, and adjustments that may arise from payment, and other reviews by third-party payors or their agents. Estimates for other revenue adjustments are determined based on the aging of our accounts receivable, our historical collection experience for each type of payor, our success rate in the claims adjudication process and other relevant factors.
Management continually reviews the transaction price estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms that result from contract renegotiations and renewals. Due to complexities involved in determining amounts ultimately due under reimbursement arrangements with third-party payors, which are often subject to interpretation, we may receive reimbursement for healthcare services authorized and provided that is different from our estimates, and such differences could be material. In addition, laws and regulations governing the Medicare and Medicaid programs are complex, subject to interpretation, and are routinely modified for provider reimbursement. All healthcare providers participating in the Medicare and Medicaid programs are required to meet certain financial reporting requirements. Federal regulations require submission of annual cost reports covering medical costs and expenses associated with the services provided under each home health and hospice provider number to program beneficiaries. Annual cost reports required under the Medicare and Medicaid programs are subject to routine audits, which may result in adjustments to the amounts ultimately determined to be due to the Company under these reimbursement programs. If actual results are not consistent with our assumptions and judgments, we may be exposed to adjustments to our Net Service Revenue that could be material.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
CMS has been granted authority to suspend payments, in whole or in part, to Medicare providers if CMS possesses reliable information concerning an overpayment, fraud, or willful misrepresentation. If CMS suspects payments are being made as the result of fraud or willful misrepresentation, CMS may suspend payment at any time without providing prior notice to us. The initial suspension period is limited to 180 days; however, the payment suspension period can be extended almost indefinitely if the matter is under investigation by the United States Department of Health and Human Services Office of Inspector General or the United States Department of Justice. Therefore, we are unable to predict if or when we may be subject to a suspension of payments by the Medicare and/or Medicaid programs, the possible length of the suspension period, or the potential cash flow impact of a payment suspension. Any such suspension would adversely impact our financial position, results of operations, and cash flows.
Our performance obligations relate to contracts with a duration of less than one year. Therefore, we elected to apply the optional exemption to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. These unsatisfied or partially unsatisfied performance obligations primarily relate to services provided at the end of the reporting period.
We are subject to changes in government legislation that could impact Medicare payment levels and changes in payor patterns that may impact the level and timing of payments for services rendered.
Home Health Revenues
Under the Medicare home health prospective payment system, we are paid by Medicare based on episodes of care. The performance obligation is the rendering of services to the patient during the term of the episode of care. An episode of care is defined as a length of stay up to 60 days, with multiple continuous episodes allowed. A base episode payment is established by the Medicare program through federal regulation. The base episode payment can be adjusted based on each patient’s health including clinical condition, functional abilities, and service needs, as well as for the applicable geographic wage index, low utilization, patient transfers, and other factors. The services covered by the episode payment include all disciplines of care in addition to medical supplies. Medicare reimburses home health providers under the Patient-Driven Groupings Model. Under the Patient Driven Groupings Model (“PDGM”), the initial certification remains valid for 60 days. If a patient remains eligible for care after the initial period as certified by a physician, a new treatment period may begin.
Prior to January 1, 2021, we billed a portion of reimbursement from each Medicare episode near the start of each episode, and the resulting cash payment was typically received before all services were rendered. Effective January 1, 2021, this early payment process was eliminated. As we provide home health services to our patients on a scheduled basis over the episode of care in a manner that approximates a pro rata pattern, revenue for the episode of care is recorded over an average length of treatment period using a calendar day prorating method. The amount of revenue recognized for episodes of care which are incomplete at period end is based on the pro rata number of days in the episode that have been completed as of the period end date.
We are subject to certain Medicare regulations affecting outlier revenue if our patient’s care was unusually costly. Regulations require a cap on all outlier revenue at 10% of total Medicare revenues received by each provider during a cost reporting year. Management has reviewed the potential cap. Adjustments to the transaction price for the outlier cap were not material as of December 31, 2023 and December 31, 2022.
For episodic-based rates that are paid by other insurance carriers, including Medicare Advantage, we recognize revenue in a similar manner as discussed above for Medicare revenues. However, these rates can vary based upon the negotiated terms. For non-episodic-based revenue, revenue is recorded on an accrual basis based upon the date of service at amounts equal to our estimated per-visit transaction price. Price concessions, including contractual rate and other revenue adjustments are recorded as decreases to the transaction price.
Hospice Revenues
Medicare revenues for hospice are recognized and recorded on an accrual basis using the input method based on the number of days a patient has been on service at amounts equal to an estimated daily or hourly payment rate. The performance obligation is the rendering of services to the patient during each day that he or she is on hospice care. The payment rate is dependent on whether a patient is receiving routine home care, general inpatient care, continuous home care or respite care. Adjustments to Medicare revenues are recorded based on an inability to obtain appropriate billing documentation or authorizations acceptable to the payor or other reasons unrelated to credit risk. Hospice companies are subject to two specific payment limit caps under the Medicare program. One limit relates to inpatient care days that exceed 20% of the total days of hospice care provided for the year. The second limit relates to an aggregate Medicare
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
reimbursement cap calculated by the Medicare Administrative Contractors. Adjustments to the transaction price for these caps were not material as of December 31, 2023 and December 31, 2022.
For non-Medicare hospice revenues, we record gross revenue on an accrual basis based upon the date of service at amounts equal to our estimated per day transaction price. Price concessions, including contractual and other revenue adjustments are recorded as decreases to the transaction price and thus reduce our Net service revenue.
Cash and Cash Equivalents—
Cash and cash equivalents include highly liquid investments with maturities of three months or less when purchased. Carrying values of Cash and cash equivalents approximate fair value due to the short-term nature of these instruments.
We maintain amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the creditworthiness of those institutions, and we have not experienced any losses on such deposits.
Restricted Cash—
Restricted cash represents cash accounts maintained by a joint venture in which our joint venture partner requested, and we agreed, that the joint venture’s cash not be commingled with other corporate cash accounts and be used only to fund the operations of the joint venture.
Accounts Receivable, Net of Allowances—
We report Accounts receivable, net of allowances from services rendered at their estimated transaction price, which takes into account price concessions based on the amounts expected to be due from payors including federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, workers’ compensation programs, employers, and patients. We estimate the value of Accounts receivable, net of allowances based upon historical experience and other factors, including an aging of accounts receivable, evaluation of expected adjustments, past adjustments, and collection experience in relation to amounts billed, current contract and reimbursement terms, shifts in payors and other relevant information. Collection of Net service revenuewe expect to receive is normally a function of providing complete and correct billing information to the payors within the various filing deadlines. The evaluation of these factors involves complex, subjective judgments impacting the determination of the implicit price concession assumption. In addition, we compare our cash collections to recorded Net service revenueand evaluate our historical allowances, including implicit price concessions, based upon the ultimate resolution of the accounts receivable balance.
Our Accounts receivable, net of allowances are concentrated by type of payor. The concentration of patient service accounts receivable by payor class, as a percentage of total patient service Accounts receivable, net of allowances, is as follows: | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Medicare | 66.9 | % | | 74.2 | % |
| Managed care and other discount plans, including Medicare Advantage | 27.1 | % | | 21.0 | % |
| Medicaid | 5.2 | % | | 3.9 | % |
| Other | 0.8 | % | | 0.9 | % |
| Total | 100.0 | % | | 100.0 | % |
While revenues and accounts receivable from the Medicare program are significant to our operations, we do not believe there are significant credit risks associated with this government agency. We do not believe there are any other significant concentrations of revenues from any particular payor that would subject us to any significant credit risks in the collection of our accounts receivable.
Accounts requiring collection efforts are reviewed via system-generated work queues that automatically stage (based on age and size of outstanding balance) accounts requiring collection efforts for patient account representatives. Collection efforts include contacting the applicable party (both in writing and by telephone), providing information (both financial and clinical) to allow for payment or to overturn payor decisions to deny payment, and arranging payment plans with self-pay patients, among other techniques. When we determine all in-house efforts have been exhausted or it is a more prudent use of resources, accounts may be turned over to a collection agency.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The collection of outstanding receivables from Medicare and managed care payors is our primary source of cash and is critical to our operating performance. While it is our policy to verify insurance prior to a patient being admitted, there are various exceptions that can occur. Such exceptions include instances where we are unable to obtain verification because the patient’s insurance company was unable to be reached or contacted, a determination is made that a patient may be eligible for benefits under various government programs, such as Medicaid, and it takes several days, weeks, or months before qualification for such benefits is confirmed or denied.
If actual results are not consistent with our assumptions and judgments, we may be exposed to adjustments to our Net service revenue and cash collections that could be material. Changes in general economic conditions, business office operations, payor mix, or trends in federal or state governmental and private employer healthcare coverage could affect our collection of accounts receivable, financial position, results of operations, and cash flows.
Subsequent adjustments to accounts receivable determined to be the result of an adverse change in the payor’s ability to pay are recognized as provision for credit losses. The majority of what historically was classified as provision for credit losses under operating expenses is now treated as an implicit price concession factored into the determination of Net service revenuediscussed above. As of December 31, 2023 and 2022, the allowance for credit losses balance was $1.1 million. See Note 4, Accounts Receivable, Net of Allowances, for additional information.
Property and Equipment—
We report leasehold improvements, vehicles, and equipment at cost, net of accumulated depreciation and amortization and any asset impairments. We depreciate our assets using the straight-line method over the shorter of the estimated useful life of the assets or life of the underlying leases. Useful lives are generally as follows:
| | | | | |
| Years |
Leasehold improvements | 2 to 5 |
Vehicles | 3 |
Furniture, fixtures, and equipment | 2 to 5 |
Maintenance and repairs of leasehold improvements and equipment are expensed as incurred. We capitalize replacements and betterments that increase the estimated useful life of an asset.
We retain fully depreciated assets and accumulated depreciation accounts until we remove them from service. In the case of sale, retirement, or disposal, the asset cost and related accumulated depreciation balances are removed from the respective accounts, and the resulting net amount, less any proceeds, is included as a component of income from continuing operations in the Consolidated Statements of Income.
Leases—
We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the right-of-use asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the right-of-use asset and interest expense on the related lease liability. Certain of our lease agreements contain annual escalation clauses based on changes in the Consumer Price Index. The changes to the Consumer Price Index, as compared to our initial estimate at the lease commencement date, are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. We do not account for lease and non‑lease components separately for purposes of establishing right-of-use assets and lease liabilities.
Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We recognize lease expense for these leases on a straight-line basis over the lease term.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Goodwill and Other Intangible Assets, Net—
We are required to test our goodwill for impairment at least annually, as of October 1st, absent any triggering events that would accelerate an impairment assessment. The Company may perform interim impairment tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit or an indefinite lived intangible asset below its carrying amount. Potential impairment of a reporting unit is identified by comparing the reporting unit’s estimated fair value to its carrying amount. We recognize an impairment charge for any amount by which the carrying amount of the asset exceeds its fair value.
The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for its reporting units and perform a quantitative test as of the measurement date of the test. We assess qualitative factors in our home health and hospice reporting units to determine whether it is necessary to perform the quantitative impairment test. If, based on this qualitative assessment, we were to believe we must perform the quantitative goodwill impairment test, we would estimate the fair value of our reporting units using generally accepted valuation techniques including the income approach and the market approach. Fair value under the income approach is determined by discounting to present value the estimated future cash flows of each reporting unit. Significant assumptions are incorporated into the discounted cash flow analysis, such as estimates of revenue growth rates, timing of de novo openings, forecasted operating margins, the weighted average cost of capital, and terminal growth rates. Fair value under the market approach utilizes the guideline public company methodology, which uses valuation indicators, including market multiples of earnings before interest, taxes, depreciation and amortization, from other businesses that are similar to each reporting unit and implied control premiums. Changes in general economic and market conditions impacting these assumptions could result in goodwill impairment charges in future periods. When we dispose of a home health or hospice agency, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology.
We amortize the cost of intangible assets with finite useful lives over their respective estimated useful lives to their estimated residual value. As of December 31, 2023, none of our finite useful lived intangible assets has an estimated residual value. We also review these assets for impairment whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount.
The range of estimated useful lives and the amortization basis for our intangible assets, excluding goodwill, are generally as follows:
| | | | | | | | |
| | Estimated Useful Life and Amortization Basis |
Certificates of need | | 10 years using straight-line basis |
Licenses | | 10 to 20 years using straight-line basis |
Noncompete agreements | | 5 years using straight-line basis |
| | |
Trade names | | 1 to 5 years using straight-line basis |
Internal-use software | | 3 years using straight-line basis |
We capitalize the costs of obtaining or developing internal-use software, including external direct costs of material and services and directly related payroll costs. Amortization begins when the internal-use software is ready for its intended use. Costs incurred during the preliminary project and post-implementation stages, as well as maintenance and training costs, are expensed as incurred.
Impairment of Long-Lived Assets and Other Intangible Assets—
We assess the recoverability of long-lived assets (excluding goodwill) and identifiable acquired intangible assets with finite useful lives, whenever events or changes in circumstances indicate we may not be able to recover the asset’s carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset to the expected net future cash flows to be generated by that asset, or, for identifiable intangibles with finite useful lives, by determining whether the amortization of the intangible asset balance over its remaining life can be recovered through undiscounted future cash flows. The amount of impairment of identifiable intangible assets with finite useful lives, if any, to be recognized is measured based on projected discounted future cash flows. We measure the amount of impairment of other long-lived assets (excluding goodwill) as the amount by which the carrying value of the asset exceeds the fair market value of the asset, which is generally determined based on projected discounted future cash flows. We classify long-lived
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
assets to be disposed of other than by sale as held and used until they are disposed. We report long-lived assets to be disposed of by sale as held for sale and recognize those assets in the balance sheet at the lower of carrying amount or fair value less cost to sell, and we cease depreciation.
Investments in and Advances to Nonconsolidated Affiliates—
Investments in entities that we do not control but in which we have the ability to exercise significant influence over the operating and financial policies of the investees are accounted for under the equity method. Equity method investments are recorded at original cost and adjusted periodically to recognize our proportionate share of the investee’s net income or losses after the date of investment, additional contributions made, dividends or distributions received, and impairment losses resulting from adjustments to net realizable value. We record equity method losses in excess of the carrying amount of an investment when we guarantee obligations, or we are otherwise committed to provide further financial support to the affiliate.
We use the measurement alternative to account for equity investments and measure this investment at cost less impairment plus or minus observable price changes in orderly transactions for the identical investment or a similar investment of the same issuer at each reporting period.
Fair Value Measurements—
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability.
The basis for these assumptions establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
•Level 1 – Observable inputs such as quoted prices in active markets;
•Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
•Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows:
•Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
•Cost approach – Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and
•Income approach – Techniques to convert future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing models, and lattice models).
Our financial instruments consist mainly of cash and cash equivalents, restricted cash, accounts receivable, accounts payable interest rate swap agreement, and long-term debt. The carrying amounts of Cash and cash equivalents, Restricted cash, Accounts receivable, net of allowances, and Accounts payable approximate fair value because of the short-term maturity of these instruments.
There are assets and liabilities that are not required to be reported at fair value on a recurring basis. However, these assets may be recorded at fair value as a result of impairment charges or other adjustments made to the carrying value of the applicable assets. The fair value of our equipment is determined using discounted cash flows and significant unobservable inputs, unless there is an offer to purchase such assets, which could be the basis for determining fair value. The fair value of our Intangible assets, net, excluding goodwill, is determined using discounted cash flows and significant unobservable inputs. The fair value of our investments in nonconsolidated affiliates is determined using quoted prices in private markets, discounted cash flows or earnings, or market multiples derived from a set of comparables. The fair value of our Goodwill is determined using discounted projected operating results and cash flows, which involve significant unobservable inputs.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Noncontrolling Interests in Consolidated Affiliates—
The consolidated financial statements include all assets, liabilities, revenues, and expenses of less-than-100%-owned affiliates we control. Accordingly, we have recorded noncontrolling interests in the earnings and equity of such entities. We record adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interest holders are entitled based upon their portion of the subsidiaries they own. Distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interest holders’ balance.
Redeemable Noncontrolling Interests in Consolidated Affiliates—
Certain of our joint venture agreements contain provisions that allow our partners to require us to purchase their interests in the joint venture at fair value at certain points in the future. Because these noncontrolling interests provide for redemption features that are not solely within our control, we classify them as Redeemable noncontrolling interests outside of permanent equity in our Consolidated Balance Sheets and presents the redeemable noncontrolling interests at the greater of the carrying amount or redemption value at the end of each reporting period.
The following tables reconcile the net income attributable to nonredeemable Noncontrolling interests, as recorded in the shareholders’ equity section of the Consolidated Balance Sheets, and the net income attributable to Redeemable noncontrolling interests, as recorded in the mezzanine section of the Consolidated Balance Sheets, to the Net income attributable to noncontrolling interests presented in the Consolidated Statements of Income, and to the Comprehensive income attributable to noncontrolling interests presented in the Consolidated Statements of Comprehensive Income (in millions):
| | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | |
| 2023 | | 2022 | | 2021 | |
| Balance at beginning of period | $ | 5.2 | | | $ | 5.0 | | | $ | — | | |
| Net income (loss) attributable to noncontrolling interests | — | | | 0.2 | | | (0.1) | | |
| Distribution to noncontrolling interests | (0.2) | | | — | | | — | | |
Other(1) | — | | | — | | | 5.1 | | |
| Balance at end of period | $ | 5.0 | | | $ | 5.2 | | | $ | 5.0 | | |
(1)For additional information, see Note 2, Business Combinations.
| | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | |
| 2023 | | 2022 | | 2021 | |
| Net income attributable to nonredeemable noncontrolling interests | $ | 1.5 | | | $ | 1.9 | | | $ | 1.8 | | |
| Net income (loss) attributable to redeemable noncontrolling interests | — | | | 0.2 | | | (0.1) | | |
| Net income attributable to noncontrolling interests | $ | 1.5 | | | $ | 2.1 | | | $ | 1.7 | | |
Stock-Based Payments—
Prior to July 1, 2022, our employees participated in the Encompass equity-based incentive plans (the “Encompass Plans”). Beginning July 1, 2022, our employees participate in the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan (the “Enhabit Plan”). Enhabit has stockholder-approved stock-based compensation plans that provide for the granting of stock-based compensation to certain Company employees. All stock-based payments to employees, are recognized in the financial statements based on their estimated grant-date fair value and amortized on a straight-line basis over the applicable requisite service period. Stock-based compensation is included within General and administrative expenses on the Consolidated Statements of Income.
Advertising Costs—
We expense costs of print, radio, television, and other advertisements as incurred. Advertising expenses, primarily included in General and administrative expenses within the accompanying Consolidated Statements of Income, were immaterial in each of the years ended December 31, 2023, 2022, and 2021, respectively.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Income Taxes—
We provide for income taxes using the asset and liability method. This approach recognizes the amount of income taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for differences in the book and tax carrying amounts of our assets and liabilities.
Prior to the Distribution and Separation, we utilized the separate return approach for the purpose of the Company financial statements, including the income tax provisions and the related deferred tax assets and liabilities. The historic operations of the business reflect a separate return approach for each jurisdiction in which the Company had a presence and Encompass filed a tax return, with adjustments as discussed in Note 11, Income Taxes.
Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates.
A valuation allowance is required when it is more likely than not some portion of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income in the applicable tax jurisdiction. On a quarterly basis, we assess the likelihood of realization of our deferred tax assets considering all available evidence, both positive and negative.
We evaluate our tax positions and establish assets and liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes on a quarterly basis.
Derivative Instrument—
We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of an interest rate swap agreement. Our interest rate swap agreement is a derivative financial instrument and is used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.
Our objectives in using an interest rate derivative are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use an interest rate swap as part of our interest rate risk management strategy. An interest rate swap designated as a cash flow hedge involves the receipt of variable amounts from a counter party in exchange for us making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. In accordance with Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging,” we record the derivative in the Consolidated Balance Sheets as either an asset or a liability measured at fair value. The change in the fair value of the derivative designated and that qualify as a cash flow hedge is recorded on our Consolidated Balance Sheet in Accumulated other comprehensive loss net of tax and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. For the year ended December 31, 2023 such a derivative was used to hedge certain variable cash flows associated with existing variable-rate debt.
(Loss) Earnings per Common Share—
The following table sets forth the computation of diluted weighted average common shares outstanding for the years ended December 31, 2023 and 2022 (in millions). A total of 0.3 million and 0.2 million options to purchase Enhabit’s shares and 1.7 million and 0.6 million restricted stock awards and restricted stock units were excluded from the diluted weighted average common shares outstanding for the years ended December 31, 2023 and December 31, 2022 because their effects were anti-dilutive. There were no diluted or anti-dilutive shares for the years ended and 2021.
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Weighted average common shares outstanding: | | | | | |
| Basic | 49.9 | | 49.7 | | 49.6 |
| Dilutive effect of options and restricted stock units | — | | — | | | — |
| Diluted common shares outstanding | 49.9 | | 49.7 | | 49.6 |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Recent Accounting Pronouncements—
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures.” This standard provides guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted, and the disclosures in this standard are required to be applied on a retrospective basis. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This standard requires disaggregated income tax disclosures on the effective tax rate reconciliation and income taxes paid. This standard is effective for annual periods beginning after December 31, 2024. Early adoption is permitted, and the disclosures in this standard are required to be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.
2.Business Combinations:
We completed one, four and two acquisitions, respectively, during the years ended December 31, 2023, 2022, and 2021. We accounted for these transactions under the acquisition method of accounting and reported the results of operations of the acquired locations from the date of acquisition. Assets acquired, liabilities assumed, and noncontrolling interests were recorded at their estimated fair values as of the acquisition date. Estimated fair values were based on various valuation methodologies including: an income approach using primarily discounted cash flow techniques for the noncompete and license intangible assets; and an income approach utilizing the relief-from-royalty method for the trade name intangible asset. The aforementioned income methods utilize management’s estimates of future operating results and cash flows discounted using a weighted average cost of capital that reflects market participant assumptions. For all other assets and liabilities, the fair value was assumed to represent carrying value due to their short maturities. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. All goodwill recorded reflects our expectations of favorable growth opportunities in the home health and hospice markets based on positive demographic trends.
2023 Acquisitions
During the year ended December 31, 2023, we completed one acquisition for a total purchase price of $3.1 million using cash on hand. This acquisition was not material to our consolidated financial statements.
2022 Acquisitions
On January 1, 2022, we acquired a 50% equity interest from Frontier Home Health and Hospice, LLC in a joint venture with Saint Alphonsus Health System (“Saint Alphonsus”) which operates home health and hospice locations in Boise and Nampa, Idaho. This acquisition was made to enhance our position and ability to provide services to patients in this geographic area. The total purchase price was $15.9 million and was funded on December 31, 2021 using cash on hand.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
Cash and cash equivalents | $ | 0.7 | |
Accounts receivable, net of allowances | 1.6 | |
| |
| |
Operating lease right-of-use-assets | 0.3 | |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 5 years) | 0.2 | |
Trade name (useful life of 6 months) | 0.1 | |
| |
Licenses (useful lives of 10 years) | 0.9 | |
Internal-use software (useful life of 3 years) | 0.1 | |
Goodwill | 28.7 | |
Total assets acquired | 32.6 | |
Liabilities assumed: | |
Current operating lease liabilities | 0.1 | |
Accounts payable | 0.1 | |
Accrued payroll | 0.2 | |
Other current liabilities | 0.2 | |
Long-term operating lease liabilities | 0.2 | |
Total liabilities assumed | 0.8 | |
Noncontrolling interests | 15.9 | |
Net assets acquired | $ | 15.9 | |
Information regarding the cash paid for this acquisition during 2022 is as follows (in millions):
| | | | | |
Fair value of assets acquired | $ | 3.9 | |
Goodwill | 28.7 | |
Less: | |
Fair value of liabilities assumed | 0.8 | |
Fair value of noncontrolling interest owned by joint venture partner | 15.9 | |
Net cash paid for acquisition(1)
| $ | 15.9 | |
(1)As discussed above, the $15.9 million was funded on December 31, 2021, and is, therefore, included in the Consolidated Statement of Cash Flows for the year ended December 31, 2021.
On October 1, 2022, we acquired the assets of four Caring Hearts Hospice locations in Texas. This acquisition was made to enhance our position and ability to provide services to patients in this geographic area. The total purchase price was $13.9 million and was funded using cash on hand. The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
| |
| |
| |
| |
| |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 5 years) | $ | 0.6 | |
| |
| |
Licenses (useful lives of 10 years) | 0.6 | |
| |
Goodwill | 14.3 | |
Total assets acquired | 15.5 | |
Liabilities assumed: | |
| |
| |
| |
Other current liabilities | 1.6 | |
| |
Total liabilities assumed | 1.6 | |
| |
Net assets acquired | $ | 13.9 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Information regarding the cash paid for the acquisitions during 2022 is as follows (in millions):
| | | | | |
Fair value of assets acquired | $ | 1.2 | |
Goodwill | 14.3 | |
Less: | |
Fair value of liabilities assumed | 1.6 | |
| |
Net cash paid for acquisitions | $ | 13.9 | |
On November 1, 2022, we acquired the assets of Unity Hospice LLC, a hospice provider with one location in Arizona. This acquisition was made to enhance our position and ability to provide services to patients in this geographic area. The total purchase price was $2.1 million and was funded using cash on hand. The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
| |
| |
| |
| |
| |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 5 years) | $ | 0.1 | |
| |
| |
Licenses (useful lives of 10 years) | 0.1 | |
| |
Goodwill | 2.2 | |
Total assets acquired | 2.4 | |
Liabilities assumed: | |
| |
| |
| |
Other current liabilities | 0.3 | |
| |
Total liabilities assumed | 0.3 | |
| |
Net assets acquired | $ | 2.1 | |
Information regarding the cash paid for this acquisition during 2022 is as follows (in millions):
| | | | | |
Fair value of assets acquired | $ | 0.2 | |
Goodwill | 2.2 | |
Less: | |
Fair value of liabilities assumed | 0.3 | |
| |
Net cash paid for acquisitions | $ | 2.1 | |
On December 1, 2022, we acquired the assets of Southwest Florida Home Care, Inc., a home health provider with a location in Fort Myers, Florida. This acquisition was made to enhance our position and ability to provide services to patients in this geographic area. The total purchase price was $21.0 million and was funded using cash on hand and borrowings under our Revolving Credit Facility (as defined in Note 8, Long-term Debt). The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
| |
| |
Prepaid expenses and other current assets | $ | 0.1 | |
| |
Operating lease right-of-use-assets | 0.3 | |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 5 years) | 0.8 | |
| |
| |
Licenses (useful lives of 10 years) | 0.6 | |
| |
Goodwill | 19.6 | |
Total assets acquired | 21.4 | |
Liabilities assumed: | |
Current operating lease liabilities | 0.1 | |
| |
Accrued payroll | 0.1 | |
| |
Long-term operating lease liabilities | 0.2 | |
Total liabilities assumed | 0.4 | |
| |
Net assets acquired | $ | 21.0 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Information regarding the cash paid for this acquisition during 2022 is as follows (in millions):
| | | | | |
Fair value of assets acquired | $ | 1.8 | |
Goodwill | 19.6 | |
Less: | |
Fair value of liabilities assumed | 0.4 | |
| |
Net cash paid for acquisitions | $ | 21.0 | |
Pro Forma Results of Operations
The following table summarizes the results of operations of the above-mentioned acquisitions from their respective dates of acquisition included in our Consolidated Statements of Income and the unaudited pro forma results of operations of the combined entities had the date of the acquisitions been January 1, 2021 (in millions): | | | | | | | | | | | |
| Net Service
Revenue | | Net Income (Loss) Attributable to Enhabit |
| Acquired entities only: Actual from acquisition date to December 31, 2022 | $ | 12.1 | | | $ | 1.1 | |
| Combined entity: Supplemental pro forma from 01/01/2022-12/31/2022 (unaudited) | $ | 1,093.0 | | | $ | (37.2) | |
| Combined entity: Supplemental pro forma from 01/01/2021-12/31/2021 (unaudited) | $ | 1,136.5 | | | $ | 114.1 | |
The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisitions had occurred as of the beginning of 2021.
Approximately $50.5 million of the goodwill recorded as a result of these 2022 transactions is deductible for federal income tax purposes.
2021 Acquisitions
Frontier Acquisition
On June 1, 2021, we completed the acquisition of the home health and hospice assets of Frontier Home Health and Hospice (“Frontier”) in Alaska, Colorado, Montana, Washington, and Wyoming. The Frontier acquisition included the purchase of a 50% equity interest in the Heart of the Rockies Home Health joint venture and a 90% equity interest in the Hospice of Southwest Montana joint venture (inclusive of an additional 40% equity interest purchased for approximately $4.0 million). We consolidate both of these joint ventures. The Hospice of Southwest Montana joint venture is consolidated under the VIE model. On the acquisition date, nine home health and eleven hospice locations became part of our national network of home health and hospice locations. This acquisition was made to expand our existing presence in Colorado and Wyoming and extend our services to Alaska, Montana, and Washington. We funded this transaction using cash on hand and contributions from Encompass.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
Cash and cash equivalents | $ | 0.8 | |
Accounts receivable, net of allowances | 0.9 | |
Prepaid expenses and other current assets | 0.2 | |
Property and equipment | 0.1 | |
Operating lease right-of-use-assets | 0.9 | |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 5 years) | 1.7 | |
Trade name (useful life of 3 months) | 0.2 | |
Certificates of need (useful lives of 10 years) | 3.1 | |
Licenses (useful lives of 10 years) | 4.8 | |
Goodwill | 92.4 | |
Total assets acquired | 105.1 | |
Liabilities assumed: | |
Current operating lease liabilities | 0.3 | |
Accounts payable | 0.2 | |
Accrued payroll | 0.8 | |
Long-term operating lease liabilities | 0.7 | |
Total liabilities assumed | 2.0 | |
Redeemable and nonredeemable noncontrolling interests | 3.9 | |
Net assets acquired | $ | 99.2 | |
Information regarding the net cash paid for this acquisition is as follows (in millions):
| | | | | |
Fair value of assets acquired, net of $0.8 million of cash acquired | $ | 11.9 | |
Goodwill | 92.4 | |
Less: | |
Fair value of liabilities assumed | 2.0 | |
Fair value of redeemable and nonredeemable noncontrolling interest owned by joint venture partner | 3.9 | |
Net cash paid for acquisition | $ | 98.4 | |
Other Home Health and Hospice Acquisition
In December 2021, we acquired an additional 29% equity interest from Baptist Outpatient Services, Inc. in our existing Encompass Health Home Health of South Florida, LLC joint venture. This transaction increased our ownership interest from 51% to 80% and resulted in a change in accounting for this joint venture from the equity method of accounting to a consolidated entity. As a result of our consolidation of this entity and the remeasurement of our previously held equity interest to fair value, Goodwill increased $8.0 million, and we recorded a $3.2 million gain as part of Other income during 2021. This transaction was made to increase our ownership in a profitable entity and continue to grow our business. This acquisition was funded using cash on hand.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):
| | | | | |
Cash and cash equivalents | $ | 0.8 | |
Accounts receivable, net of allowances | 2.0 | |
Identifiable intangible assets: | |
Noncompete agreement (useful life of 2 years) | 0.1 | |
Licenses (useful lives of 10 years) | 1.7 | |
Goodwill | 8.0 | |
Total assets acquired | 12.6 | |
Liabilities assumed: | |
Accounts payable | 0.2 | |
Accrued payroll | 0.3 | |
Other current liabilities | 0.4 | |
Other long-term liabilities | 0.1 | |
Total liabilities assumed | 1.0 | |
Redeemable noncontrolling interests | 2.3 | |
Net assets acquired | $ | 9.3 | |
Information regarding the net cash paid for this acquisition is as follows (in millions):
| | | | | |
Fair value of assets acquired, net of $0.8 million of cash acquired | $ | 3.8 | |
Goodwill | 8.0 | |
Less: | |
Fair value of liabilities assumed | 1.0 | |
Fair value of redeemable noncontrolling interest owned by joint venture partner | 2.3 | |
Fair value of equity interest prior to acquisition | 5.3 | |
Net cash paid for acquisition | $ | 3.2 | |
Pro Forma Results of Operations
The following table summarizes the results of operations of the above-mentioned acquisitions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2021 (in millions): | | | | | | | | | | | |
| Net Service
Revenue | | Net Income (Loss) Attributable to
Enhabit |
| Acquired entities only: Actual from acquisition date to December 31, 2021 | | | |
| Frontier | $ | 19.7 | | | $ | 0.7 | |
| All other home health and hospice | $ | 0.9 | | | $ | (0.1) | |
| Combined entity: Supplemental pro forma from 01/01/2021-12/31/2021 (unaudited) | $ | 1,131.0 | | | $ | 111.6 | |
| | | |
The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisitions had occurred as of the beginning of our 2021 reporting period.
The amount of goodwill recorded as a result of these 2021 transactions that is deductible for federal income tax purposes is $96.3 million.
3.Variable Interest Entities:
As of December 31, 2023, 2022, and 2021 we consolidated two joint venture entities that are VIEs and of which we are the primary beneficiary. Our ownership percentages in these entities range from 60% to 90% as of December 31, 2023. Through partnership and management agreements with or governing these entities, we manage these entities and handle all day-to-day operating decisions. Accordingly, we have the decision-making power over the activities that most significantly impact the economic performance of the VIEs and an obligation to absorb losses or receive benefits from the VIEs that could potentially be significant to the VIEs. These decisions and significant activities include, but are not limited to, marketing efforts, oversight of patient admissions, medical training, nurse and therapist scheduling, provision of healthcare
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
services, billing, collections and creation and maintenance of medical records. The terms of the agreements governing the VIEs prohibit us from using the assets of the VIEs to satisfy the obligations of other entities.
The carrying amounts and classifications of the consolidated VIEs’ assets and liabilities, which are included in our Consolidated Balance Sheet, are as follows (in millions):
| | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Assets | | | |
| Current Assets | | | |
| Restricted cash | $ | 1.8 | | | $ | 4.0 | |
| Accounts receivable, net of allowances | 2.3 | | | 2.9 | |
| Other current assets | 0.5 | | | — | |
| Total current assets | 4.6 | | | 6.9 | |
| Operating lease right-of-use assets | 0.1 | | | 0.2 | |
| Goodwill | 12.4 | | | 12.4 | |
| Intangible assets, net | 0.9 | | | 1.1 | |
| | | |
| Total assets | $ | 18.0 | | | $ | 20.6 | |
| | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Liabilities | | | |
| Current Liabilities: | | | |
| Current operating lease liabilities | $ | 0.1 | | | $ | 0.1 | |
| Accrued payroll | 0.2 | | | 0.2 | |
| Other current liabilities | 0.2 | | | 0.1 | |
| Total current liabilities | 0.5 | | | 0.4 | |
| Other long-term liabilities | 0.1 | | | 0.1 | |
| Total liabilities | $ | 0.6 | | | $ | 0.5 | |
4.Accounts Receivable, Net of Allowances:
Accounts receivable, net of allowances consists of the following (in millions):
| | | | | | | | | | | |
| |
| As of December 31, |
| 2023 | | 2022 |
| Accounts receivable | $ | 165.8 | | | $ | 150.7 | |
| Less: allowance for credit losses | 1.1 | | | 1.1 | |
| Accounts receivable, net of allowances | $ | 164.7 | | | $ | 149.6 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
5.Property and Equipment:
Property and equipment consists of the following (in millions): | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Leasehold improvements | $ | 3.1 | | | $ | 3.0 | |
| Vehicles | 29.9 | | | 31.3 | |
| Furniture, fixtures, and equipment | 41.4 | | | 38.5 | |
| 74.4 | | | 72.8 | |
| Less: Accumulated depreciation and amortization | (55.4) | | | (52.4) | |
| Property and equipment, net | $ | 19.0 | | | $ | 20.4 | |
The amount of depreciation expense is as follows (in millions): | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Depreciation expense | $ | 4.3 | | | $ | 4.6 | | | $ | 5.8 | |
6.Leases:
We lease office space, vehicles, and equipment under operating and finance leases with non-cancelable terms generally expiring at various dates through 2035. Our operating and finance leases generally have one- to eleven-year terms. Certain leases also include options to purchase the leased property.
The components of lease costs are as follows (in millions): | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Operating lease cost: | | | | | |
| General and administrative expenses | $ | 20.5 | | | $ | 20.1 | | | $ | 19.2 | |
| Finance lease cost: | | | | | |
| Amortization of right-of-use assets | 3.1 | | | 3.8 | | | 6.0 | |
| Interest on lease liabilities | 0.2 | | | 0.2 | | | 0.2 | |
| Total finance lease cost | 3.3 | | | 4.0 | | | 6.2 | |
| Total lease cost | $ | 23.8 | | | $ | 24.1 | | | $ | 25.4 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Supplemental Consolidated Balance Sheet information related to leases is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| | | As of December 31, |
| Classification | | 2023 | | 2022 |
| Assets | | | | | |
| Operating lease | Operating lease right-of-use assets | | $ | 57.5 | | | $ | 42.0 | |
Finance lease(1) | Property and equipment, net | | 9.9 | | | 10.1 | |
| Total leased assets | | | $ | 67.4 | | | $ | 52.1 | |
| | | | | |
| Liabilities | | | | | |
| Current Liabilities: | | | | | |
| Operating lease | Current portion of operating lease liabilities | | $ | 11.8 | | | $ | 14.0 | |
| Finance lease | Current portion of long-term debt | | 2.5 | | | 3.1 | |
| Noncurrent liabilities | | | | | |
| Operating lease | Long-term operating lease liabilities, net of current portion | | 45.7 | | | 28.1 | |
| Finance lease | Long-term debt, net of current portion | | 3.1 | | | 2.1 | |
| Total leased liabilities | | | $ | 63.1 | | | $ | 47.3 | |
(1) Finance lease assets are recorded net of accumulated amortization of $20.0 million and $21.3 million as of December 31, 2023 and 2022, respectively.
| | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Weighted Average Remaining Lease Term | | | |
| Operating lease | 5.8 years | | 3.5 years |
| Finance lease | 2.7 years | | 1.8 years |
| Weighted Average Discount Rate | | | |
| Operating lease | 6.7 | % | | 4.7 | % |
| Finance lease | 4.7 | % | | 2.9 | % |
Maturities of lease liabilities as of December 31, 2023 are as follows (in millions):
| | | | | | | | | | | |
Year Ending December 31, | Operating Leases | | Finance Leases |
| 2024 | $ | 15.0 | | | $ | 2.7 | |
| 2025 | 13.9 | | | 1.6 | |
| 2026 | 11.1 | | | 1.0 | |
| 2027 | 8.1 | | | 0.7 | |
| 2028 | 5.3 | | | — | |
| 2029 and thereafter | 17.8 | | | — | |
| Total lease payments | 71.2 | | | 6.0 | |
| Less: Interest portion | (13.7) | | | (0.5) | |
| Total lease liabilities. | $ | 57.5 | | | $ | 5.5 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Supplemental cash flow information related to our leases is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | |
| Operating cash flows from operating leases | $ | 16.0 | | | $ | 17.1 | | | $ | 16.5 | |
| Operating cash flows from finance leases | $ | 0.2 | | | $ | 0.2 | | | $ | 0.2 | |
| Financing cash flows from finance leases | $ | 3.4 | | | $ | 5.0 | | | $ | 7.2 | |
| | | | | |
| Right-of-use assets obtained in exchange for lease obligations: | | | | | |
| Operating leases | $ | 31.6 | | | $ | 10.7 | | | $ | 24.2 | |
| Finance leases | $ | 3.8 | | | $ | 3.5 | | | $ | 4.1 | |
In March 2023, we renewed the lease on our corporate headquarters office space for a term of 11 years. The lease commences on June 1, 2024 and expires in May 2035. The minimum lease payment obligations due under this lease are $19.8 million.
7.Goodwill and Other Intangible Assets, Net:
The following table shows changes in the carrying amount of Goodwill for the years ended December 31, 2023 and 2022 (in millions): | | | | | | | | | | | | | | | | | |
| Home Health | | Hospice | | Consolidated |
| Goodwill as of December 31, 2021 | $ | 911.7 | | | $ | 277.3 | | | $ | 1,189.0 | |
| Acquisitions | 38.5 | | | 26.3 | | | 64.8 | |
| Impairment | (109.0) | | | — | | | (109.0) | |
| Goodwill as of December 31, 2022 | $ | 841.2 | | | $ | 303.6 | | | $ | 1,144.8 | |
| Acquisitions | 2.7 | | | — | | | 2.7 | |
| Impairment | — | | | (85.8) | | | (85.8) | |
| Goodwill as of December 31, 2023 | $ | 843.9 | | | $ | 217.8 | | | $ | 1,061.7 | |
Goodwill decreased as a result of the impairment charges recorded for the years ended December 31, 2023 and 2022. These decreases were partially offset by the acquisitions discussed in Note 2, Business Combinations.
We are required to test our goodwill for impairment at least annually, as of October 1st, absent any triggering events that would accelerate an impairment assessment.
During the preparation of our consolidated financial statements for the year ended December 31, 2022, we identified potential impairment triggering events in the fourth quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included lower than expected fourth quarter operating results, a change in our acquisition strategy and declining collections, which we believe was in part a result of the growing shift in our third‑party payor mix, and specifically, an increase in Medicare Advantage payors.
During the three months ended June 30, 2023, we identified potential impairment triggering events in the quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included our performance against the 2023 forecast, a decrease in our share price and market capitalization, and the release of the 2024 proposed rule for home health on June 30, 2023, which included a net negative home health payment update.
During the three months ended September 30, 2023, we identified potential impairment triggering events in the quarter and determined a quantitative analysis of our two reporting units should be performed. These triggering events included our performance against the 2023 forecast and a decrease in our share price and market capitalization.
We estimated the fair value of our reporting units using both the income approach and market approach. The assumptions used in the income approach incorporate a number of significant estimates and judgments, including the revenue growth rates, timing of de novo openings, forecasted operating margins, the weighted average cost of capital, and terminal growth rates. The market approach utilizes the guideline public company methodology, which uses valuation
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
indicators, including market multiples of earnings before interest, taxes, depreciation and amortization, from other businesses that are similar to each reporting unit and implied control premiums.
While management believes the assumptions used are reasonable and commensurate with the views of a market participant, there is also uncertainty in current general economic and market conditions. The result of the analysis is sensitive to changes in key assumptions, such as assumed future reimbursement rates, rising interest rates and labor costs and delays in our ability to complete de novo openings, which could negatively impact our forecasted cash flows and result in an impairment charge in future periods.
Based on the quantitative analysis in the fourth quarter of 2022, we recorded an impairment charge of $109.0 million in the three months ended December 31, 2022 to reflect a decrease in the carrying value of our home health reporting unit. As of December 31, 2022, the fair value of our hospice reporting unit exceeded its carrying value by less than 15%. As of December 31, 2022, the hospice reporting unit had an allocated goodwill balance of $303.6 million.
Based on the quantitative analysis in the second quarter of 2023, we recorded an impairment charge of $85.8 million for the three months ended June 30, 2023 to reflect a decrease in the carrying value of our hospice reporting unit. As of June 30, 2023, the hospice reporting unit had an allocated goodwill balance of $217.8 million. As of June 30, 2023, the home health reporting unit had an allocated goodwill balance of $843.9 million.
Based on the results of the quantitative analysis, no adjustments to the carrying value of goodwill for each of the reporting units were necessary during the three months ended September 30, 2023. As of September 30, 2023, the fair value of our home health and hospice units exceeded their carrying value by less than 7% and 5%, respectively. The home health and hospice reporting units had an allocated goodwill balance of $843.9 million and $217.8 million, respectively. We conducted our annual impairment test again at October 1, 2023, which resulted in the same values determined as of September 30, 2023.
As of December 31, 2023 and 2022, consolidated accumulated impairment charges of $194.8 million and $109.0 million, respectively, were included in Goodwill.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table provides information regarding our other Intangible assets, net (in millions): | | | | | | | | | | | | | | | | | |
| Gross Carrying Amount | | Accumulated Amortization | | Net |
| Certificates of need: | | | | | |
| 2023 | $ | 89.2 | | | $ | (50.0) | | | $ | 39.2 | |
| 2022 | $ | 89.2 | | | $ | (41.4) | | | $ | 47.8 | |
| Licenses: | | | | | |
| 2023 | $ | 131.2 | | | $ | (93.9) | | | $ | 37.3 | |
| 2022 | $ | 131.1 | | | $ | (80.8) | | | $ | 50.3 | |
| Noncompete agreements: | | | | | |
| 2023 | $ | 15.1 | | | $ | (12.6) | | | $ | 2.5 | |
| 2022 | $ | 14.9 | | | $ | (11.6) | | | $ | 3.3 | |
| | | | | |
| | | | | |
| | | | | |
| Trade names: | | | | | |
| 2023 | $ | 7.6 | | | $ | (7.6) | | | $ | — | |
| 2022 | $ | 7.5 | | | $ | (7.5) | | | $ | — | |
| Internal-use software: | | | | | |
| 2023 | $ | 25.9 | | | $ | (24.9) | | | $ | 1.0 | |
| 2022 | $ | 25.4 | | | $ | (24.2) | | | $ | 1.2 | |
| Total intangible assets: | | | | | |
| 2023 | $ | 269.0 | | | $ | (189.0) | | | $ | 80.0 | |
| 2022 | $ | 268.1 | | | $ | (165.5) | | | $ | 102.6 | |
Amortization expense for other intangible assets is as follows (in millions): | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Amortization expense | $23.5 | | $24.5 | | $25.1 |
Total estimated amortization expense for our other intangible assets for the next five years is as follows (in millions): | | | | | | | | |
| Year Ending December 31, | | Estimated Amortization Expense |
| 2024 | | $ | 23.0 | |
| 2025 | | $ | 15.7 | |
| 2026 | | $ | 12.4 | |
| 2027 | | $ | 11.3 | |
| 2028 | | $ | 8.0 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
8.Long-term Debt:
Our long-term debt outstanding consists of the following (in millions): | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Credit Agreement— | | | |
| Advances under revolving credit facility | $ | 180.0 | | | $ | 190.0 | |
| Term loan facilities | 367.1 | | | 387.9 | |
| | | |
| Finance lease obligations | 5.5 | | | 5.2 | |
| 552.6 | | | 583.1 | |
| Less: Current portion | (22.5) | | | (23.1) | |
| Long-term debt, net of current portion | $ | 530.1 | | | $ | 560.0 | |
The following chart shows scheduled principal payments due on long-term debt for the next five years (in millions):
| | | | | | | | |
| Year Ending December 31, | | Amount |
| 2024 | | $ | 22.5 | |
| 2025 | | 21.4 | |
| 2026 | | 21.0 | |
| 2027 | | 490.6 | |
| 2028 and thereafter | | — | |
| Gross maturities | | 555.5 | |
| Less unamortized debt issuance costs | | (2.9) | |
| Total | | $ | 552.6 | |
In June 2022, the Company entered into a credit agreement (the “Credit Agreement”) that consists of a $400.0 million term loan A facility (the “Term Loan A Facility”) and a $350.0 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility, the “Credit Facilities”). The Credit Facilities mature in June 2027. Interest on the loans under the Credit Facilities is calculated by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate, plus an applicable interest rate margin. Enhabit may voluntarily prepay outstanding loans under the Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. The Term Loan A Facility contains customary mandatory prepayments, including with respect to proceeds from asset sales and from certain incurrences of indebtedness.
On June 30, 2022, we drew the full $400.0 million of the Term Loan A Facility and $170.0 million on the Revolving Credit Facility. The net proceeds of $566.6 million were distributed to Encompass prior to the completion of the Distribution. For additional information on the Separation, see Note 1, Summary of Significant Accounting Policies,to the accompanying consolidated financial statements.
The Term Loan A Facility amortizes by an amount per annum equal to 5.0% of the outstanding principal amount thereon as of the closing date, payable in equal quarterly installments, with the balance being payable in June 2027. The Revolving Credit Facility provides the ability to borrow and obtain letters of credit, which is subject to a $75.0 million sublimit. Obligations under the Credit Facilities are guaranteed by our existing and future wholly owned domestic material subsidiaries (the “Guarantors”), subject to certain exceptions. Borrowings under the Credit Facilities are secured by first priority liens on substantially all the assets of Enhabit and the Guarantors, subject to certain exceptions. The Credit Facilities contain representations and warranties, affirmative and negative covenants, and events of default customary for secured financings of this type, including limitations with respect to liens, fundamental changes, indebtedness, restricted payments, investments, and affiliate transactions, in each case, subject to a number of important exceptions and qualifications.
On June 27, 2023, we amended the Credit Facilities (the “First Amendment”) to provide for, among other things: (i) a new tier to the pricing grid for interest rate margins when the total net leverage ratio exceeds 4.50 to 1.00; (ii) changes to the conditions concerning the Company’s total net leverage ratio that must be met for the Company to borrow incremental ratio-based amounts; (iii) an increase in the maximum permitted total net leverage ratio to 5.25 to 1.00 for the quarters ending June 30, 2023, September 30, 2023, and December 31, 2023, stepping down to 5.00 to 1.00 for the quarter ending
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2024, 4.75 to 1.00 for the quarter ending June 30, 2024, and 4.50 to 1.00 for the quarter ending September 30, 2024 and thereafter; and (iv) modifications to the Company’s ability to declare and make certain restricted payments.
On September 29, 2023, we entered into a Limited Waiver (the “Waiver”) with Wells Fargo Bank, National Association, as administrative agent to the other lenders (the “Administrative Agent”) under the Credit Agreement and the First Amendment. The Waiver released the Company from the requirement to comply with the total net leverage ratio and the interest coverage ratio covenants for the three months ended September 30, 2023. The Waiver also required that, until such time as the Company certified compliance with the waived financial covenants, the aggregate principal amount of the Company’s revolving loans allowed under the Credit Agreement were decreased from $350.0 million to $230.0 million. All other covenants and terms of the Credit Agreement remained unchanged and in effect. Although we were not required to be in compliance with the financial covenants as of September 30, 2023, we were in compliance with the financial covenants under the Credit Facilities.
As of September 30, 2023, our forecasted results suggested there was uncertainty of meeting our covenants through a period of one year from the issuance date of the September 30, 2023 financial statements. As a result, on November 3, 2023, we amended the Credit Facilities (the “Second Amendment”) to provide for, among other things: (i) an increase in the maximum permitted Total Net Leverage Ratio (as defined in the Credit Agreement) to 6.75 to 1.00 for the quarters ending December 31, 2023 and March 31, 2024, stepping down to 6.50 to 1.00 for the quarters ending June 30, September 30 and December 31, 2024, 5.75 to 1.00 for the quarter ending March 31, 2025, and 4.50 to 1.00 for the quarter ending June 30, 2025 and thereafter; (ii) the addition of a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) covenant of 1.15 to 1.00 until the end of the Covenant Adjustment Period (as defined below); (iii) no Interest Coverage Ratio (as defined in the Credit Agreement) covenant until the end of the Covenant Adjustment Period; (iv) a permanent reduction in the Revolving Credit Facility commitment from $350.0 million to $220.0 million; (v) an increase in the Applicable Commitment Fee (as defined in the Credit Agreement) during the Covenant Adjustment Period; (vi) suspension of the ability of the Company to request incremental commitments under the Credit Agreement during the Covenant Adjustment Period; (vii) an increase of 0.25% in the applicable interest rate margins on amounts outstanding under the Credit Agreement during the Covenant Adjustment Period; (viii) limits on the amount of cash the Company can keep on hand and outside the lender group during the Covenant Adjustment Period; and (ix) additional limits on permitted indebtedness and acquisitions, permitted liens, restricted payments and permitted investments during the Covenant Adjustment Period. The “Covenant Adjustment Period” begins on the date of the Second Amendment and ends on the earlier of (a) the date the Company provides evidence of compliance with the financial covenants in the Credit Agreement, as amended, for the fiscal quarter ended June 30, 2025 and (b) the date that the Company provides evidence of compliance with the financial covenants in the Credit Agreement as in effect immediately prior to the First Amendment for the applicable quarter.
Under specified circumstances, including non-compliance with any of the covenants described above and the unavailability of any waiver, amendment or other modification thereto, we may not be able to borrow under the Revolving Credit Facility. Additionally, violation of the covenants would result in an event of default under the Credit Facilities. A default that occurs, and is not cured within any applicable cure period or is not waived, would permit lenders to accelerate the maturity of the debt under the Credit Facilities and to foreclose upon any collateral securing the debt.
As a result of the amendment above, our forecasted results indicate we will continue to be in compliance with our financial covenants through a period of one year from the issuance date of the December 31, 2023 financial statements. We cannot guarantee we will be in compliance with our financial covenants for each reporting period through a period of one year from the issuance date of the December 31, 2023 financial statements. As of December 31, 2023, we were in compliance with our financial covenants under the Credit Facilities. We continually evaluate our expected compliance with the covenants described above and take all appropriate steps to proactively renegotiate such covenants when appropriate.
As of December 31, 2023, amounts drawn under both the Term Loan A Facility and the Revolving Credit Facility had an interest rate of 8.0%. On October 20, 2022, we entered into an interest rate swap to manage our exposure to interest rate movements for a portion of our Term Loan A Facility. The interest rate swap has a $200.0 million notional value and a maturity date of October 20, 2025. Beginning in October 2022, we receive the one-month SOFR and pay a fixed rate of interest of 4.3%. See also Note 12, Derivative Instruments.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The carrying amounts and estimated fair values for our long-term debt are presented in the following table (in millions): | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value |
| Long-term debt: | | | | | | | |
| Advances under revolving credit facility | $ | 180.0 | | | $ | 180.0 | | | $ | 190.0 | | | $ | 190.0 | |
| Term loan A facility | $ | 367.1 | | | $ | 354.4 | | | $ | 387.9 | | | $ | 356.6 | |
| | | | | | | |
| Finance lease obligations | $ | 5.5 | | | $ | 5.5 | | | $ | 5.2 | | | $ | 5.2 | |
Fair values for our long-term debt and financial commitments are determined using inputs, including quoted prices in nonactive markets, that are observable either directly or indirectly, or Level 2 inputs within the fair value hierarchy. See Note 1, Summary of Significant Accounting Policies—Fair Value Measurements.
9.Stock-Based Payments:
Prior to July 1, 2022, the Company’s employees and board of directors participated in Encompass’s various stock‑based plans. All stock-based payments to employees are recognized in the financial statements based on their estimated grant-date fair value and amortized on a straight-line basis over the applicable requisite service period. On July 1, 2022, all unvested Encompass restricted stock awards (“RSA”), restricted stock units (“RSU”), and stock options to purchase shares issued to our employees were canceled and replaced with restricted stock, restricted stock units, and options to purchase shares issued under the Enhabit 2022 Omnibus Performance Incentive Plan (the “2022 Plan”). This represented a modification (the “Modification”) of outstanding stock-based compensation awards.
Prior to the Separation, Encompass issued a total of 128,000 RSAs and RSUs to members of our management team. Approximately 47,000 of these awards contain only a service condition, while the remainder contain both a service and a performance condition. Additionally, Encompass granted approximately 22,000 stock options to a member of our management team. The fair value of these awards and options was determined using the policies described in Note 1, Summary of Significant Accounting Policies.
As a result of the Modification, all outstanding stock-based compensation of Encompass stock awarded to Enhabit employees were converted to Enhabit stock using a conversion rate that retained the fair value of the awards immediately prior to the Modification.
All performance-based RSUs were measured immediately prior to the Modification. The number of shares to be issued upon vesting was determined, and these awards were converted to restricted stock units of Enhabit that vest based upon a service condition. All service based RSAs were converted to restricted stock awards of Enhabit that vest based upon a service condition. The outstanding options to purchase shares of Encompass stock were converted to options to purchase shares of Enhabit stock. There was no additional compensation cost as a result of the Modification.
Stock Options—
Under the Enhabit, Inc. 2022 Omnibus Performance Incentive Plan, one member of management is given the right to purchase shares of Enhabit common stock at a fixed grant price determined on the day the options are granted. The terms and conditions of the options, including exercise prices and the periods in which options are exercisable, are generally at the discretion of the compensation and human capital committee of Enhabit’s board of directors. However, no options are exercisable beyond ten years from the date of grant. Granted options vest over the awards’ requisite service periods, which are generally three years.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The grant date fair values of stock options granted were estimated at the grant date using the Black-Scholes option‑pricing model with the following weighted average assumptions: | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 | | | | |
| Expected volatility | 53.0 | % | | 28.3 | % | | 28.4 | % | | | | |
| Risk-free interest rate | 4.1 | % | | 1.7 | % | | 1.1 | % | | | | |
| Expected life (years) | 6.0 | | 7.8 | | 7.1 | | | | |
| Dividend yield | — | % | | 1.9 | % | | 1.9 | % | | | | |
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, the Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the expected stock price volatility. Prior to the Separation, volatility was calculated based on the historical volatility of Encompass’s common stock over the period commensurate with the expected term of the options. The risk-free interest rate was the implied daily yield currently available on U.S. Treasury issues with a remaining term closely approximating the expected term used as the input to the Black-Scholes option-pricing model. The expected term was estimated through an analysis of actual, historical post-vesting exercise, cancellation, and expiration behavior by Encompass employees and projected post-vesting activity of outstanding options. The dividend yield was estimated based on Encompass’s annual dividend rate and the Encompass stock price on the dividend payment dates. For options granted after the Separation, volatility was estimated using the historical value of our peer group for a period of time commensurate with the expected term of the options. The expected term was estimated using the simplified method outlined in the Securities and Exchange Commission’s Staff Accounting Bulletin 120. The dividend yield is zero. We recognize forfeitures for all award types as they occur. Under the Black-Scholes option-pricing model, the weighted average grant date fair value per share of employee stock options granted was $8.35, $7.01, and $7.79 during the years ended December 31, 2023, 2022, and 2021, respectively.
A summary of our stock option activity for employees specifically identifiable to the Company and related information is as follows: | | | | | | | | | | | | | | | | | | | | | | | |
|
Shares
(In Thousands) | | Weighted Average Exercise Price per Share | | Weighted
Average Remaining Life (Years) | |
Aggregate Intrinsic Value
(In Millions) |
| Outstanding, December 31, 2022 | 222.2 | | $27.07 | | | | |
| | | | | | | |
| Granted | 64.1 | | $15.30 | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Expirations | — | | $— | | | | |
| Outstanding, December 31, 2023 | 286.3 | | $24.44 | | 6.8 | | $— |
| Exercisable, December 31, 2023 | 172.2 | | $26.66 | | 5.6 | | $— |
The Company recognized approximately $0.4 million, $0.3 million, and $0.1 million of compensation expense related to stock options for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $0.6 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted average period of 22 months. No options were exercised during the years ended December 31, 2023 and 2022. The total intrinsic value of stock options exercised during the year ended December 31, 2021 was $0.1 million. The total fair value of stock options vested during the years ended December 31, 2023, 2022, and 2021 was $0.3 million, $0.8 million, and zero, respectively.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Restricted Stock Awards—
A summary of our issued RSAs for employees specifically identifiable to the Company is as follows (share information in thousands): | | | | | | | | | | | |
|
Shares (In Thousands) | | Weighted
Average Grant Date Fair Value |
| Nonvested shares at December 31, 2022 | 454.2 | | $ | 25.54 | |
| | | |
| Granted | — | | — | |
| | | |
| Vested | (147.8) | | 28.14 | |
| Forfeited | (28.8) | | 25.85 | |
| Nonvested shares at December 31, 2023 | 277.6 | | $ | 24.12 | |
The Company recognized $3.0 million, $3.3 million, and $1.7 million of stock-based compensation related to RSAs for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $4.4 million of unrecognized compensation expense related to unvested RSAs. This cost is expected to be recognized over a weighted average period of 23 months. There were no RSAs granted in the year ended December 31, 2023. The weighted average grant-date fair value per share of RSAs granted was $22.74 during the year ended December 31, 2022. The total fair value of RSAs vested during the years ended December 31, 2023, 2022, and 2021 was $4.2 million, $1.3 million, and $2.5 million, respectively. All RSAs that vested prior to the Separation vested as shares of Encompass stock.
Restricted Stock Units—
The RSUs granted in 2023 were service-based and performance-based awards. These awards generally vest over a three-year requisite service period. The fair value of the RSU was determined by the 20-day volume weighted average closing price of Enhabit’s common stock prior to the grant date for the free cash flow performance condition and the Monte Carlo simulation model for the total shareholder return performance condition. The performance-based RSUs will vest in an amount between zero and 200% of the target units granted based on two criteria, (i) total shareholder return over the three-year period ending December 31, 2025 as compared to a designated peer group, and (ii) free cash flow generated by the Company over a three-year period ending December 31, 2025. The total shareholder return performance condition represents 20% of the total 2023 performance-based RSU award, and the free cash flow performance condition represents 80% of the total 2023 performance-based RSU award.
A summary of our issued RSUs for employees specifically identifiable to the Company is as follows (share information in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Service Based | | Performance Based |
| Shares (In Thousands) | | Weighted
Average Grant Date Fair Value | | Shares (In Thousands) | | Weighted
Average Grant Date Fair Value |
| Nonvested shares at December 31, 2022 | 362.0 | | $ | 30.34 | | | — | | $ | — | |
| | | | | | | |
| Granted | 719.0 | | 12.84 | | | 452.1 | | 17.24 | |
| | | | | | | |
| | | | | | | |
| Vested | (222.9) | | 18.18 | | | — | | — | |
| Forfeited | (107.4) | | 23.94 | | | (63.8) | | 17.24 | |
| Nonvested shares at December 31, 2023 | 750.7 | | $ | 18.11 | | | 388.3 | | $ | 17.24 | |
The Company recognized $5.5 million, $5.6 million, and $1.8 million of stock-based compensation related to RSUs for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $6.9 million of unrecognized compensation expense related to unvested service-based RSUs. This cost is expected to be recognized over a weighted average period of 22 months. As of December 31, 2023, there was $1.4 million of unrecognized compensation expense related to performance-based RSUs. This cost is expected to be recognized over a weighted average period of 26 months. The total compensation expense ultimately recognized for the performance-based RSUs will depend on the outcome of the free cash flow performance condition upon vesting of the award. The weighted average grant-date fair value per share of service-based RSUs granted was $12.84 and $22.12 during the years ended December 31, 2023 and 2022, respectively. The total fair value of service-based RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $4.1 million, $3.8 million, and $2.8 million, respectively. All RSUs that vested prior to the Separation vested as shares of Encompass stock.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In addition to the stock-based compensation expenses disclosed above, there was also an allocation of expenses related to certain Encompass functions that resulted from stock-based compensation totaling zero, $1.1 million, and $2.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
The total tax benefit recognized for all stock-based compensation was $0.9 million, $1.8, million and $0.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
10.Employee Benefit Plans:
Substantially all our employees are eligible to enroll in Company-sponsored healthcare plans, including coverage for medical and dental benefits. Our primary healthcare plans are national plans administered by third-party administrators. We are self-insured for these plans. During 2023, 2022, and 2021, costs associated with these plans, net of amounts paid by employees and stop-loss recoveries, approximated $48.1 million, $41.5 million, and $41.5 million, respectively. As of December 31, 2023 and 2022, medical insurance accruals of $8.4 million and $7.5 million, respectively, are included in Other current liabilities in our Consolidated Balance Sheets.
The Company offers one qualified 401(k) savings plans, the Home Health Savings Plan (the “HHSP”). The HHSP allows eligible employees to contribute up to 60% of their pay on a pre-tax basis into their individual retirement account in the plan subject to the normal maximum limits set annually by the Internal Revenue Service. All home health and hospice full-time and part-time employees are eligible to participate in the HHSP, and all contributions to the plan are in the form of cash. The Company’s employer matching contribution under the HHSP is 25% of the first 3% of each participant’s elective deferrals, which vest gradually over a six-year service period. Participants are always fully vested in their own contributions.
Employer contributions to the HHSP approximated $2.3 million, $2.2 million, and $2.4 million in 2023, 2022, and 2021, respectively. In 2023, 2022, and 2021, approximately $0.4 million, $0.3 million, and $0.2 million, respectively, from forfeited accounts were used to fund the matching contributions in accordance with the terms of the HHSP.
11.Income Taxes:
The significant components of Income tax (benefit) expense are as follows (in millions): | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Current: | | | | | |
| Federal | $ | 0.2 | | | $ | 14.3 | | | $ | 22.2 | |
| State and other | — | | | 2.8 | | | 4.3 | |
| Total current expense | 0.2 | | | 17.1 | | | 26.5 | |
| Deferred: | | | | | |
| Federal | (9.3) | | | (3.9) | | | 7.9 | |
| State and other | (2.3) | | | (0.4) | | | 0.7 | |
| Total deferred (benefit) expense | (11.6) | | | (4.3) | | | 8.6 | |
| Total income tax (benefit) expense related to continuing operations | $ | (11.4) | | | $ | 12.8 | | | $ | 35.1 | |
A reconciliation of differences between the federal statutory tax rate and our effective tax rate is presented below: | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Federal statutory tax rate | 21.0% | | 21.0% | | 21.0% |
| Increase (decrease) in tax rate resulting from: | | | | | |
| State and other income taxes, net of federal tax benefit | 3.1% | | 1.8% | | 3.3% |
| Impairment of goodwill | (10.6)% | | (49.1)% | | —% |
| Distribution deferred tax adjustment | —% | | (23.7)% | | —% |
| Other, net | (0.9)% | | (0.2)% | | (0.6)% |
| Effective tax rate | 12.6% | | (50.2)% | | 23.7% |
Our 2022 taxable income generated prior to the Distribution is included in the consolidated federal and state returns of Encompass (“the Pre-Spin Returns”). After the Distribution, Encompass reduced its estimate of our taxable income to be
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
reported on the Pre-Spin Returns based primarily on a technical analysis of the timing of deductibility of transaction costs related to the Distribution. As a result, we recorded an increase to our Deferred income tax liabilities and Income tax (benefit) expense of $6.0 million in 2022, which is presented in the rate reconciliation as the Distribution deferred tax adjustment.
In addition to the CARES Act provisions previously discussed in Note 1, Summary of Significant Accounting Policies—COVID-19 Pandemic, the CARES Act also includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, technical corrections to tax depreciation methods for qualified improvement property and deferral of employer payroll taxes. The CARES Act did not materially impact our effective tax rate, although it impacted the timing of cash payments for payroll taxes. Deferred payments of social security taxes of $14.9 million were paid in each of the years ended December 31, 2022 and 2021. There were no deferred payments of social security taxes accrued as of December 31, 2023 and 2022.
Deferred income taxes recognize the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The significant components of our deferred tax assets and liabilities are presented in the following table (in millions): | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Deferred income tax assets: | | | |
| Operating lease liabilities | $ | 13.2 | | | $ | 9.6 | |
| Accrued expenses and allowances | 3.0 | | | 4.7 | |
| Stock-based compensation | 3.2 | | | 2.7 | |
| Interest expense | 13.1 | | | 2.8 | |
| Other deferred income tax assets | 0.3 | | | 0.8 | |
| Total deferred income tax assets | 32.8 | | | 20.6 | |
| Deferred income tax liabilities: | | | |
| Intangible assets | (32.0) | | | (35.7) | |
| Operating lease right-of-use assets | (13.3) | | | (9.6) | |
| Property, net | (3.7) | | | (3.9) | |
| Other deferred income tax liabilities | (0.9) | | | — | |
| Total deferred income tax liabilities | (49.9) | | | (49.2) | |
| Net deferred income tax liabilities | $ | (17.1) | | | $ | (28.6) | |
Prior to July 1, 2022, the Company joined Encompass in the filing of various consolidated federal, state, and local income tax returns and was a party to an income tax allocation agreement (the “Tax Sharing Agreement”). Under the Tax Sharing Agreement, the Company paid to or received from Encompass the amount, if any, by which Encompass’s income tax liability was affected by virtue of inclusion of the Company in the consolidated income tax returns of Encompass. Effectively, that arrangement resulted in the Company’s annual income tax provision being computed, with adjustments, including the Distribution deferred tax adjustment in 2022 of $6.0 million discussed above, as if the Company filed its own separate consolidated income tax returns. The deferred tax asset for interest expense is attributable to a carryforward with an indefinite carryforward period.
At the Distribution, the Company entered into the Tax Matters Agreement with Encompass, which terminated the existing Tax Sharing Agreement prospectively. The Tax Matters Agreement governs the Company’s respective rights, responsibilities and obligations with respect to taxes (including responsibility for taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution to qualify as tax-free for U.S. federal income tax purposes), entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other matters.
In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries until the second anniversary of the Distribution (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the Distribution and certain related transactions. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the Distribution or certain related transactions are not tax-free. In general, under the Tax Matters Agreement, each party is responsible for any taxes imposed on Encompass or the Company that arise from the failure of the Distribution or certain related transactions to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code, to the extent that
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant covenants made by that party in the Tax Matters Agreement.
We recognize interest and penaltiesSeparation; (iv) costs related to income tax matters in Income tax (benefit) expense. Interest recorded as part of our income tax provisions for 2023, 2022,restructuring and 2021 was not material. Accrued interestacquisitions and (v) third-party legal and advisory fees related to income taxes as of December 31, 2023 and 2022 was not material.
As of December 31, 2023 and 2022, we have not recorded any unrecognized income tax benefits for uncertain tax positions. Our federal income tax returns have been examined through 2021 as part of the examinations of the Encompass consolidated federal income tax returns. An examination of our federal income tax return for our initial short tax-year in 2022 which ended on the date of the Distribution, is currently in progress as part of the ongoing examination of the Encompass federal consolidated return for 2022. All subsequent tax years are open for examination.
12.Derivative Instruments:
In October 2022, we entered into an interest swap agreement with a notional value of $200.0 million with a maturity of October 20, 2025.
The activities of the cash flow hedge included in Accumulated other comprehensive loss for the years ended December 31, 2023 are presented in the following table (in millions): | | | | | |
| Cash Flow Hedge |
Balance as of December 31, 2022 | $ | (0.7) | |
Unrealized gain recognized in other comprehensive income, net of tax | 1.3 | |
Reclassified to interest expense, net of tax | (1.1) | |
Balance as of December 31, 2023 | $ | (0.5) | |
The fair value of derivative assets and liabilities within the Consolidated Balance Sheets are presented in the following table (in millions): | | | | | | | | | | | |
| As of December 31, |
| 2023 | | 2022 |
| Current Assets | $ | 0.7 | | | $ | 1.0 | |
| Long-term liabilities | (1.3) | | | (2.0) | |
| Total | $ | (0.6) | | | $ | (1.0) | |
Fair values for our derivative instruments are determined using inputs, including quoted prices in nonactive markets, that are observable either directly or indirectly, or Level 2 inputs within the fair value hierarchy.
13.Contingencies and Other Commitments:
We operate in a highly regulated industry in which healthcare providers are routinely subject to litigation. As a result, various lawsuits, claims, and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. The resolution of any such lawsuits, claims, or legal and regulatory proceedings could materially and adversely affect our financial position, results of operations, and cash flows in a given period.
We recorded $0.2 million for claims made against the Company that are probable of loss and reasonably estimable as liabilities within Other current liabilities in the Consolidated Balance Sheet as of December 31, 2023. Other current liabilities in the Consolidated Balance Sheet as of December 31, 2023 includes $9.9 million of accrued legal fees.
Other Commitments—
We are a party to service and other contracts in connection with conducting our business. Minimum amounts due under these agreements are $5.6 million in 2024, $1.3 million in 2025, and $0.5 million in 2026 and thereafter. These contracts primarily relate to software licensing and support.
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
14.Segment Reporting:
Our internal financial reporting and management structure is focused on the major types of services provided by the Company. We manage our operations using two operating segments that are also our reportable segments: (1) home health and (2) hospice. These reportable operating segments are consistent with information used by our Chief Executive Officer, who is our chief operating decision maker, to assess performance and allocate resources. The following is a brief description of our reportable segments:
•Home Health - Our home health operations represent the nation’s fourth-largest provider of Medicare-certified skilled home health services, measured by 2022 Medicare revenues. We operate home health agencies in 34 states, with a concentration in the southern half of the United States. As of December 31, 2023, the Company operates 255 home health agencies. We are the sole owner of 244 of these locations. We retain 50.0% to 81.0% ownership in the remaining 11 jointly owned locations. Our home health services include a comprehensive range of Medicare-certified home nursing services to adult patients in need of care. These services include, among others, skilled nursing, physical, occupational, and speech therapy, medical social work, and home health aide services.
•Hospice - Our hospice operations represent one of the nation’s largest providers of Medicare-certified hospice services, measured by 2022 Medicare revenues. We operate hospice agencies in 24 states, with a concentration in the southern half of the United States. As of December 31, 2023, the Company operates 110 hospice agencies. We are the sole owner of 106 of these locations. We retain 50.0% to 90.0% ownership in the remaining four jointly owned locations. Hospice care focuses on the quality of life for patients who are experiencing an advanced, life limiting illness while treating the person and symptoms of the disease, rather than the disease itself.
The accounting policies of our reportable segments are the same as those described in Note 1, Summary of Significant Accounting Policies. All revenues for our services are generated through external customers. See Note 1, Summary of Significant Accounting Policies—Net Service Revenue, for the disaggregation of our revenues. No corporate overhead is allocated to either of our reportable segments. Our chief operating decision maker evaluates the performance of our segments and allocates resources to them based on adjusted earnings before interest, taxes, depreciation, and amortization (“Segment Adjusted EBITDA”). Segment assets are not reviewed by our chief operating decision maker and therefore are not disclosed below.
Selected financial information for our reportable segments is as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Home Health | | Hospice |
| For the Year Ended December 31, | | For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 |
| Net service revenue | $ | 850.1 | | | $ | 877.1 | | | $ | 897.3 | | | $ | 196.2 | | | $ | 194.0 | | | $ | 209.3 | |
| Cost of service, excluding depreciation and amortization | 439.0 | | | 435.5 | | | 423.5 | | | 96.6 | | | 90.1 | | | 90.4 | |
| | | | | | | | | | | |
| General and administrative expenses | 240.6 | | | 238.5 | | | 244.2 | | | 63.4 | | | 65.2 | | | 62.6 | |
| Other income | (0.2) | | | (0.9) | | | (1.6) | | | — | | | — | | | — | |
| Equity in net income of nonconsolidated affiliates | — | | | — | | | (0.6) | | | — | | | — | | | — | |
| Noncontrolling interests | 1.4 | | | 1.8 | | | 1.7 | | | 0.1 | | | 0.3 | | | 0.1 | |
| Segment Adjusted EBITDA | $ | 169.3 | | | $ | 202.2 | | | $ | 230.1 | | | $ | 36.1 | | | $ | 38.4 | | | $ | 56.2 | |
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Segment reconciliations (in millions):
| | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Total Segment Adjusted EBITDA | | $ | 205.4 | | | $ | 240.6 | | | $ | 286.3 | |
| Non-segment general and administrative expenses | | (128.7) | | | (102.0) | | | (102.5) | |
| Impairment of goodwill | | (85.8) | | | (109.0) | | | — | |
| Interest expense | | (43.0) | | | (15.0) | | | (0.3) | |
| Depreciation and amortization | | (30.9) | | | (33.0) | | | (36.9) | |
| Stock-based compensation expense | | (8.9) | | | (9.2) | | | (3.6) | |
| Net income attributable to noncontrolling interests | | 1.5 | | | 2.1 | | | 1.8 | |
| Other income | | — | | | — | | | 3.2 | |
| (Loss) income before income taxes and noncontrolling interests | | $ | (90.4) | | | $ | (25.5) | | | $ | 148.0 | |
Additional detail regarding the revenues of our operating segments by service line follows (in millions):
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Home health: | | | | | |
| Episodic | $ | 661.2 | | | $ | 738.0 | | | $ | 781.5 | |
| Non-episodic | 179.2 | | | 128.0 | | | 102.0 | |
Private duty(1) | 9.7 | | | 11.1 | | | 13.8 | |
| Total home health | 850.1 | | | 877.1 | | | 897.3 | |
| Hospice | 196.2 | | | 194.0 | | | 209.3 | |
| Total net service revenue | $ | 1,046.3 | | | $ | 1,071.1 | | | $ | 1,106.6 | |
(1) Private duty represents long-term comprehensive hourly nursing medical care.
15.Related Party Transactions:
In connection with the Separation, we entered into several agreements with Encompass that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement, and an Employee Matters Agreement. The Separation and Distribution Agreement contains provisions that, among other things, relate to (i) assets, liabilities, and contracts to be transferred, assumed, and assigned to each of Enhabit and Encompass as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Enhabit business with Enhabit and financial responsibility for the obligations and liabilities of Encompass’s remaining business with Encompass, (iii) procedures with respect to claims subject to indemnification and related matters, (iv) the allocation between Enhabit and Encompass of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the Distribution, as well as the right to proceeds and the obligation to incur certain deductibles under certain insurance policies, and (v) procedures governing Enhabit’s and Encompass’s obligations and allocations of liabilities with respect to ongoing litigation matters that may implicate each of Enhabit’s business and Encompass’s business.
Allocation of Corporate Expenses
Historically Encompass provided the Company with certain services, including, but not limited to, executive oversight, treasury, legal, accounting, human resources, tax, internal audit, financial reporting, information technology and investor relations. After the Separation, some of these services continued to be provided by Encompass to the Company on a temporary basis under the Transition Services Agreement. As of December 31, 2023, the only remaining services Encompass was providing to us were related to information technology. Our consolidated financial statements through December 31, 2022 included an allocation of these costs for the period prior to July 1, 2022. When specific identification was not practicable, a proportional cost method was used, primarily based on revenue and headcount. These cost allocations reasonably reflected these services and the benefits derived for the periods presented. These allocations may not be indicative of the actual expenses that would have been incurred as an independent, publicly traded company. In addition, the Company’s employees have historically participated in Encompass’s various stock-based plans as discussed in Note 9, Stock-Based Payments.shareholder activism.shareholder activism..
Enhabit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The allocations of services from Encompass to the Company and stock-based compensation are reflected in General and administrative expenses in the Consolidated Statements of Operations as follows (in millions):
| | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Overhead allocation | $ | — | | | $ | 7.7 | | | $ | 16.7 | |
| Stock-based compensation | $ | — | | | $ | 2.5 | | | $ | 3.6 | |
For information related to our Tax Sharing Agreement with Encompass, see Note 11, Income Taxes.
Software Services
The Company is party to a client service and license agreement (the “HCHB Agreement”) with Homecare Homebase, LLC (“HCHB”) for a home care management software product that includes multiple modules for collecting, storing, retrieving and disseminating home care patient health and health-related information by and on behalf of home health care agencies, point of care staff, physicians, patients and patient family members via hand-held mobile computing devices and desktop computers linked with a website hosted by HCHB. The Company’s former Chief Executive Officer along with others created this software product and eventually sold it to HCHB. This individual serves as that company’s executive chairman. As of June 19, 2021, this individual no longer serves as our chief executive officer or in any other role in our home health and hospice business.
Pursuant to the HCHB Agreement, we pay fees to HCHB based on, among other things, the software modules in use, the training programs, and the number of licensed users. Total HCHB expenses before June 19, 2021 were approximately $3.0 million and are included in General and administrative expenses in the Consolidated Statement of Income for the year ended December 31, 2021. Total HCHB expenses of $6.0 million are included in General and administrative expenses in the Consolidated Statements of Income for the years ended December 31, 2021. As of December 31, 2023 and 2022, there were no related party payables to HCHB.
Data Analytics Investment
During 2019, we made a $2.0 million investment in Medalogix, LLC, a healthcare predictive data and analytics company; this investment is accounted for under the measurement alternative for investments. In April 2021, Medalogix entered in an agreement whereby TVG Logic Holdings, LLC (“TVG”) acquired a majority of the issued and outstanding membership interests of Medalogix for cash. The transaction closed in May 2021. As a result of the transaction, the Company received $2.0 million of cash and a minority equity investment in TVG and recorded a $1.6 million gain as part of Other income during 2021. During 2023, 2022, and 2021, we incurred costs of approximately $4.5 million, $4.6 million, and $3.6 million, respectively, in connection with the usage of Medalogix’s analytics platforms. These costs are included in Cost of Service, excluding depreciation and amortization, and General and administrative expenses in the Consolidated Statements of Income.
(b) Exhibits
The following documents are filed as exhibits hereto:
| | | | | | | | |
Exhibit Number | | Exhibit Description |
2.1 | | |
2.2 | | |
2.3†
| | |
2.4 | | |
2.5 | | |
3.1 | | |
3.2 | | |
4.1 | | |
10.1* | | |
10.2* | | |
10.3* | | |
10.4* | | |
10.5* | | |
10.6* | | |
10.7* | |
|
10.8* | | |
10.9* | |
|
10.10 | | Credit Agreement, dated as of June 1, 2022, by and among Enhabit, Inc., Wells Fargo Bank, N.A., as administrative agent, collateral agent and swingline lender, and various other lenders from time to time party thereto (incorporated by reference to Exhibit 10.4 to Enhabit, Inc.’s Amendment No. 1 to Form 10 filed on June 9, 2022).
|
10.11 | | First Amendment to Credit Agreement, dated as of June 27, 2023, by and among Enhabit, Inc., Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, and various other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on June 28, 2023). |
| | | | | | | | |
10.12 | | Limited Waiver to the Credit Agreement, dated as of September 29, 2023, by and among Enhabit, Inc., Wells Fargo Bank, as administrative agent, collateral agent, and swingline lender, and various other lenders (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on October 2, 2023). |
10.13 | | Second Amendment to the Credit Agreement, dated as of November 3, 2023, by and among Enhabit, Inc., Wells Fargo Bank, as administrative agent, collateral agent, and swingline lender, and various other lenders (incorporated by reference to Exhibit 10.1 to Enhabit, Inc.’s Current Report on Form 8-K filed on November 7, 2023). |
19.1 | | |
21.1†
| | |
23.1†
| | |
24.1†
| | |
31.1†
| | |
31.2†
| | |
32.1†
| | |
32.2†
| | |
97.1†
| | |
101.INS†
| | Inline XBRL Instance Document. |
101.SCH†
| | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL†
| | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF†
| | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB†
| | Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE†
| | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | | Cover Page Interactive Data File. |
† Submitted electronically herewith.
* Indicates management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
Item 16. Form-K Summary.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | | ENHABIT, INC. |
| | | | |
| | | By: | /s/ Crissy B. Carlisle |
| | | Name: | Crissy B. Carlisle |
| | | Title: | Chief Financial Officer |
| | | | |
| | | Date: | March 15,April 26, 2024 |
[Signatures continue on the following page]
| | | | | | | | | | | | | | | | | | | | |
POWER OF ATTORNEY |
Each person whose signature appears below hereby constitutes and appoints Dylan C. Black his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments and supplements to this Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. |
| | | | | | |
| Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment to the Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated: |
| | | | | | |
| Signature | | Title | | Date |
| | | | | | |
| /s/ Barb Jacobsmeyer | | President and Chief Executive Officer and Director
(Principal Executive Officer) | | |
| | March 15,April 26, 2024 |
| Barb Jacobsmeyer | | | | | |
| /s/ Crissy B. Carlisle | | Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) | | |
| | March 15,April 26, 2024 |
| Crissy B. Carlisle | | | | | |
/s/ Jeffrey W. Bolton* | | Director | | |
| | March 15,April 26, 2024 |
| Jeffrey W. Bolton | | | | | |
/s/ Tina L. Brown-Stevenson* | | Director | | |
| | March 15,April 26, 2024 |
| Tina L. Brown-Stevenson | | | | | |
/s/ Yvonne M. Curl* | | Director | | |
| | March 15,April 26, 2024 |
| Yvonne M. Curl | | | | | |
/s/ Charles M. Elson* | | Director | | |
| | March 15,April 26, 2024 |
| Charles M. Elson | | | | | |
/s/ Leo I. Higdon Jr.* | | Director, Chairperson | | |
| | March 15,April 26, 2024 |
| Leo I. Higdon Jr. | | | | | |
/s/ Erin P. Hoeflinger* | | Director | | |
| | March 15,April 26, 2024 |
| Erin P. Hoeflinger | | | | | |
/s/ Susan A. LaMonica* | | Director | | |
| | March 15,April 26, 2024 |
| Susan A. LaMonica | | | | | |
/s/ John E. Maupin Jr.* | | Director | | |
| | March 15,April 26, 2024 |
| John E. Maupin Jr. | | | | | |
/s/ Stuart McGuigan* | | Director | | |
| | March 15,April 26, 2024 |
| Stuart McGuigan | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
/s/ Greg S. Rush* | | Director | | |
| | March 15,April 26, 2024 |
| Greg S. Rush | | | | | |
/s/ Barry Schochet* | | Director | | |
| | March 15,April 26, 2024 |
| Barry Schochet | | | | | |
/s/ L. Edward Shaw Jr.* | | Director | | |
| | March 15,April 26, 2024 |
| L. Edward Shaw, Jr. | | | | | |
| | | | | | |
| | | | April 26, 2024 |
| Dylan C. Black | | | | | |
| Attorney-in-fact | | | | | |
| * Signed by Dylan C. Black pursuant to a power of attorney. |
