UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended SeptemberJune 30, 2021.2022. | | | | | |
☐ | 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: 001-38900
__________________________
THE PENNANT GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter) | | | | | |
Delaware | 83-3349931 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
1675 East Riverside Drive, Suite 150, Eagle, ID 83616
(Address of Principal Executive Offices and Zip Code)
(208) 506-6100
(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
________________
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 $0.001 per share | PNTG | Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
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
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of November 8, 2021, 28,477,119August 5, 2022, 29,550,951 shares of the registrant’s common stock were outstanding.
THE PENNANT GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20212022
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)
| | | | | | | | | | | |
| September 30, 2021 | | December 31, 2020 |
Assets | | | |
Current assets: | | | |
Cash | $ | 3,707 | | | $ | 43 | |
Accounts receivable—less allowance for doubtful accounts of $933 and $643, respectively | 53,402 | | | 47,221 | |
Prepaid expenses and other current assets | 17,850 | | | 12,335 | |
Total current assets | 74,959 | | | 59,599 | |
Property and equipment, net | 18,509 | | | 17,884 | |
Right-of-use assets | 299,685 | | | 308,650 | |
Escrow deposits | — | | | 525 | |
Deferred tax assets, net | 2,011 | | | 2,097 | |
Restricted and other assets | 6,041 | | | 4,289 | |
| | | |
Goodwill | 73,785 | | | 66,444 | |
Other indefinite-lived intangibles | 54,210 | | | 47,488 | |
Total assets | $ | 529,200 | | | $ | 506,976 | |
Liabilities and equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 9,763 | | | $ | 9,761 | |
Accrued wages and related liabilities | 22,229 | | | 26,873 | |
Operating lease liabilities—current | 15,399 | | | 14,106 | |
Other accrued liabilities | 29,140 | | | 38,275 | |
Total current liabilities | 76,531 | | | 89,015 | |
Long-term operating lease liabilities—less current portion | 287,239 | | | 296,615 | |
| | | |
Other long-term liabilities | 8,841 | | | 11,897 | |
Long-term debt, net | 42,742 | | | 8,277 | |
Total liabilities | 415,353 | | | 405,804 | |
Commitments and contingencies | 0 | | 0 |
Equity: | | | |
Common stock, $0.001 par value; 100,000 shares authorized; 28,800 and 28,464 shares issued and outstanding, respectively, at September 30, 2021, and 28,696 and 28,243 shares issued and outstanding, respectively, at December 31, 2020 | 28 | | | 28 | |
Additional paid-in capital | 92,843 | | | 84,671 | |
Retained earnings | 16,790 | | | 11,945 | |
Treasury stock, at cost, 3 shares at September 30, 2021 and December 31, 2020 | (65) | | | (65) | |
Total Pennant Group, Inc. stockholders’ equity | 109,596 | | | 96,579 | |
Noncontrolling interest | 4,251 | | | 4,593 | |
Total equity | 113,847 | | | 101,172 | |
Total liabilities and equity | $ | 529,200 | | | $ | 506,976 | |
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Assets | | | |
Current assets: | | | |
Cash | $ | 3,200 | | | $ | 5,190 | |
Accounts receivable—less allowance for doubtful accounts of $974 and $902, respectively | 53,154 | | | 53,940 | |
Prepaid expenses and other current assets | 18,283 | | | 16,711 | |
Total current assets | 74,637 | | | 75,841 | |
Property and equipment, net | 22,423 | | | 16,788 | |
Right-of-use assets | 257,395 | | | 300,997 | |
| | | |
Deferred tax assets, net | 2,831 | | | 3,848 | |
Restricted and other assets | 10,386 | | | 4,828 | |
| | | |
Goodwill | 74,785 | | | 74,265 | |
Other indefinite-lived intangibles | 53,974 | | | 53,730 | |
Total assets | $ | 496,431 | | | $ | 530,297 | |
Liabilities and equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 12,717 | | | $ | 10,553 | |
Accrued wages and related liabilities | 23,446 | | | 23,480 | |
Operating lease liabilities—current | 15,662 | | | 16,118 | |
Other accrued liabilities | 23,043 | | | 21,484 | |
Total current liabilities | 74,868 | | | 71,635 | |
Long-term operating lease liabilities—less current portion | 244,620 | | | 287,753 | |
| | | |
Other long-term liabilities | 5,825 | | | 5,293 | |
Long-term debt, net | 53,131 | | | 51,372 | |
Total liabilities | 378,444 | | | 416,053 | |
Commitments and contingencies | 0 | | 0 |
Equity: | | | |
Common stock, $0.001 par value; 100,000 shares authorized; 28,886 and 28,601 shares issued and outstanding, respectively, at June 30, 2022; and 28,826 and 28,499 shares issued and outstanding, respectively, at December 31, 2021 | 29 | | | 28 | |
Additional paid-in capital | 100,775 | | | 95,595 | |
Retained earnings | 12,979 | | | 14,641 | |
Treasury stock, at cost, 3 shares at June 30, 2022 and December 31, 2021 | (65) | | | (65) | |
Total Pennant Group, Inc. stockholders’ equity | 113,718 | | | 110,199 | |
Noncontrolling interest | 4,269 | | | 4,045 | |
Total equity | 117,987 | | | 114,244 | |
Total liabilities and equity | $ | 496,431 | | | $ | 530,297 | |
See accompanying notes to condensed consolidated financial statements.
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except for per-share amounts)
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
| Revenue | Revenue | $ | 111,921 | | | $ | 98,397 | | | $ | 327,929 | | | $ | 282,986 | | Revenue | $ | 116,316 | | | $ | 110,345 | | | $ | 230,226 | | | $ | 216,008 | |
| Expense | Expense | | Expense | |
Cost of services | Cost of services | 89,619 | | | 75,486 | | | 259,908 | | | 213,834 | | Cost of services | 92,716 | | | 86,667 | | | 182,978 | | | 170,289 | |
Rent—cost of services | Rent—cost of services | 10,334 | | | 9,721 | | | 30,455 | | | 29,194 | | Rent—cost of services | 9,078 | | | 10,156 | | | 19,129 | | | 20,121 | |
General and administrative expense | General and administrative expense | 9,066 | | | 7,500 | | | 27,137 | | | 21,699 | | General and administrative expense | 9,741 | | | 8,783 | | | 19,774 | | | 18,071 | |
Depreciation and amortization | Depreciation and amortization | 1,200 | | | 1,212 | | | 3,545 | | | 3,434 | | Depreciation and amortization | 1,279 | | | 1,170 | | | 2,426 | | | 2,345 | |
Loss on asset dispositions and impairment, net | | Loss on asset dispositions and impairment, net | 6,617 | | | — | | | 6,708 | | | — | |
Total expenses | Total expenses | 110,219 | | | 93,919 | | | 321,045 | | | 268,161 | | Total expenses | 119,431 | | | 106,776 | | | 231,015 | | | 210,826 | |
Income from operations | 1,702 | | | 4,478 | | | 6,884 | | | 14,825 | | |
(Loss) income from operations | | (Loss) income from operations | (3,115) | | | 3,569 | | | (789) | | | 5,182 | |
Other income (expense): | Other income (expense): | | Other income (expense): | |
Other income (expense) | — | | | 225 | | | (24) | | | 225 | | |
Other expense | | Other expense | (35) | | | (24) | | | (32) | | | (24) | |
Interest expense, net | Interest expense, net | (512) | | | (192) | | | (1,344) | | | (896) | | Interest expense, net | (821) | | | (472) | | | (1,450) | | | (832) | |
Other income (expense), net | Other income (expense), net | (512) | | | 33 | | | (1,368) | | | (671) | | Other income (expense), net | (856) | | | (496) | | | (1,482) | | | (856) | |
Income before provision for income taxes | 1,190 | | | 4,511 | | | 5,516 | | | 14,154 | | |
Provision for income taxes | 69 | | | 104 | | | 1,013 | | | 2,430 | | |
Net income | 1,121 | | | 4,407 | | | 4,503 | | | 11,724 | | |
Less: net loss attributable to noncontrolling interest | (124) | | | — | | | (342) | | | — | | |
Net income and other comprehensive income attributable to The Pennant Group, Inc. | $ | 1,245 | | | $ | 4,407 | | | $ | 4,845 | | | $ | 11,724 | | |
Earnings per share: | | | | | | | | |
(Loss) income before provision for income taxes | | (Loss) income before provision for income taxes | (3,971) | | | 3,073 | | | (2,271) | | | 4,326 | |
(Benefit) provision for income taxes | | (Benefit) provision for income taxes | (1,375) | | | 604 | | | (833) | | | 944 | |
Net (loss) income | | Net (loss) income | (2,596) | | | 2,469 | | | (1,438) | | | 3,382 | |
Less: net income (loss) attributable to noncontrolling interest | | Less: net income (loss) attributable to noncontrolling interest | 80 | | | (181) | | | 224 | | | (218) | |
Net (loss) income and other comprehensive (loss) income attributable to The Pennant Group, Inc. | | Net (loss) income and other comprehensive (loss) income attributable to The Pennant Group, Inc. | $ | (2,676) | | | $ | 2,650 | | | $ | (1,662) | | | $ | 3,600 | |
(Loss) earnings per share: | | (Loss) earnings per share: | | | | | | | |
Basic | Basic | $ | 0.04 | | | $ | 0.16 | | | $ | 0.17 | | | $ | 0.42 | | Basic | $ | (0.09) | | | $ | 0.09 | | | $ | (0.06) | | | $ | 0.13 | |
Diluted | Diluted | $ | 0.04 | | | $ | 0.15 | | | $ | 0.16 | | | $ | 0.39 | | Diluted | $ | (0.09) | | | $ | 0.09 | | | $ | (0.06) | | | $ | 0.12 | |
Weighted average common shares outstanding: | Weighted average common shares outstanding: | | Weighted average common shares outstanding: | |
Basic | Basic | 28,444 | | | 28,055 | | | 28,364 | | | 27,967 | | Basic | 28,605 | | | 28,356 | | | 28,589 | | | 28,324 | |
Diluted | Diluted | 30,556 | | | 30,243 | | | 30,719 | | | 29,955 | | Diluted | 28,605 | | | 30,647 | | | 28,589 | | | 30,785 | |
See accompanying notes to condensed consolidated financial statements.
`THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands) | | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | | Non-Controlling Interest | | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | Non-Controlling Interest | |
| | Shares | | Amount | | Shares | | Amount | | | | Total | | Shares | | Amount | | Shares | | Amount | | Total |
| Balance at December 31, 2020 | 28,696 | | | $ | 28 | | | $ | 84,671 | | | $ | 11,945 | | | 3 | | | $ | (65) | | | | $ | 4,593 | | | $ | 101,172 | | |
Balance at December 31, 2021 | | Balance at December 31, 2021 | 28,826 | | | $ | 28 | | | $ | 95,595 | | | $ | 14,641 | | | 3 | | | $ | (65) | | | $ | 4,045 | | | $ | 114,244 | |
Net income attributable to The Pennant Group, Inc. | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 950 | | | — | | | — | | | | — | | | 950 | | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 1,014 | | | — | | | — | | | — | | | 1,014 | |
Net loss attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | | (37) | | | (37) | | |
Net income attributable to Non-Controlling Interests | | Net income attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | 144 | | | 144 | |
Share-based compensation | | Share-based compensation | — | | | — | | | 2,440 | | | — | | | — | | | — | | | — | | | 2,440 | |
Issuance of common stock from the exercise of stock options | | Issuance of common stock from the exercise of stock options | 21 | | | 1 | | | 89 | | | — | | | — | | | — | | | — | | | 90 | |
Net issuance of restricted stock | | Net issuance of restricted stock | 2 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Balance at March 31, 2022 | | Balance at March 31, 2022 | 28,849 | | | $ | 29 | | | $ | 98,124 | | | $ | 15,655 | | | 3 | | | $ | (65) | | | $ | 4,189 | | | $ | 117,932 | |
Net loss attributable to The Pennant Group, Inc. | | Net loss attributable to The Pennant Group, Inc. | | | | | | | (2,676) | | | | | | | | | (2,676) | |
Net income attributable to Non-Controlling Interests | | Net income attributable to Non-Controlling Interests | | 80 | | | 80 | |
Stock-based compensation | Stock-based compensation | — | | | — | | | 2,416 | | | — | | | — | | | — | | | | — | | | 2,416 | | Stock-based compensation | | 2,380 | | | 2,380 | |
Issuance of common stock from the exercise of stock options | Issuance of common stock from the exercise of stock options | 21 | | | — | | | 218 | | | — | | | — | | | — | | | | — | | | 218 | | Issuance of common stock from the exercise of stock options | 33 | | | 271 | | | 271 | |
Net issuance of restricted stock | Net issuance of restricted stock | 3 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | Net issuance of restricted stock | 4 | | | — | |
Balance at March 31, 2021 | 28,720 | | | $ | 28 | | | $ | 87,305 | | | $ | 12,895 | | | 3 | | | $ | (65) | | | | $ | 4,556 | | | $ | 104,719 | | |
Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 2,650 | | | — | | | — | | | | — | | | 2,650 | | |
Net loss attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | | (181) | | | (181) | | |
Stock-based compensation | — | | | — | | | 2,499 | | | — | | | — | | | — | | | | — | | | 2,499 | | |
Issuance of common stock from the exercise of stock options | 35 | | | — | | | 295 | | | — | | | — | | | — | | | | — | | | 295 | | |
Net issuance of restricted stock | 4 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | |
Balance at June 30, 2021 | 28,759 | | | $ | 28 | | | $ | 90,099 | | | $ | 15,545 | | | 3 | | | $ | (65) | | | | $ | 4,375 | | | $ | 109,982 | | |
Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 1,245 | | | — | | | — | | | | — | | | 1,245 | | |
Net loss attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | | (124) | | | (124) | | |
Stock-based compensation | — | | | — | | | 2,568 | | | — | | | — | | | — | | | | — | | | 2,568 | | |
Issuance of common stock from the exercise of stock options | 36 | | | — | | | 176 | | | — | | | — | | | — | | | | — | | | 176 | | |
Net issuance of restricted stock | 5 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | |
Balance at September 30, 2021 | 28,800 | | | $ | 28 | | | $ | 92,843 | | | $ | 16,790 | | | 3 | | | $ | (65) | | | | $ | 4,251 | | | $ | 113,847 | | |
Balance at June 30, 2022 | | Balance at June 30, 2022 | 28,886 | | | $ | 29 | | | $ | 100,775 | | | $ | 12,979 | | | 3 | | | $ | (65) | | | $ | 4,269 | | | $ | 117,987 | |
| |
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)
| | | Common Stock | | Additional Paid-In Capital | | Retained Earnings/ (Accumulated Deficit) | | Treasury Stock | | | Non-Controlling Interest | | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | Non-Controlling Interest | |
| | Shares | | Amount | | Shares | | Amount | | | | Total | | Shares | | Amount | | Shares | | Amount | | Total |
| Balance at December 31, 2019 | 28,435 | | | $ | 28 | | | $ | 74,882 | | | $ | (3,799) | | | — | | | $ | — | | | | $ | — | | | $ | 71,111 | | |
Balance at December 31, 2020 | | Balance at December 31, 2020 | 28,696 | | | $ | 28 | | | $ | 84,671 | | | $ | 11,945 | | | 3 | | | $ | (65) | | | $ | 4,593 | | | $ | 101,172 | |
Net income attributable to The Pennant Group, Inc. | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 2,980 | | | — | | | — | | | | — | | | 2,980 | | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 950 | | | — | | | — | | | — | | | 950 | |
Stock-based compensation | — | | | — | | | 1,956 | | | — | | | — | | | — | | | | — | | | 1,956 | | |
Issuance of common stock from the exercise of stock options | 38 | | | — | | | 138 | | | — | | | — | | | — | | | | — | | | 138 | | |
Net issuance of restricted stock | 3 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | |
Balance at March 31, 2020 | 28,476 | | | $ | 28 | | | $ | 76,976 | | | $ | (819) | | | — | | | $ | — | | | | $ | — | | | $ | 76,185 | | |
Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 4,337 | | | — | | | — | | | | — | | | 4,337 | | |
Net loss attributable to Non-Controlling Interests | | Net loss attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | (37) | | | (37) | |
Share-based compensation | Share-based compensation | — | | | — | | | 1,959 | | | — | | | — | | | — | | | | — | | | 1,959 | | Share-based compensation | — | | | — | | | 2,416 | | | — | | | — | | | — | | | — | | | 2,416 | |
Issuance of common stock from the exercise of stock options | Issuance of common stock from the exercise of stock options | 20 | | | — | | | 77 | | | — | | | — | | | — | | | | — | | | 77 | | Issuance of common stock from the exercise of stock options | 21 | | | — | | | 218 | | | — | | | — | | | — | | | — | | | 218 | |
Net issuance of restricted stock | Net issuance of restricted stock | 20 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | Net issuance of restricted stock | 3 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares of common stock withheld to satisfy tax withholding obligations | (2) | | | — | | | — | | | — | | | 2 | | | (57) | | | | — | | | (57) | | |
Balance at June 30, 2020 | 28,514 | | | $ | 28 | | | $ | 79,012 | | | $ | 3,518 | | | $ | 2 | | | $ | (57) | | | | $ | — | | | $ | 82,501 | | |
Balance at March 31, 2021 | | Balance at March 31, 2021 | 28,720 | | | $ | 28 | | | $ | 87,305 | | | $ | 12,895 | | | 3 | | | $ | (65) | | | $ | 4,556 | | | $ | 104,719 | |
Net income attributable to The Pennant Group, Inc. | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 4,407 | | | — | | | — | | | | — | | | 4,407 | | Net income attributable to The Pennant Group, Inc. | — | | | — | | | — | | | 2,650 | | | — | | | — | | | — | | | 2,650 | |
Net loss attributable to Non-Controlling Interests | | Net loss attributable to Non-Controlling Interests | — | | | — | | | — | | | — | | | — | | | — | | | (181) | | | (181) | |
Share-based compensation | Share-based compensation | — | | | — | | | 2,102 | | | — | | | — | | | — | | | | — | | | 2,102 | | Share-based compensation | — | | | — | | | 2,499 | | | — | | | — | | | — | | | — | | | 2,499 | |
Issuance of common stock from the exercise of stock options | Issuance of common stock from the exercise of stock options | 70 | | | — | | | 337 | | | — | | | — | | | — | | | | — | | | 337 | | Issuance of common stock from the exercise of stock options | 35 | | | — | | | 295 | | | — | | | — | | | — | | | — | | | 295 | |
Net issuance of restricted stock | Net issuance of restricted stock | 2 | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | Net issuance of restricted stock | 4 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Shares of common stock withheld to satisfy tax withholding obligations | (1) | | | — | | | — | | | — | | | 1 | | | (8) | | | | — | | | (8) | | |
Balance at September 30, 2020 | 28,585 | | | $ | 28 | | | $ | 81,451 | | | $ | 7,925 | | | $ | 3 | | | $ | (65) | | | | $ | — | | | $ | 89,339 | | |
Balance at June 30, 2021 | | Balance at June 30, 2021 | 28,759 | | | $ | 28 | | | $ | 90,099 | | | $ | 15,545 | | | 3 | | | $ | (65) | | | $ | 4,375 | | | $ | 109,982 | |
| |
See accompanying notes to condensed consolidated financial statements.
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands) | | | Nine Months Ended September 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net income | $ | 4,503 | | | $ | 11,724 | | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | |
Net (loss) income | | Net (loss) income | $ | (1,438) | | | $ | 3,382 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | | Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |
Depreciation and amortization | Depreciation and amortization | 3,545 | | | 3,434 | | Depreciation and amortization | 2,426 | | | 2,345 | |
Amortization of deferred financing fees | Amortization of deferred financing fees | 358 | | | 248 | | Amortization of deferred financing fees | 260 | | | 229 | |
Impairment of long-lived assets | | Impairment of long-lived assets | 214 | | | — | |
Provision for doubtful accounts | Provision for doubtful accounts | 528 | | | 397 | | Provision for doubtful accounts | 380 | | | 446 | |
Share-based compensation | Share-based compensation | 7,483 | | | 6,017 | | Share-based compensation | 4,820 | | | 4,915 | |
Deferred income taxes | Deferred income taxes | 87 | | | — | | Deferred income taxes | 1,017 | | | 111 | |
| Change in operating assets and liabilities, net of acquisitions: | Change in operating assets and liabilities, net of acquisitions: | | Change in operating assets and liabilities, net of acquisitions: | |
Accounts receivable | Accounts receivable | (6,708) | | | (4,201) | | Accounts receivable | 406 | | | (5,360) | |
Prepaid expenses and other assets | Prepaid expenses and other assets | (6,861) | | | (3,055) | | Prepaid expenses and other assets | (7,049) | | | (7,221) | |
Operating lease obligations | Operating lease obligations | 883 | | | 2,177 | | Operating lease obligations | 13 | | | 893 | |
Accounts payable | Accounts payable | (49) | | | (946) | | Accounts payable | 1,794 | | | (1,500) | |
Accrued wages and related liabilities | Accrued wages and related liabilities | (4,644) | | | 2,199 | | Accrued wages and related liabilities | (34) | | | (5,017) | |
Other accrued liabilities | Other accrued liabilities | 2,709 | | | 7,096 | | Other accrued liabilities | 7,832 | | | 2,328 | |
Contract liabilities (CARES Act advance payments) | Contract liabilities (CARES Act advance payments) | (14,638) | | | 27,997 | | Contract liabilities (CARES Act advance payments) | (6,211) | | | (7,096) | |
| Other long-term liabilities | Other long-term liabilities | (261) | | | — | | Other long-term liabilities | 469 | | | (261) | |
Net cash (used in) provided by operating activities | (13,065) | | | 53,087 | | |
Net cash provided by (used in) operating activities | | Net cash provided by (used in) operating activities | 4,899 | | | (11,806) | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | Cash flows from investing activities: | | | |
Purchase of property and equipment | Purchase of property and equipment | (4,144) | | | (7,692) | | Purchase of property and equipment | (7,863) | | | (2,412) | |
Cash payments for business acquisitions, net of escrow | (13,550) | | | (14,093) | | |
Cash payments for business acquisitions | | Cash payments for business acquisitions | (775) | | | (12,800) | |
| Escrow deposits | — | | | (5,287) | | |
| Other | Other | (372) | | | (506) | | Other | (112) | | | (265) | |
Net cash used in investing activities | Net cash used in investing activities | (18,066) | | | (27,578) | | Net cash used in investing activities | (8,750) | | | (15,477) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | Cash flows from financing activities: | | | |
| Proceeds from Revolving Credit Facility | Proceeds from Revolving Credit Facility | 97,000 | | | 28,500 | | Proceeds from Revolving Credit Facility | 41,000 | | | 70,500 | |
Payments on Revolving Credit Facility | Payments on Revolving Credit Facility | (61,500) | | | (46,500) | | Payments on Revolving Credit Facility | (39,500) | | | (39,500) | |
Repurchase of shares of common stock to satisfy tax withholding obligations | — | | | (65) | | |
Payments for deferred financing costs | Payments for deferred financing costs | (1,394) | | | (78) | | Payments for deferred financing costs | — | | | (1,394) | |
Issuance of common stock upon the exercise of options | Issuance of common stock upon the exercise of options | 689 | | | 552 | | Issuance of common stock upon the exercise of options | 361 | | | 513 | |
Net cash provided by (used in) financing activities | 34,795 | | | (17,591) | | |
Net increase in cash | 3,664 | | | 7,918 | | |
Net cash provided by financing activities | | Net cash provided by financing activities | 1,861 | | | 30,119 | |
Net (decrease) increase in cash | | Net (decrease) increase in cash | (1,990) | | | 2,836 | |
Cash beginning of period | Cash beginning of period | 43 | | | 402 | | Cash beginning of period | 5,190 | | | 43 | |
Cash end of period | Cash end of period | $ | 3,707 | | | $ | 8,320 | | Cash end of period | $ | 3,200 | | | $ | 2,879 | |
See accompanying notes to condensed consolidated financial statements.
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(unaudited, in thousands) | | | Nine Months Ended September 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Supplemental disclosures of cash flow information: | Supplemental disclosures of cash flow information: | | | | Supplemental disclosures of cash flow information: | | | |
Cash paid during the period for: | Cash paid during the period for: | | Cash paid during the period for: | |
Interest | Interest | $ | 980 | | | $ | 854 | | Interest | $ | 1,187 | | | $ | 598 | |
Income taxes | Income taxes | $ | 2,594 | | | $ | 6,447 | | Income taxes | $ | 55 | | | $ | 1,295 | |
Lease liabilities | Lease liabilities | $ | 29,327 | | | $ | 28,999 | | Lease liabilities | $ | 18,256 | | | $ | 19,496 | |
Right-of-use assets obtained in exchange for new operating lease obligations | Right-of-use assets obtained in exchange for new operating lease obligations | $ | 2,842 | | | $ | 4,161 | | Right-of-use assets obtained in exchange for new operating lease obligations | $ | 1,385 | | | $ | 2,872 | |
Net non-cash adjustment to right-of-use assets and lease liabilities from lease modifications | $ | 159 | | | $ | 860 | | |
Non-cash adjustment to right-of-use assets and lease liabilities from lease modifications | | Non-cash adjustment to right-of-use assets and lease liabilities from lease modifications | $ | 6,522 | | | $ | — | |
Non-cash adjustment to right-of-use assets and lease liabilities from lease terminations and assignments | | Non-cash adjustment to right-of-use assets and lease liabilities from lease terminations and assignments | $ | (42,515) | | | $ | — | |
Non-cash investing activity: | Non-cash investing activity: | | | | Non-cash investing activity: | | | |
Capital expenditures in accounts payable | Capital expenditures in accounts payable | $ | 551 | | | $ | 510 | | Capital expenditures in accounts payable | $ | 1,100 | | | $ | 561 | |
See accompanying notes to condensed consolidated financial statements.
THE PENNANT GROUP INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and operational senior living units)
1. DESCRIPTION OF BUSINESS
The Pennant Group, Inc. (herein referred to as “Pennant,” the “Company,” “it,” or “its”), is a holding company with no direct operating assets, employees or revenue. The Company, through its independent operating subsidiaries, provides healthcare services across the post-acute care continuum. As of SeptemberJune 30, 2021,2022, the Company’s subsidiaries operated 8889 home health, hospice and home care agencies and 5448 senior living communities located in Arizona, California, Colorado, Idaho, Iowa, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming.
On October 1, 2019, The Ensign Group, Inc. (NASDAQ: ENSG) (“Ensign” or the “Parent”) completed the separation of Pennant (the “Spin-Off”). To accomplish the Spin-Off, Ensign contributed all of its home health and hospice and substantially all of its senior living businesses into Pennant. Each Ensign stockholder received a distribution of one share of Pennant’s common stock for every two shares of Ensign’s common stock, plus cash in lieu of fractional shares. The noncontrolling interest was converted into shares of Pennant at the established conversion ratio. As a result of the Spin-Off on October 1, 2019, Pennant began trading as an independent company on the NASDAQ under the symbol “PNTG.”
Certain of the Company’s subsidiaries, collectively referred to as the Service Center, provide accounting, payroll, human resources, information technology, legal, risk management, and other services to the operations through contractual relationships.
Each of the Company’s affiliated operations are operated by separate, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities is not meant to imply, nor should it be construed as meaning, that Pennant has direct operating assets, employees or revenue, or that any of the subsidiaries are operated by Pennant.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of the Company (the “Interim Financial Statements”) reflect the Company’s financial position, results of operations and cash flows of the business. The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”). Management believes that the Interim Financial Statements reflect, in all material respects, all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP. The results reported in these Interim Financial Statements are not necessarily indicative of results that may be expected for the entire year.
The Condensed Consolidated Balance Sheet as of December 31, 20202021 is derived from the Company’s annual audited Consolidated Financial Statements for the fiscal year ended December 31, 20202021, which should be read in conjunction with these Interim Financial Statements. Certain information in the accompanying footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with GAAP.
All significant intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. The Company presents noncontrolling interests within the equity section of its Condensed Consolidated Balance Sheets and the amount of consolidated net (loss) income that is attributable to the Company and the noncontrolling interest in its Condensed Consolidated Statements of Income.
The Company consists of various limited liability companies and corporations established to operate home health, hospice, home care, and senior living operations. The Interim Financial Statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest.
Certain prior quarter amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations in the current period or prior period.
Estimates and Assumptions - The preparation of the Interim Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Interim Financial Statements relate to revenue, intangible assets and goodwill, right-of-use assets and lease liabilities for leases greater than 12 months, self-insurance reserves, and income taxes. Actual results could differ from those estimates.
CARES Act: The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act allowed for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. The Company deferred approximately $7,836 of the employer-paid portion of social security taxes, of which $4,129 remains as of June 30, 2022 and is included in current liabilities in accrued wages and related liabilities. The CARES Act also expanded the Centers
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. As of September 30, 2021, the Company deferred approximately $7,836 of the employer-paid portion of social security taxes, of which $3,918 is included in other long-term liabilities and the current portion of $3,918 in accrued wages and related liabilities. The CARES Act also expanded the Centers for Medicare & Medicaid Services’ (“CMS”) ability to provide accelerated/advance payments intended to increase the cash flow of healthcare providers and suppliers impacted by COVID-19. During the prior year,2020, the Company applied for and received $27,997 in funds under the Accelerated and Advance Payment (“AAP”) Program, all of which $14,638 hadhas been recouped as of Septembersince the start of repayment in 2021 through June 30, 2021. See Note 10, Other Accrued Liabilities for further discussion of the AAP.
The American Rescue Plan Act of 2021 (the “ARP Act”) was enacted on March 11, 2021 in the United States. The ARP Act was designed to assist the country with the effects of the COVID-19 pandemic and included a number of tax components. The ARP Act’s primary tax impact on the Company requires the Company to include the next five highest paid employees to the list of covered officers already subject to the IRC Section 162(m) wage limitation beginning in the 2027 tax year. The Company will continue to assess the effect of the ARP Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued.
Recent Accounting Standards Adopted by the Company
FASB Accounting Standards Update, or ASU, ASU 2021-01 “Reference Rate Reform (Topic 848): Scope” or ASU 2020-4 - On January 7, 2021, the FASB issued ASU 2021-01 to amend the scope of the guidance in ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” or ASU 2020-4. Specifically, the amendments in ASU 2021-01 clarify that “certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.” The amendment in ASU 2021-1 is available to all entities: (i) on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through the date that the final update to the standard was issued or (ii) on a prospective basis for new contract modifications through December 31, 2022. The Company has adopted ASU 2021-01 on a prospective basis effective as of January 7, 2021. There was no material impact to the Company’s Interim Financial Statements or related disclosures as a result of the adoption of ASU 2021-01.
3. RELATED PARTY TRANSACTIONS
The Company leases 31 of its senior living communities from subsidiaries of Ensign, and each of the leases have a term of between 14 and 20 years from the lease commencement date. The total amount of rent expense included in Rent - cost of services paid to subsidiaries of Ensign was $3,169 and $9,415 for the three and nine months ended September 30, 2021, respectively, and $3,131 and $9,363 for the three and nine months ended September 30, 2020, respectively.
The Company’s subsidiaries received services from Ensign’s subsidiaries. Services included in cost of services were $760 and $2,377 for the three and nine months ended September 30, 2021 and $1,111 and $3,299 for the three and nine months ended September 30, 2020, respectively.
WITH ENSIGN
On October 1, 2019, inThe Ensign Group, Inc. (“Ensign”) completed the separation of Pennant (the “Spin-Off”). In connection with the Spin-Off, Pennant entered into several agreements with Ensign that set forth the principal actions taken or to be taken in connection with the Spin-Off and govern the relationship of the parties following the Spin-Off. The Company has incurred costs of $706 and $2,441 for the three and nine months ended September 30, 2021, respectively, and $1,502 and $4,583 for the three and nine months ended September 30, 2020, respectively, which costs related primarily to administrative support under the Transitions Services Agreement with Ensign (the “Transition Services Agreement”), which provided Pennant primarily administrative support. The Transitions Services Agreement expired two years from the Spin-Off date. The Company incurred costs of $458 and $1,101 for the three and six months ended June 30, 2022 and $747 and $1,735 for the three and six months ended June 30, 2021, respectively that related primarily to shared administrative support and other services at proximate operations.
Services included in cost of services were $648 and $1,223 for the three and six months ended June 30, 2022 and $749 and $1,617 for the three and six months ended June 30, 2021, respectively, that related primarily to room and board charges at skilled nursing facilities for hospice patients. Additionally, the Company’s independent operating subsidiaries leased 29 and 31 communities from subsidiaries of Ensign under a master lease arrangement as of June 30, 2022 and June 30, 2021, respectively. See further discussion below at Note 8, Leases.
On January 27, 2022, affiliates of the Company, entered into certain operations transfer agreements (collectively, the “Transfer Agreements”) with affiliates of Ensign, providing for the transfer of the operations of five senior living communities (the “Transaction”). The Transfer Agreements require one of the transferors to place in escrow $6.5 million to cover post-closing capital expenditures and operating losses related to one of the communities, such escrow is funded by an initial payment by the transferor at closing followed by eight equal monthly installments. The Transaction closed in April 2022.
4. COMPUTATION OF NET (LOSS) INCOME PER COMMON SHARE
Basic net (loss) income per share is computed by dividing net (loss) income attributable to stockholders of the Company by the weighted average number of outstanding common shares for the period. The computation of diluted net (loss) income per share is similar to the computation of basic net (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table sets forth the computation of basic and diluted net (loss) income per share for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
Numerator: | | | | | | | |
Net income | $ | 1,121 | | | $ | 4,407 | | | $ | 4,503 | | | $ | 11,724 | |
Add: net loss attributable to noncontrolling interests | (124) | | | — | | | (342) | | | — | |
Net income attributable to The Pennant Group, Inc. | $ | 1,245 | | | $ | 4,407 | | | $ | 4,845 | | | $ | 11,724 | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average shares outstanding for basic net income per share | 28,444 | | | 28,055 | | | 28,364 | | | 27,967 | |
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock(a) | 2,112 | | | 2,188 | | | 2,355 | | | 1,988 | |
Adjusted weighted average common shares outstanding for diluted income per share | 30,556 | | | 30,243 | | | 30,719 | | | 29,955 | |
| | | | | | | |
Earnings Per Share: | | | | | | | |
Basic net income per common share | $ | 0.04 | | | $ | 0.16 | | | $ | 0.17 | | | $ | 0.42 | |
Diluted net income per common share | $ | 0.04 | | | $ | 0.15 | | | $ | 0.16 | | | $ | 0.39 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Numerator: | | | | | | | |
Net (loss) income | $ | (2,596) | | | $ | 2,469 | | | $ | (1,438) | | | $ | 3,382 | |
Less: net income (loss) attributable to noncontrolling interests | 80 | | | (181) | | | 224 | | | (218) | |
Net (loss) income attributable to The Pennant Group, Inc. | $ | (2,676) | | | $ | 2,650 | | | $ | (1,662) | | | $ | 3,600 | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average shares outstanding for basic net (loss) income per share | 28,605 | | | 28,356 | | | 28,589 | | | 28,324 | |
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock(a) | — | | | 2,291 | | | — | | | 2,461 | |
Adjusted weighted average common shares outstanding for diluted income per share | 28,605 | | | 30,647 | | | 28,589 | | | 30,785 | |
| | | | | | | |
(Loss) Earnings Per Share: | | | | | | | |
Basic net (loss) income per common share | $ | (0.09) | | | $ | 0.09 | | | $ | (0.06) | | | $ | 0.13 | |
Diluted net (loss) income per common share | $ | (0.09) | | | $ | 0.09 | | | $ | (0.06) | | | $ | 0.12 | |
| | | | | | | | |
(a) | | The calculation of dilutivediluted per share amounts do not reflect common equivalent shares outstanding excludes out-of-the-money stock options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Options outstanding which are anti-dilutive3,832 and therefore not factored into the weighted average common shares amount above were 815 and 4373,806 for the three and ninesix months ended SeptemberJune 30, 20212022 and 224484 and 45380 for the three and ninesix months ended SeptemberJune 30, 2020.2021, respectively, because of their anti-dilutive effect. |
5. REVENUE AND ACCOUNTS RECEIVABLE
Revenue is recognized when services are provided to the patients at the amount that reflects the consideration to which the Company expects to be entitled from patients and third-party payors, including Medicaid, Medicare and managed care programs (Commercial, Medicare Advantage and Managed Medicaid plans), in exchange for providing patient care. The healthcare services in home health and hospice patient contracts include routine services in exchange for a contractual agreed-upon amount or rate. Routine services are treated as a single performance obligation satisfied over time as services are rendered. As such, patient care services represent a bundle of services that are not capable of being distinct within the context of the contract. Additionally, there may be ancillary services which are not included in the rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered.
Revenue recognized from healthcare services are adjusted for estimates of variable consideration to arrive at the transaction price. The Company determines the transaction price based on contractually agreed-upon amounts or rate, adjusted for estimates of variable consideration. The Company uses the expected value method in determining the variable component that should be used to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net service revenue in the period such variances become known.
Revenue from the Medicare and Medicaid programs accounted for 62.2%62.8% and 62.6%62.4% of the Company’s revenue, for the three and ninesix months ended SeptemberJune 30, 2021,2022, and 60.4%61.7% and 59.3%62.8% for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively. The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Disaggregation of Revenue
The Company disaggregates revenue from contracts with its patients by reportable operating segments and payors. The Company has determined that disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The Company’s service specific revenue recognition policies are as follows:
Home Health Revenue
Medicare Revenue
For Medicare episodes that began after January 1, 2020, netNet service revenue is recognized in accordance with the Patient Driven Groupings Model (“PDGM”). This new reimbursement structure involves case mix calculation methodology refinements, changes to low-utilization payment adjustment (“LUPA”) thresholds, the elimination of therapy thresholds, a change to the unit of payment from a 60-day episode to a 30-day payment period, and reduction of requests for anticipated payments (“RAPs”) to 20% of the estimated payment for a patient’s initial or subsequent period of care up-front (after the initial assessment is completed and upon initial billing). The RAPs were phased out effective January 1, 2021. Under PDGM, Medicare provides agencies with payments for each 30-day payment period provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day payment period is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a LUPAlow utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day payment period; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments.
For all episodes that began prior to January 1, 2020, net service revenue was recorded under the Medicare prospective payment system based on a 60-day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) an outlier payment if the patient’s care was unusually costly; (b) a LUPA if the number of visits was fewer than five; (c) a partial payment if the patient transferred to another provider or transferred from another provider before completing the episode; (d) a payment adjustment based upon the level of covered therapy services; (e) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by the Medicare program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.
The Company adjusts Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.
In addition to revenue recognized on completed episodes and periods, the Company also recognizes a portion of revenue associated with episodes and periods in progress. Episodes in progress are 30-day payment periods if the episode started after January 1, 2020, or 60-day episodes of care, if the episode started prior to January 1, 2020, that begin during the reporting period but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per period of care or episode of care and the Company’s estimate of the average percentage complete based on the scheduled end of period and end of episode dates.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Non-Medicare Revenue
Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including Medicare Advantage programs. These rates can vary based upon the negotiated terms.
Non-episodic Based Revenue - Revenue is recognized on an accrual basis based upon the date of service at amounts equal to its established or estimated per visit rates, as applicable.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Hospice Revenue
Revenue is recognized on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are calculated as daily rates for each of the levels of care the Company delivers. Revenue is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company regularly evaluates and records these adjustments as a reduction to revenue and an increase to other accrued liabilities.
Senior Living Revenue
The Company has elected the lessor practical expedient within ASC Topic 842, Leases (“ASC 842”) and therefore recognizes, measures, presents, and discloses the revenue for services rendered under the Company’s senior living residency agreements based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the services included under the Company’s senior living residency agreements each have the same timing and pattern of transfer. The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers for its senior residency agreements, for which it has determined that the non-lease components of such residency agreements are the predominant component of each such contract.
The Company’s senior living revenue consists of fees for basic housing and assisted living care. Accordingly, the Company records revenue when services are rendered on the date services are provided at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.
Revenue By Payor
Revenue by payor for the three months ended SeptemberJune 30, 20212022 and 2020,2021, is summarized in the following tables:
| | | Three Months Ended September 30, 2021 | | Three Months Ended June 30, 2022 |
| | Home Health and Hospice Services | | | Home Health and Hospice Services | |
| | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % | | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % |
Medicare | Medicare | | $ | 20,227 | | | $ | 35,059 | | | $ | — | | | $ | 55,286 | | | 49.4 | % | Medicare | | $ | 23,464 | | | $ | 34,234 | | | $ | — | | | $ | 57,698 | | | 49.6 | % |
Medicaid | Medicaid | | 1,938 | | | 3,074 | | | 9,330 | | | 14,342 | | | 12.8 | | Medicaid | | 2,732 | | | 3,859 | | | 8,752 | | | 15,343 | | | 13.2 | |
Subtotal | Subtotal | | 22,165 | | | 38,133 | | | 9,330 | | | 69,628 | | | 62.2 | | Subtotal | | 26,196 | | | 38,093 | | | 8,752 | | | 73,041 | | | 62.8 | |
Managed care | Managed care | | 11,969 | | | 879 | | | — | | | 12,848 | | | 11.5 | | Managed care | | 14,260 | | | 1,153 | | | — | | | 15,413 | | | 13.3 | |
Private and other(a) | Private and other(a) | | 5,800 | | | 57 | | | 23,588 | | | 29,445 | | | 26.3 | | Private and other(a) | | 5,529 | | | 113 | | | 22,220 | | | 27,862 | | | 23.9 | |
Total revenue | Total revenue | | $ | 39,934 | | | $ | 39,069 | | | $ | 32,918 | | | $ | 111,921 | | | 100.0 | % | Total revenue | | $ | 45,985 | | | $ | 39,359 | | | $ | 30,972 | | | $ | 116,316 | | | 100.0 | % |
| | | | | | | | |
(a) | | Private and other payors in ourthe Company’s home health and hospice services segment includes revenue from all payors generated in ourthe Company’s home care operations. |
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| | | Three Months Ended September 30, 2020 | | Three Months Ended June 30, 2021 |
| | Home Health and Hospice Services | | | Home Health and Hospice Services | |
| | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % | | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % |
Medicare | Medicare | | $ | 15,156 | | | $ | 30,321 | | | $ | — | | | $ | 45,477 | | | 46.2 | % | Medicare | | $ | 20,498 | | | $ | 33,303 | | | $ | — | | | $ | 53,801 | | | 48.8 | % |
Medicaid | Medicaid | | 1,938 | | | 2,813 | | | 9,181 | | | 13,932 | | | 14.2 | | Medicaid | | 2,525 | | | 2,708 | | | 9,004 | | | 14,237 | | | 12.9 | |
Subtotal | Subtotal | | 17,094 | | | 33,134 | | | 9,181 | | | 59,409 | | | 60.4 | | Subtotal | | 23,023 | | | 36,011 | | | 9,004 | | | 68,038 | | | 61.7 | |
Managed care | Managed care | | 7,923 | | | 251 | | | — | | | 8,174 | | | 8.3 | | Managed care | | 12,165 | | | 725 | | | — | | | 12,890 | | | 11.7 | |
Private and other(a) | Private and other(a) | | 5,922 | | | 55 | | | 24,837 | | | 30,814 | | | 31.3 | | Private and other(a) | | 6,079 | | | 102 | | | 23,236 | | | 29,417 | | | 26.6 | |
Total revenue | Total revenue | | $ | 30,939 | | | $ | 33,440 | | | $ | 34,018 | | | $ | 98,397 | | | 100.0 | % | Total revenue | | $ | 41,267 | | | $ | 36,838 | | | $ | 32,240 | | | $ | 110,345 | | | 100.0 | % |
| | | | | | | | |
(a) | | Private and other payors in ourthe Company’s home health and hospice services segment includes revenue from all payors generated in ourthe Company’s home care operations. |
Revenue by payor for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, is summarized in the following tables:
| | | Nine Months Ended September 30, 2021 | | Six Months Ended June 30, 2022 |
| | Home Health and Hospice Services | | | Home Health and Hospice Services | |
| | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % | | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % |
Medicare | Medicare | | $ | 61,055 | | | $ | 101,771 | | | $ | — | | | $ | 162,826 | | | 49.7 | % | Medicare | | $ | 44,821 | | | $ | 67,955 | | | $ | — | | | $ | 112,776 | | | 49.0 | % |
Medicaid | Medicaid | | 6,659 | | | 8,507 | | | 27,266 | | | 42,432 | | | 12.9 | | Medicaid | | 5,238 | | | 7,124 | | | 18,375 | | | 30,737 | | | 13.4 | |
Subtotal | Subtotal | | 67,714 | | | 110,278 | | | 27,266 | | | 205,258 | | | 62.6 | | Subtotal | | 50,059 | | | 75,079 | | | 18,375 | | | 143,513 | | | 62.4 | |
Managed care | Managed care | | 34,586 | | | 2,241 | | | — | | | 36,827 | | | 11.2 | | Managed care | | 27,512 | | | 1,937 | | | — | | | 29,449 | | | 12.7 | |
Private and other(a) | Private and other(a) | | 16,594 | | | 302 | | | 68,948 | | | 85,844 | | | 26.2 | | Private and other(a) | | 11,066 | | | 166 | | | 46,032 | | | 57,264 | | | 24.9 | |
Total revenue | Total revenue | | $ | 118,894 | | | $ | 112,821 | | | $ | 96,214 | | | $ | 327,929 | | | 100.0 | % | Total revenue | | $ | 88,637 | | | $ | 77,182 | | | $ | 64,407 | | | $ | 230,226 | | | 100.0 | % |
| | | | | | | | |
(a) | | Private and other payors in ourthe Company’s home health and hospice services segment includes revenue from all payors generated in ourthe Company’s home care operations. |
| | | Nine Months Ended September 30, 2020 | | Six Months Ended June 30, 2021 |
| | Home Health and Hospice Services | | | Home Health and Hospice Services | |
| | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % | | Home Health Services | | Hospice Services | | Senior Living Services | | Total Revenue | | Revenue % |
Medicare | Medicare | | $ | 39,540 | | | $ | 85,551 | | | $ | — | | | $ | 125,091 | | | 44.2 | % | Medicare | | $ | 40,828 | | | $ | 66,712 | | | $ | — | | | $ | 107,540 | | | 49.8 | % |
Medicaid | Medicaid | | 5,491 | | | 9,779 | | | 27,369 | | | 42,639 | | | 15.1 | | Medicaid | | 4,721 | | | 5,433 | | | 17,936 | | | 28,090 | | | 13.0 | |
Subtotal | Subtotal | | 45,031 | | | 95,330 | | | 27,369 | | | 167,730 | | | 59.3 | | Subtotal | | 45,549 | | | 72,145 | | | 17,936 | | | 135,630 | | | 62.8 | |
Managed care | Managed care | | 21,885 | | | 1,064 | | | — | | | 22,949 | | | 8.1 | | Managed care | | 22,617 | | | 1,362 | | | — | | | 23,979 | | | 11.1 | |
Private and other(a) | Private and other(a) | | 15,706 | | | 109 | | | 76,492 | | | 92,307 | | | 32.6 | | Private and other(a) | | 10,794 | | | 245 | | | 45,360 | | | 56,399 | | | 26.1 | |
Total revenue | Total revenue | | $ | 82,622 | | | $ | 96,503 | | | $ | 103,861 | | | $ | 282,986 | | | 100.0 | % | Total revenue | | $ | 78,960 | | | $ | 73,752 | | | $ | 63,296 | | | $ | 216,008 | | | 100.0 | % |
| | | | | | | | |
(a) | | Private and other payors in ourthe Company’s home health and hospice services segment includes revenue from all payors generated in ourthe Company’s home care operations. |
Balance Sheet Impact
Included in the Company’s Condensed Consolidated Balance Sheets are contract assets, comprised of billed accounts receivable and unbilled receivables, which are the result of the timing of revenue recognition, billings and cash collections, as well as, contract liabilities, which primarily represent payments the Company receives in advance of services provided. As of September 30, 2021, the Company had contract liabilities in the amount of $13,359 related to Advance Payments received in connection with the CARES Act reported in other current liabilities. As further discussed in Note 10, Other Accrued Liabilities, the repayment terms for Medicare advance payments were modified through the passage of the Continuing Appropriations Act, 2021 and Other Extensions Act on October 1, 2020.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accounts receivable, net as of SeptemberJune 30, 20212022 and December 31, 20202021 is summarized in the following table:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
Medicare | Medicare | $ | 30,127 | | | $ | 28,569 | | Medicare | $ | 30,384 | | | $ | 31,327 | |
Medicaid | Medicaid | 9,655 | | | 7,669 | | Medicaid | 10,225 | | | 11,793 | |
Managed care | Managed care | 9,754 | | | 7,590 | | Managed care | 9,826 | | | 7,901 | |
Private and other | Private and other | 4,799 | | | 4,036 | | Private and other | 3,693 | | | 3,821 | |
Accounts receivable, gross | Accounts receivable, gross | 54,335 | | | 47,864 | | Accounts receivable, gross | 54,128 | | | 54,842 | |
Less: allowance for doubtful accounts | Less: allowance for doubtful accounts | (933) | | | (643) | | Less: allowance for doubtful accounts | (974) | | | (902) | |
Accounts receivable, net | Accounts receivable, net | $ | 53,402 | | | $ | 47,221 | | Accounts receivable, net | $ | 53,154 | | | $ | 53,940 | |
Concentrations- Credit Risk
The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s gross receivables from the Medicare and Medicaid programs accounted for approximately 75.0% and 78.6% of its total gross accounts receivable as of June 30, 2022 and December 31, 2021, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 62.8% and 62.4% for the three and six months ended June 30, 2022, and 61.7% and 62.8% of the Company’s revenue for the three and six months ended June 30, 2021.
Practical Expedients and Exemptions
As the Company’s contracts have an original duration of one year or less, the Company uses the practical expedient applicable to its contracts and does not consider the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. In addition, the Company has applied the practical expedient provided by ASC 340, Other Assets and Deferred Costs (“ASC 340”), and all incremental customer contract acquisition costs are expensed as they are incurred because the amortization period would have been one year or less.
6. BUSINESS SEGMENTS
The Company classifies its operations into the following reportable operating segments: (1) home health and hospice services, which includes the Company’s home health, hospice and home care businesses; and (2) senior living services, which includes the operation of assisted living, independent living and memory care communities. The reporting segments are business units that offer different services and are managed separately to provide greater visibility into those operations. OurThe Company’s Chief Executive Officer, who is ourthe Company’s Chief Operating Decision Maker (“CODM”), reviews financial information at the operating segment level. WeThe Company also reportreports an “all other” category that includes general and administrative expense from ourthe Company’s Service Center.
As of SeptemberJune 30, 2021,2022, the Company provided services through 8889 affiliated home health, hospice and home care agencies, and 5448 affiliated senior living operations. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company’s Service Center provides various services to all lines of business. The Company does not review assets by segment and therefore assets by segment are not disclosed below.
The CODM uses Segment Adjusted EBITDAR from Operations as the primary measure of profit and loss for the Company's reportable segments and to compare the performance of its operations with those of its competitors. Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs, (4) redundant and nonrecurring costs associated with the Transition Services Agreement, (5) the loss related to senior living operations transferred to Ensign, and (5)(6) net lossincome (loss) attributable
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other”, accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables present certain financial information regarding ourthe Company’s reportable segments, general and administrative expenses are not allocated to the reportable segments and are included in “All Other” for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total |
Three Months Ended September 30, 2021 | | | | | | | | | |
Three Months Ended June 30, 2022 | | Three Months Ended June 30, 2022 | | | | | | | | |
Revenue | Revenue | | $ | 79,003 | | | $ | 32,918 | | | $ | — | | | $ | 111,921 | | Revenue | | $ | 85,344 | | | $ | 30,972 | | | $ | — | | | $ | 116,316 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 14,409 | | | $ | 9,106 | | | $ | (6,783) | | | $ | 16,732 | | Segment Adjusted EBITDAR from Operations | | $ | 15,728 | | | $ | 8,771 | | | $ | (7,870) | | | $ | 16,629 | |
Three Months Ended September 30, 2020 | | |
Three Months Ended June 30, 2021 | | Three Months Ended June 30, 2021 | |
Revenue | Revenue | | $ | 64,379 | | | $ | 34,018 | | | $ | — | | | $ | 98,397 | | Revenue | | $ | 78,105 | | | $ | 32,240 | | | $ | — | | | $ | 110,345 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 13,530 | | | $ | 11,684 | | | $ | (6,857) | | | $ | 18,357 | | Segment Adjusted EBITDAR from Operations | | $ | 14,931 | | | $ | 9,752 | | | $ | (6,068) | | | $ | 18,615 | |
| | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total |
Nine Months Ended September 30, 2021 | | | | | | | | | |
Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2022 | | | | | | | | |
Revenue | Revenue | | $ | 231,715 | | | $ | 96,214 | | | $ | — | | | $ | 327,929 | | Revenue | | $ | 165,819 | | | $ | 64,407 | | | $ | — | | | $ | 230,226 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 43,131 | | | $ | 27,692 | | | $ | (19,249) | | | $ | 51,574 | | Segment Adjusted EBITDAR from Operations | | $ | 29,676 | | | $ | 18,203 | | | $ | (16,016) | | | $ | 31,863 | |
Nine Months Ended September 30, 2020 | | |
Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2021 | |
Revenue | Revenue | | $ | 179,125 | | | $ | 103,861 | | | $ | — | | | $ | 282,986 | | Revenue | | $ | 152,712 | | | $ | 63,296 | | | $ | — | | | $ | 216,008 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 34,681 | | | $ | 37,673 | | | $ | (15,638) | | | $ | 56,716 | | Segment Adjusted EBITDAR from Operations | | $ | 28,722 | | | $ | 18,586 | | | $ | (12,466) | | | $ | 34,842 | |
This following table provides a reconciliation of Segment Adjusted EBITDAR from Operations to income from operations:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | $ | 16,732 | | | $ | 18,357 | | | $ | 51,574 | | | $ | 56,716 | | Segment Adjusted EBITDAR from Operations | $ | 16,629 | | | $ | 18,615 | | | $ | 31,863 | | | $ | 34,842 | |
Less: Depreciation and amortization | Less: Depreciation and amortization | 1,200 | | | 1,212 | | | 3,545 | | | 3,434 | | Less: Depreciation and amortization | 1,279 | | | 1,170 | | | 2,426 | | | 2,345 | |
Rent—cost of services | Rent—cost of services | 10,334 | | | 9,721 | | | 30,455 | | | 29,194 | | Rent—cost of services | 9,078 | | | 10,156 | | | 19,129 | | | 20,121 | |
Other expense | Other expense | — | | | 225 | | | (24) | | | 225 | | Other expense | (35) | | | (24) | | | (32) | | | (24) | |
Adjustments to Segment EBITDAR from Operations: | Adjustments to Segment EBITDAR from Operations: | | Adjustments to Segment EBITDAR from Operations: | |
Less: Costs at start-up operations(a) | Less: Costs at start-up operations(a) | 532 | | | 717 | | | 991 | | | 1,422 | | Less: Costs at start-up operations(a) | 377 | | | 347 | | | 508 | | | 459 | |
Share-based compensation expense(b) | Share-based compensation expense(b) | 2,568 | | | 2,102 | | | 7,483 | | | 6,017 | | Share-based compensation expense(b) | 2,380 | | | 2,499 | | | 4,820 | | | 4,915 | |
Acquisition related costs(c) | Acquisition related costs(c) | 36 | | | — | | | 73 | | | — | | Acquisition related costs(c) | 14 | | | 30 | | | 14 | | | 37 | |
| Transition services costs(d) | Transition services costs(d) | 236 | | | 209 | | | 1,825 | | | 746�� | | Transition services costs(d) | 40 | | | 687 | | | 77 | | | 1,589 | |
Net COVID-19 related costs(e) | — | | | (307) | | | — | | | 853 | | |
Add: Net loss attributable to noncontrolling interest | (124) | | | — | | | (342) | | | — | | |
Condensed Consolidated Income from Operations | $ | 1,702 | | | $ | 4,478 | | | $ | 6,884 | | | $ | 14,825 | | |
| Loss related to senior living operations transferred to Ensign(e) | | Loss related to senior living operations transferred to Ensign(e) | 6,691 | | | — | | | 5,934 | | | — | |
Add: Net income (loss) attributable to noncontrolling interest | | Add: Net income (loss) attributable to noncontrolling interest | 80 | | | (181) | | | 224 | | | (218) | |
Condensed Consolidated (Loss) Income from Operations | | Condensed Consolidated (Loss) Income from Operations | $ | (3,115) | | | $ | 3,569 | | | $ | (789) | | | $ | 5,182 | |
| | | | | | | | |
(a) | | Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations. |
(b) | | Share-based compensation expense incurred which is included in cost of services and general and administrative expense. |
(c) | | Acquisition related costs related to business combinations during the periods. |
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| | | | | | | | |
(c) | | Acquisition related costs related to business combinations during the periods. |
(d) | | A portionCosts identified as redundant or nonrecurring incurred by the Company as a result of the Spin-off. The 2021 amounts represents part of the costs incurred under the Transition Services Agreement identified as redundant or nonrecurring thatAgreement. All amounts are included in general and administrative expense. Fees incurred under the Transition Services Agreement net of the Company’s payroll reimbursement, were $706$458 and $2,441$1,101 for the three and ninesix months ended SeptemberJune 30, 2021,2022, and $1,502$747 and $4,583$1,735 for the three and ninesix months ended SeptemberJune 30, 2020, respectively. During the fourth quarter of fiscal 2020, we updated our Transition service costs adjustment to include duplicate software costs. The prior year transition service costs adjustment has been recast to reflect the change. The adjustment to the prior year transition service costs was $113 and $333 for the duplicative software costs for the three and nine months ended September 30, 2020 that were included in the 2020 full year amount in the Company’s as filed Form 10-K.2021. |
(e) | | BeginningOn January 27, 2022, affiliates of the Company, entered into certain operations transfer agreements (collectively, the “Transfer Agreements”) with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the first quartertransfer of fiscal year 2021, we updated our definition of Segment Adjusted EBITDAR to no longer include an adjustment for COVID-19 expenses offset bytwo operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount of sequestration relief. COVID-19 expenses continue to be part of daily operations for which less specific identification is visible. Furthermore, the sequestration relief has been extended through December 31, 2021. Sequestration relief was $867 and $2,685includes $6,500 for the three and ninesix months ended SeptemberJune 30, 2021, respectively.
The 2020 amounts represent incremental costs incurred as part2022 to cover post-closing capital expenditures and operating losses related to one of the Company's response to COVID-19 including direct medical supplies, labor,communities transferred on April 1, 2022. The amount above also includes $191 and other expenses, net of $1,121 and $1,675 in increased revenue related to the 2% payment increase in Medicare reimbursements for sequestration relief$(566) for the three and ninesix months ended SeptemberJune 30, 2020, respectively. 2022, respectively, for the related net impact on revenue and cost of service attributable to the transferred entities. This amount excludes rent and depreciation and amortization expense related to such operations. |
7. ACQUISITIONS
The Company’s acquisition focus is to purchase or lease operations that are complementary to the Company’s current businesses, accretive to the Company’s business or otherwise advance the Company’s strategy. The results of all the Company’s independent operating subsidiaries are included in the Interim Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting.
2022 Acquisitions
During the six months ended June 30, 2022, the Company expanded its operations with the addition of 1 home health agency. The purchase price for this acquisition was $775.
The fair value of assets for the Company’s home health acquisition was mostly concentrated in goodwill and intangible assets and as such, this transaction was classified as business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combination was $775, which consisted of equipment and other assets of $11, goodwill of $520, and indefinite-lived intangible assets of $244 related to Medicare and Medicaid licenses. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes. There were no material acquisition costs that were expensed related to the business combination during the six months ended June 30, 2022.
2021 Acquisitions
During the ninesix months ended SeptemberJune 30, 2021, the Company expanded its operations with the addition of 5 home health 4and 3 hospice and 2 home care agencies. The aggregate purchase price for these acquisitions was $14,135.$13,385. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction.
The fair value of assets for home health, hospice, and home care acquisitions waswere mostly concentrated in goodwill and intangible assets and as such, these transactions were classified as business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combinations was $13,550,$12,800, which consisted of equipment and other assets of $72,$64, goodwill of $7,341,$6,920, and indefinite-lived intangible assets of $6,137$5,816 related to Medicare and Medicaid licenses. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes. There were no material acquisition costs that were expensed related to the business combinations during the ninesix months ended SeptemberJune 30, 2021.
NaN of the hospice agencies were acquired Medicare licenses and are considered asset acquisitions. The fair value of assets for the hospice licenses acquired totaled $585 and was allocated to indefinite-lived intangible assets.
2020 Acquisitions
Subsequent Events
During the nine months ended SeptemberSubsequent to June 30, 2020, the Company expanded its operations with the addition of 4 home health agency, 5 hospice agencies, and 2 senior living communities. The aggregate purchase price for these acquisitions was $14,493. In connection with the addition of the senior living communities,2022, the Company entered into newa long-term “triple-net” leases with subsidiaries of Ensign.lease and operation service agreement to operate a senior living community in Boise, Idaho. The addition of these operationsthis operation added a total of 164100 operational senior living units to be operated by one of the Company’s independent operating subsidiaries. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction.
The fair value of assets for all home health, hospice and home care acquisitions was concentrated in goodwill and as such, these transactions were classified as business combinations in accordance with ASC 805. The purchase price for the business combinations was $14,493, which mostly consisted of equipment of $78, goodwill of $7,860, indefinite-lived intangible assets of $6,636 related to Medicare and Medicaid licenses, net of assumed liabilities of $81. The majority of total goodwill recognized is fully deductible for tax purposes. There were no acquisition costs that were expensed related to the business combinations of home health, hospice, and home care during the nine months ended September 30, 2020.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
8. PROPERTY AND EQUIPMENT—NET
Property and equipment, net consist of the following:
| | | | | | | | | | | |
| September 30, 2021 | | December 31, 2020 |
Leasehold improvements | $ | 11,844 | | | $ | 9,984 | |
Equipment | 24,729 | | | 22,420 | |
Furniture and fixtures | 1,199 | | | 1,186 | |
| 37,772 | | | 33,590 | |
Less: accumulated depreciation | (19,263) | | | (15,706) | |
Property and equipment, net | $ | 18,509 | | | $ | 17,884 | |
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Land | $ | 96 | | | $ | — | |
Building | 1,890 | | | — | |
Leasehold improvements | 14,734 | | | 11,660 | |
Equipment | 25,304 | | | 22,415 | |
Furniture and fixtures | 1,264 | | | 1,199 | |
| 43,288 | | | 35,274 | |
Less: accumulated depreciation | (20,865) | | | (18,486) | |
Property and equipment, net | $ | 22,423 | | | $ | 16,788 | |
Depreciation expense was $1,189$1,264 and $3,527$2,396 for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 and $1,209$1,167 and $3,424$2,338 for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively.
The Company acquired 1 building and related assets during the six months ended June 30, 2022 associated with an existing senior living community operation. The total acquisition price of the land, building and related equipment was $2,007.
The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets, which are evaluated for impairment. Long-lived assets include assets such as property and equipment, operating lease assets and certain intangible assets. The inputs used to determine the fair value of long-lived assets and a reporting unit are considered Level 3 measurements due to their subjective nature. Management has evaluated its long-lived assets and determined there was no impairment during the three and ninesix months ended SeptemberJune 30, 20212022 and 2020.2021.
9. GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
The following table represents activity in goodwill by segment for the ninesix months ended SeptemberJune 30, 2021:2022:
| | | | | | | | | | | | | | | | | |
| Home Health and Hospice Services | | Senior Living Services | | Total |
December 31, 2020 | $ | 62,802 | | | $ | 3,642 | | | $ | 66,444 | |
Additions | 7,341 | | | — | | | 7,341 | |
| | | | | |
September 30, 2021 | $ | 70,143 | | | $ | 3,642 | | | $ | 73,785 | |
| | | | | | | | | | | | | | | | | |
| Home Health and Hospice Services | | Senior Living Services | | Total |
December 31, 2021 | $ | 70,623 | | | $ | 3,642 | | | $ | 74,265 | |
Additions | 520 | | | — | | | 520 | |
| | | | | |
June 30, 2022 | $ | 71,143 | | | $ | 3,642 | | | $ | 74,785 | |
Other indefinite-lived intangible assets consist of the following:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
Trade name | Trade name | $ | 1,355 | | | $ | 1,355 | | Trade name | $ | 1,355 | | | $ | 1,355 | |
Medicare and Medicaid licenses | Medicare and Medicaid licenses | 52,855 | | | 46,133 | | Medicare and Medicaid licenses | 52,619 | | | 52,375 | |
Total | Total | $ | 54,210 | | | $ | 47,488 | | Total | $ | 53,974 | | | $ | 53,730 | |
As of September 30, 2021, we evaluated potential triggering events that might be indicators that our goodwill and indefinite lived intangibles were impaired. The Company concluded that the current economic and business conditions did not result in a triggering event requiring a quantitative goodwill or intangible asset impairment analysis. No goodwill or intangible asset impairments were recorded during the three and ninesix months ended SeptemberJune 30, 20212022 and 2020.2021.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
Refunds payable | Refunds payable | $ | 2,786 | | | $ | 2,664 | | Refunds payable | $ | 3,083 | | | $ | 3,095 | |
Deferred revenue | Deferred revenue | 1,366 | | | 1,271 | | Deferred revenue | 1,534 | | | 1,456 | |
Contract Liabilities (CARES Act advance payments) | 13,359 | | | 22,771 | | |
Contract liabilities (CARES Act advance payments) | | Contract liabilities (CARES Act advance payments) | — | | | 6,211 | |
Resident deposits | Resident deposits | 5,361 | | | 5,647 | | Resident deposits | 4,980 | | | 5,111 | |
Property taxes | Property taxes | 1,120 | | | 982 | | Property taxes | 823 | | | 1,102 | |
Accrued self-insurance liabilities - current portion | 2,191 | | | 1,354 | | |
Accrued self-insurance liabilities | | Accrued self-insurance liabilities | 4,325 | | | 1,613 | |
Accrued fee for transfer of senior living community | | Accrued fee for transfer of senior living community | 3,750 | | | — | |
Other | Other | 2,957 | | | 3,586 | | Other | 4,548 | | | 2,896 | |
Other accrued liabilities | Other accrued liabilities | $ | 29,140 | | | $ | 38,275 | | Other accrued liabilities | $ | 23,043 | | | $ | 21,484 | |
Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits to residents and a small portion consists of non-refundable deposits recognized into revenue over a period of time. The CARES Act also expanded the ability of CMS to provide accelerated or advance payments intended to increase the cash flow of healthcare providers and suppliers impacted by COVID-19. During the prior year the Company applied for and received $27,997 in funds under the AAP Program. On October 1, 2020, the Continuing Appropriations Act, 2021 and Other Extensions Act (the “CA Act”) was signed into law. Among other things, the CARES Act significantly changed the repayment terms for AAP. In April 2021 CMS began automatic recoupment of these amounts through offsets to new claims. Medicare will automatically recoup 25% of Medicare payments for 11 months. At the end of the 11 months and assuming full repayment has not occurred, recoupment will increase to 50% for another six months. Any balance outstanding after these two recoupment periods will be subject to repayment at a 4% interest rate. As of September 30, 2021, CMS had recouped $14,638 of the AAP. The Company anticipates completing repayment of the AAP within the allotted recoupment periods.residents.
11. DEBT
Long-term debt, net consists of the following:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
Revolving Credit Facility | Revolving Credit Facility | $ | 45,000 | | | $ | 9,500 | | Revolving Credit Facility | $ | 55,000 | | | $ | 53,500 | |
Less: unamortized debt issuance costs(a) | Less: unamortized debt issuance costs(a) | (2,258) | | | (1,223) | | Less: unamortized debt issuance costs(a) | (1,869) | | | (2,128) | |
Long-term debt, net | Long-term debt, net | $ | 42,742 | | | $ | 8,277 | | Long-term debt, net | $ | 53,131 | | | $ | 51,372 | |
| | | | | | | | |
(a) | | Amortization expense for debt issuance costs was $129$130 and $358$260 for three and six months ended June 30, 2022 and $142 and $229 for the three and ninesix months ended SeptemberJune 30, 2021, respectively, and $86 and $248 for the three and nine months ended September 30, 2020, respectively, and is recorded in interest expense, net on the Condensed Consolidated Statements of Income. |
On February 23, 2021, Pennant entered into an amendment to its existing credit agreement (as amended, the “Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $150,000 (the “Revolving Credit Facility”). The interest rates applicable to loans under the Revolving Credit Facility are, at the Company’s election, either (i) Adjusted LIBOR (as defined in the Credit Agreement) plus a margin ranging from 2.3% to 3.3% per annum or (ii) Base Rate plus a margin ranging from 1.3% to 2.3% per annum, in each case, based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (each, as defined in the Credit Agreement). In addition, Pennant pays a commitment fee on the undrawn portion of the commitments under the Revolving Credit Facility which ranges from 0.35% to 0.50% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company is not required to repay any loans under the Credit Agreement prior to maturity in 2026, other than to the extent the outstanding borrowings exceed the aggregate commitments under the Credit Agreement. As of SeptemberJune 30, 2021,2022, the Company’s weighted average interest rate on its outstanding debt was 2.97%4.67%. As of SeptemberJune 30, 2021,2022, the Company had available borrowing on the Revolving Credit Facility of $101,664,$90,814, which is net of outstanding letters of credit of $3,336.$4,186.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of the Revolving Credit Facility approximates carrying value, due to the short-term naturenature and variable interest rates. The fair value of this debt is categorized within Level 2 of the fair value hierarchy based on the observable market borrowing rates.
The Credit Agreement is guaranteed, jointly and severally, by certain of the Company’s independent operating subsidiaries, and is secured by a pledge of stock of the Company's material independent operating subsidiaries as well as a first lien on substantially all of each material operating subsidiary's personal property. The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Financial covenants require compliance with certain levels of leverage ratios that impact the amount of interest. As of SeptemberJune 30, 2021,2022, the Company was compliant with all such financial covenants.
12. OPTIONS AND AWARDS
Outstanding options held by employees of the Company under the Ensign stock plans (collectively the “Ensign Plans”) and outstanding options and restricted stock awards under the Company Subsidiary Equity Plan (together with the Ensign Plans the “Pre-Spin Plans”) were modified and replaced with Pennant awards under the Pennant Plans at the Spin-Off date. Additionally, in connection with the Spin-Off, the Company issued new options and restricted stock awards to Pennant and Ensign employees under the 2019 Omnibus Incentive Plan (the “OIP”) and Long-Term Incentive Plan (the “LTIP”, together referred to as the “Pennant Plans”).
Under the Ensign Plans and the Pennant Plans, stock-based payment awards, including employee stock options, restricted stock awards (“RSA”), and restricted stock units (“RSU” and together with RSA, “Restricted Stock”) are issued based on estimated fair value. The following disclosures represent share-based compensation expense relating to employees of the Company’s subsidiaries and non-employee directors who have awards under the Ensign and Pennant Plans.
Total share-based compensation expense for all Plans for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 was:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Share-based compensation expense related to stock options | Share-based compensation expense related to stock options | $ | 834 | | | 444 | | | $ | 2,216 | | | $ | 1,076 | | Share-based compensation expense related to stock options | $ | 779 | | | 745 | | | $ | 1,621 | | | $ | 1,382 | |
Share-based compensation expense related to Restricted Stock | Share-based compensation expense related to Restricted Stock | 1,547 | | | 1,558 | | | 4,597 | | | 4,643 | | Share-based compensation expense related to Restricted Stock | 1,502 | | | 1,530 | | | 3,021 | | | 3,050 | |
Share-based compensation expense related to Restricted Stock to non-employee directors | Share-based compensation expense related to Restricted Stock to non-employee directors | 187 | | | 100 | | | 670 | | | 298 | | Share-based compensation expense related to Restricted Stock to non-employee directors | 99 | | | 224 | | | 178 | | | 483 | |
Total share-based compensation | Total share-based compensation | $ | 2,568 | | | $ | 2,102 | | | $ | 7,483 | | | $ | 6,017 | | Total share-based compensation | $ | 2,380 | | | $ | 2,499 | | | $ | 4,820 | | | $ | 4,915 | |
In future periods, the Company estimates it will recognize the following share-based compensation expense for unvested stock options and unvested Restricted Stock which were unvested as of SeptemberJune 30, 2021:2022:
| | | Unrecognized Compensation Expense | | Weighted Average Recognition Period (in years) | | Unrecognized Compensation Expense | | Weighted Average Recognition Period (in years) |
Unvested Stock Options | Unvested Stock Options | $ | 12,715 | | | 4.0 | Unvested Stock Options | $ | 11,732 | | | 3.6 |
Unvested Restricted Stock | Unvested Restricted Stock | 6,325 | | | 1.1 | Unvested Restricted Stock | 1,735 | | | 0.5 |
Total unrecognized share-based compensation expense | Total unrecognized share-based compensation expense | $ | 19,040 | | | Total unrecognized share-based compensation expense | $ | 13,467 | | |
On July 25, 2022 the Company modified certain outstanding RSUs granted in connection with the spin-off. All the RSUs had an original vesting date of October 1, 2022. The modification resulted in the forfeiture of 250,000 outstanding RSUs and accelerated the vesting on the remaining 942,842 RSUs from October 1, 2022 to July 31, 2022. Additionally, the Company granted 250,000 RSAs to certain executives and employees on July 25, 2022 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The RSAs vest in five equal annual installments beginning on the first anniversary of the date of the grant.
Stock Options
Under the Pennant Plans, options granted to employees of the subsidiaries of Pennant generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years after the date of grant.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for share-based payment awards under the Plans. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility and expected option life. The Company develops estimates based on historical data and market information, which can change significantly over time.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted:granted as of June 30:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grant Year | | Options Granted | | Risk-Free Interest Rate | | Expected Life(a) | | Expected Volatility(b) | | Dividend Yield | | Weighted Average Fair Value of Options |
2021 | | 364 | | | 1.0 | % | | 6.5 | | 38.2 | % | | — | % | | $ | 14.82 | |
2020 | | 494 | | | 0.5 | % | | 6.5 | | 35.8 | % | | — | % | | $ | 9.81 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grant Year | | Options Granted | | Risk-Free Interest Rate | | Expected Life(a) | | Expected Volatility(b) | | Dividend Yield | | Weighted Average Fair Value of Options |
2022 | | 298 | | | 2.2 | % | | 6.5 | | 39.9 | % | | — | % | | $ | 6.60 | |
2021 | | 304 | | | 1.0 | % | | 6.5 | | 38.0 | % | | — | % | | $ | 15.41 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | |
(a) | | Under the midpoint method, the expected option life is the midpoint between the contractual option life and the average vesting period for the options being granted. This resulted in an expected option life of 6.5 years for the options granted. |
(b) | | Because the Company’s equity shares have been traded for a relatively short period of time, expected volatility assumption was based on the volatility of related industry stocks. |
The following table represents the employee stock option activity during the ninesix months ended SeptemberJune 30, 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Options Outstanding | | Weighted Average Exercise Price | | Number of Options Vested | | Weighted Average Exercise Price of Options Vested |
December 31, 2020 | 1,982 | | | $ | 17.48 | | | 615 | | | $ | 7.52 | |
Granted | 364 | | | 37.70 | | | | | |
Exercised | (92) | | | 7.48 | | | | | |
Forfeited & Expired | (63) | | | 22.49 | | | | | |
| | | | | | | |
September 30, 2021 | 2,191 | | | $ | 21.12 | | | 683 | | | $ | 10.16 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Options Outstanding | | Weighted Average Exercise Price | | Number of Options Vested | | Weighted Average Exercise Price of Options Vested |
December 31, 2021 | 2,242 | | | $ | 21.38 | | | 840 | | | $ | 12.28 | |
Granted | 298 | | | 15.24 | | | | | |
Exercised | (54) | | | 6.67 | | | | | |
Forfeited | (136) | | | 24.05 | | | | | |
Expired | (31) | | | 9.38 | | | | | |
June 30, 2022 | 2,319 | | | $ | 20.94 | | | 917 | | | $ | 14.99 | |
Restricted Stock
A summary of the status of Pennant’s non-vested Restricted Stock, and changes during the ninesix months ended SeptemberJune 30, 2021,2022, is presented below:
| | | | | | | | | | | |
| Non-Vested Restricted Stock | | Weighted Average Grant Date Fair Value |
December 31, 2020 | 1,635 | | | $ | 14.80 | |
Granted | 15 | | | 44.67 | |
Vested | (143) | | | 16.26 | |
Forfeited | (4) | | | 14.30 | |
September 30, 2021 | 1,503 | | | $ | 14.96 | |
| | | | | | | | | | | |
| Non-Vested Restricted Stock | | Weighted Average Grant Date Fair Value |
December 31, 2021 | 1,493 | | | $ | 15.00 | |
Granted | 11 | | | 16.93 | |
Vested | (55) | | | 13.54 | |
Forfeited | (5) | | | 13.48 | |
June 30, 2022 | 1,444 | | | $ | 15.07 | |
13. LEASES
The Company’s independent operating subsidiaries lease 5448 senior living communities and its administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five to 21 years. Most of these leases contain renewal options, most involve rent increases and none contain purchase options. The lease term excludes lease renewals because the renewal rents are not at a bargain, there are no economic penalties for the Company to renew the lease, and it is not reasonably certain that the Company will exercise the extension options. As of September 30, 2021, theThe Company’s independent operating subsidiaries leased 31 communities from subsidiaries of Ensign (the “Ensign Leases”) under a master lease arrangement. as of June 30, 2022 and June 30, 2021. Each of the leases have a initial term of between 14 and 20 years from the lease commencement date. The existing leases withtotal amount of rent expense included in rent - cost of services paid to subsidiaries of Ensign was $3,006 and $6,490 for the three and six months ended June 30, 2022, respectively, and $3,173 and $6,246 for the three and six months ended June 30, 2021, respectively. In addition to rent, each of the operating companies are generally for initial terms of between 14required to 20 years. Inpay the
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
addition to rent, each of the operating companies are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all community maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties.
NaN of the Company’s affiliated senior living communities, excluding the communities that are operated under the Ensign Leases (as defined herein), are operated under 2 separate master lease arrangements. Under these master leases, a breach at a single community could subject one or more of the other communities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases and master leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the master lease without the consent of the landlord.
On January 27, 2022, affiliates of the Company, entered into Transfer Agreements with affiliates of Ensign, providing for the transfer of the operations of senior living communities. The closing of the Transaction was completed in two phases with the transfer of two operations on March 1, 2022 and the remainder transferred on April 1, 2022. As a result of the lease terminations, the Company reduced both the right of use assets and the lease liabilities by $42,515. NaN of the terminated leases were part of master lease agreements. As a result of the transferred leases being removed from a master lease arrangements, the remaining lease components under the master lease arrangements were modified which resulted in a net increase to the lease liability and ROU asset balance of $6,522 for the six months ended June 30, 2022.
The components of operating lease cost, are as follows:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 | |
Operating Lease Costs: | Operating Lease Costs: | | | | | | | | | Operating Lease Costs: | | | | | | | | |
Facility Rent—cost of services | $ | 9,052 | | | $ | 8,876 | | | $ | 26,844 | | | $ | 26,624 | | | |
Community Rent—cost of services | | Community Rent—cost of services | $ | 7,837 | | | $ | 8,957 | | | $ | 16,626 | | | $ | 17,792 | | |
Office Rent—cost of services | Office Rent—cost of services | 1,282 | | | 914 | | | 3,611 | | | 2,713 | | | Office Rent—cost of services | 1,241 | | | 1,199 | | | 2,503 | | | 2,329 | | |
Sublease Income | — | | | (69) | | | — | | | (143) | | | |
Rent—cost of services | Rent—cost of services | $ | 10,334 | | | $ | 9,721 | | | $ | 30,455 | | | $ | 29,194 | | | Rent—cost of services | $ | 9,078 | | | $ | 10,156 | | | $ | 19,129 | | | $ | 20,121 | | |
| General and administrative expense | General and administrative expense | $ | 51 | | | $ | 76 | | | $ | 192 | | | $ | 218 | | | General and administrative expense | $ | 74 | | | $ | 77 | | | $ | 155 | | | $ | 141 | | |
Variable lease cost (a) | Variable lease cost (a) | $ | 1,609 | | | $ | 1,299 | | | $ | 4,598 | | | $ | 3,975 | | | Variable lease cost (a) | $ | 1,298 | | | $ | 1,490 | | | $ | 2,873 | | | $ | 2,989 | | |
| | | | | | | | |
(a) | | Represents variable lease cost for operating leases, which costs include property taxes and insurance, common area maintenance, and consumer price index increases, incurred as part of ourthe Company’s triple net lease, and which is included in cost of services for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020.2021. |
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table shows the lease maturity analysis for all leases as of SeptemberJune 30, 2021,2022, for the years ended December 31:
| Year | Year | Amount | Year | Amount |
2021 (Remainder) | $ | 9,778 | | |
2022 | 38,645 | | |
2022 (Remainder) | | 2022 (Remainder) | $ | 17,420 | |
2023 | 2023 | 37,686 | | 2023 | 33,276 | |
2024 | 2024 | 36,645 | | 2024 | 32,748 | |
2025 | 2025 | 35,681 | | 2025 | 31,560 | |
2026 | | 2026 | 30,811 | |
Thereafter | Thereafter | 356,306 | | Thereafter | 267,054 | |
Total lease payments | Total lease payments | 514,741 | | Total lease payments | 412,869 | |
Less: present value adjustments | Less: present value adjustments | (212,103) | | Less: present value adjustments | (152,587) | |
Present value of total lease liabilities | Present value of total lease liabilities | 302,638 | | Present value of total lease liabilities | 260,282 | |
Less: current lease liabilities | Less: current lease liabilities | (15,399) | | Less: current lease liabilities | (15,662) | |
Long-term operating lease liabilities | Long-term operating lease liabilities | $ | 287,239 | | Long-term operating lease liabilities | $ | 244,620 | |
Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at each lease’s commencement date to determine each lease's operating lease liability. As of SeptemberJune 30, 2021,2022, the weighted average remaining lease term is 14.313.1 years and the weighted average discount rate is 8.1%7.6%.
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
14. INCOME TAXES
The Company recorded income tax expensebenefit of $69$1,375 and $1,013$833 or 5.8%34.6% and 18.4%36.7% of earnings before income taxes for the three and ninesix months ended SeptemberJune 30, 2021, respectively2022, and income tax expense of $104$604 and $2,430$944 or 2.3%19.7% and 17.2%21.8% of earnings before income taxes for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively. The effective tax rate for both three and ninesix month periods includes excess tax benefits from share-based compensation which were offset by non-deductible expenses including non-deductible compensation.
15. COMMITMENTS AND CONTINGENCIES
Regulatory Matters - The Company provides services in complex and highly regulated industries. The Company’s compliance with applicable U.S. federal, state and local laws and regulations governing these industries may be subject to governmental review and adverse findings may result in significant regulatory action, which could include sanctions, damages, fines, penalties (many of which may not be covered by insurance), and even exclusion from government programs. The Company is a party to various regulatory and other governmental audits and investigations in the ordinary course of business and cannot predict the ultimate outcome of any federal or state regulatory survey, audit or investigation. While governmental audits and investigations are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve.resolve and penalties subject to appeal may remain in place during such appeals. The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company's businesses. The Company believes that it is presently in compliance in all material respects with all applicable laws and regulations.
Cost-Containment Measures - Government and third-party payors have instituted cost-containment measures designed to limit payments made to providers of healthcare services, may propose future cost-containment measures, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.
Indemnities - From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of agencies and communities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain Ensign lending agreements, and (iv) certain agreements with management, directors and employees, under which the subsidiaries of the
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s Condensed Consolidated Balance Sheets for any of the periods presented.
Litigation - The Company’s businesses involve a significant risk of liability given the age and health of the patients and residents served by its independent operating subsidiaries. The Company, its operating companies, and others in the industry may be subject to a number of claims and lawsuits, including professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company is routinely subjected to these claims in the ordinary course of business, including potential claims related to patient care and treatment, and professional negligence, as well as employment related claims. If there were a significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In addition, the defense of these lawsuits may result in significant legal costs, regardless of the outcome, and may result in large settlement amounts or damage awards.
In addition to the potential lawsuits and claims described above, the Company is also subject to potential lawsuits under the False Claims Act (the “FCA”) and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare) or payor. A violation may provide the basis for exclusion from federally funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance. Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the FCA.FCA, for which 18 states have qualified, including California and Texas, where we do business. As
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
such, the Company could face increased scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it conducts business.
Under the Fraud Enforcement and Recovery Act (“FERA”) and its associated rules, healthcare providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Providers have an obligation to proactively exercise “reasonable diligence” to identify overpayments and return those overpayments to CMS within 60 days of “identification” or the date any corresponding cost report is due, whichever is later. Retention of overpayments beyond this period may create liability under the FCA. In addition, FERA protects whistleblowers (including employees, contractors, and agents) from retaliation.
The Company cannot predict or provide any assurance as to the possible outcome of any litigation. If any litigation were to proceed, and the Company and its operating companies are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under federal Medicare statutes, the FCA, or similar state and federal statutes and related regulations, the Company’s business, financial condition and results of operations and cash flows could be materially and adversely affected. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its independent operating subsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government.
Medicare Revenue Recoupments - The Company is subject to probe reviews relating to Medicare services, billings and potential overpayments by Unified Program Integrity Contractors (“UPIC”), Recovery Audit Contractors (“RAC”), Zone Program Integrity Contractors (“ZPIC”), Program Safeguard Contractors (“PSC”), Supplemental Medical Review Contractors (“SMRC”) and Medicaid Integrity Contributors (“MIC”) programs, each of the foregoing collectively referred to as “Reviews.”
As of SeptemberJune 30, 2021,2022, 8 of the Company’s independent operating subsidiaries had Reviews scheduled, on appeal or in dispute resolution process, both pre- and post-payment. If an operation fails an initial or subsequent Review, the operation could then be subject to extended Review, suspension of payment, or extrapolation of the identified error rate to all billing in the same time period. The Company, from time to time, receives record requests in reviews which have resulted in claim denials on paid claims. The Company has appealed substantially all denials arising from these reviews using the applicable appeals process. As of SeptemberJune 30, 2021,2022, and through the filing of this Quarterly Report on Form 10-Q, the Company’s independent operating subsidiaries have responded to the Reviews that are currently ongoing, on appeal or in dispute resolution processprocess. The Company cannot predict the ultimate outcome of any regulatory and the Company.other governmental reviews. While such
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Onereviews are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve. The costs to respond to and defend such reviews may be significant and an adverse determination in such reviews may subject the Company to sanctions, damages, extrapolation of damage findings, additional recoupments, fines, other penalties (some of which may not be covered by insurance), and termination from Medicare programs which may, either individually or in the aggregate, have a material adverse effect on the Company's business and financial condition.
From June 2021 to May 2022, one hospice provider number iswas subject to a Medicare payment suspension imposed by a Uniform Program Integrity Contractor (UPIC). As of June 30, 2022, the total amount due from the government payor impacted by the suspension was $4,885 and was recorded in long-term other assets. The amounts suspended represent all Medicare payments due to the provider number during the suspension.
In May 2022, the Company received communication that the Medicare payment suspension was terminated and the UPIC’s review was complete. The UPIC is reviewing 42reviewed 107 patient records covering a 4-month10-month period to determine whether, in its view, a Medicare overpayment was made. Medicare paymentsBased on the results of the review, the UPIC has alleged sampled and extrapolated overpayments of $5,165, and will withhold up to that provider number are suspended pendingamount through continued recoupment of Medicare payments. The Company is evaluating the conclusionfindings and will vigorously pursue its appeal rights through the administrative appeals process which include contesting the methodology used by the UPIC to perform statistical extrapolation. At this stage of the UPIC’s review. The payments suspended as of September 30, 2021 total $2.7 million. The suspended amounts represent all Medicare payments duereview, based on the information currently available to the provider number sinceCompany, the startCompany cannot predict the timing or the outcome of the suspension and are notthis review. As of June 30, 2022, we have an overpayment finding. If the UPIC concludesaccrued liability that is immaterial for this review which was recorded as an overpayment exists, it will recover the overpayment from the suspended funds and release the excess funds, if any,offset to the provider. The UPIC has not specified when the payment suspension will end or when it will reach an over-payment determination.revenue.
Insurance - The Company retains risk for a substantial portion of potential claims for general and professional liability, workers’ compensation and automobile liability. The Company does not retain risk related to its employee health plans.
The Company recognizes obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. The general and professional liability insurance has a retention limit of $150 per claim with a $500 corridor as an additional out-of-pocket retention we must satisfy for claims within the policy year before the carrier will reimburse losses. The workers’ compensation insurance has a retention limit of $250 per claim, except for policies held in Texas and Washington which are subject to state insurance and possess their own limits.
Concentrations
Credit Risk - TheEffective January 1, 2022 the Company is self-insured for claims related to employee health, dental, and vision care. To protect itself against loss exposure, the Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit riskpurchased individual stop-loss insurance coverage that insures individual health claims that exceed $325 for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recordedeach covered person for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s gross receivables from the Medicare and Medicaid programs accounted for approximately 73.2% and 75.7% of
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
its total gross accounts receivable as of September 30, 2021 and December 31, 2020, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 62.2% and 62.6% for the three and nine months ended September 30, 2021, and 60.4% and 59.3% of the Company’s revenue for the three and nine months ended September 30, 2020.fiscal year 2022.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with the Interim Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”). The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 20202021 (the “2020“2021 Annual Report”), which discusses our business and related risks in greater detail, as well as subsequent reports we may file from time to time on Form 10-K, Form 10-Q and 8-K, for additional information. The section entitled “Risk Factors” filed within our 20202021 Annual Report describes some of the important risk factors that may affect our business, financial condition, results of operations and/or liquidity. You should carefully consider those risks, in addition to the other information in this Quarterly Report and in our other filings with the SEC, before deciding to purchase, hold or sell our common stock.
Special Note About Forward-Looking Statements
This Quarterly Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “might,” “will,” “should,” “could,” “seeks,” “approximately,” “goals,” “future,” “projects,” “predicts,” “guidance,” “target,” “intends,” “plans,” “estimates,” “anticipates”, the negative version of these words or other comparable words. Forward-looking statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the benefits resulting from the Spin-Off, the effects of competition and the effects of future legislation or regulations and other non-historical statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. The developments with respect to the spread of COVID-19 and its impacts have occurred rapidly, and because of the unprecedented nature of the pandemic, we are unable to predict the extent and duration of the adverse financial impact of COVID-19 on our business, financial condition and results of operations.
The risk factors discussed in this Quarterly Report and the 20202021 Annual Report under the heading “Risk Factors,” could cause our results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:
•uncertainties related to the lingering effect of the COVID-19 outbreak;pandemic;
•uncertainties regarding the implementation ofdifficulty complying with state and federal vaccination mandates, which widely vary, and the potential affects uponeffects of such vaccine mandates on our workforce andbusiness, including our ability to retain and hire staff and maintain staffing, retain work;residents of our senior living communities;
•additional regulations relatinguncertainties related to the end of the COVID-19 imposedpublic health emergency declared by statefederal and federalstate authorities, and payors;the expiration of certain waivers granted during that emergency;
•federal and state changes to, or delays receiving, reimbursement and other aspects of Medicaid and Medicare;
•changes in the regulation ofregulations affecting the healthcare servicesindustry;
•proposed changes to payment models and reimbursement amounts within the Medicare and Medicaid fee schedules for future calendar years;
•potential additional regulation affecting the ownership and staffing of businesses in our industry;
•increases in the federal income tax rate;
•increased competition and increased cost of acquisition or retention for, or a shortage of, skilled personnel;
•government reviews, audits and investigations of our business;
•changes in federal and state employment related laws;
•compliance with state and federal employment, immigration, licensing and other laws;
•competition from other healthcare providers;
•actions of national labor unions;
•the leases of our affiliated senior living communities;
•inability to complete future community or business acquisitions and failure to successfully integrate acquired communities and businesses into our operations;
•general economic conditions;conditions, including inflation and increasing interest rates, which raise the costs of goods and borrowing capital;
•security breaches and other cyber security incidents;
•the performance of the financial and credit markets;
•uncertainties related to our ability to realize the anticipated benefits of the Spin-Off; and,
•uncertainties related to our ability to obtain financing or the terms of such financing.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements in this Quarterly Report. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by applicable securities laws.
Overview
We are a leading provider of high-quality healthcare services to patients of all ages, including the growing senior population, in the United States. We strive to be the provider of choice in the communities we serve through our innovative operating model. We operate in multiple lines of businesses including home health, hospice and senior living services across Arizona, California, Colorado, Idaho, Iowa, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. As of SeptemberJune 30, 2021,2022, our home health and hospice business provided home health, hospice and home care services from 8889 agencies operating across these 14 states, and our senior living business operated 5448 senior living communities throughout sevensix states.
The following table summarizes our affiliated home health and hospice agencies and senior living communities as of:
| | | December 31, | | September 30, | | December 31, | | June 30, |
| | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 |
Home health and hospice agencies | Home health and hospice agencies | 16 | | | 25 | | | 32 | | | 39 | | | 46 | | | 54 | | | 63 | | | 76 | | | 88 | | Home health and hospice agencies | 25 | | | 32 | | | 39 | | | 46 | | | 54 | | | 63 | | | 76 | | | 88 | | | 89 | |
Senior living communities | Senior living communities | 12 | | | 15 | | | 36 | | | 36 | | | 43 | | | 50 | | | 52 | | | 54 | | | 54 | | Senior living communities | 15 | | | 36 | | | 36 | | | 43 | | | 50 | | | 52 | | | 54 | | | 54 | | | 48 | |
Senior living units | Senior living units | 1,256 | | | 1,587 | | | 3,184 | | | 3,184 | | | 3,434 | | | 3,820 | | | 3,963 | | | 4,127 | | | 4,127 | | Senior living units | 1,587 | | | 3,184 | | | 3,184 | | | 3,434 | | | 3,820 | | | 3,963 | | | 4,127 | | | 4,127 | | | 3,400 | |
Total number of home health, hospice, and senior living operations | Total number of home health, hospice, and senior living operations | 28 | | | 40 | | | 68 | | | 75 | | | 89 | | | 104 | | | 115 | | | 130 | | | 142 | | Total number of home health, hospice, and senior living operations | 40 | | | 68 | | | 75 | | | 89 | | | 104 | | | 115 | | | 130 | | | 142 | | | 137 | |
COVID-19
We have been, and we expect to continue to be, impacted by several factors related to the viral disease known as COVID-19 (“COVID-19”) that may cause actual results to differ from our historical results or current expectations. Due to the COVID-19 pandemic, the results presented in this report are not necessarily indicative of future operating results. The situation surrounding COVID-19 remains fluid. We are actively managing our response in collaboration with government officials, team members and business partners, and we are assessing potential impacts to our financial position and operating results, as well as adverse developments in our business.
Home Health and Hospice
During the thirdsecond quarter of 2022, the labor challenges experienced throughout the past year were exacerbatedcontinued with some moderation. For the second quarter of 2022, hospice average discharged length of stay was impacted slightly as COVID-19 cases rose sharply, leading to further wage pressure, increased overtime and greater usea result of agency and registry staffing. Home health admissions during the quarter were impacted asa shift of patient referrals from more and more staff entered the quarantine protocol and byacute settings, resulting in a significantmodest decline in elective procedures, particularlyhospice average length of stay despite an incremental improvement in a few key markets and states that re-imposed temporary halts on such procedures.hospice admissions.
Senior Living
COVID-19 continues to impact all aspects of our senior living business and geographies, including impacts on our residents, team members, vendors and business partners. For much of the third quarter of 2021, we saw a continuation of increased occupancy that began in the second quarter, although our occupancy began to decline in September andWhile our overall senior living occupancy has decreased since the onset of the COVID-19 pandemic due to a greater number of move outs net of move ins.ins, during the second quarter of 2022 we
experienced modest improvement in occupancy. We cannot be sure if or when the occupancy levels in our senior living communities will improve over multiple measurement periods or return to pre-pandemic levels.
Labor
We have experienced and expect to continue to see increased labor costs duewages rates in response to increased overtime and premium paystaffing shortages as is occurring throughout the nation and the increased need for temporary labor to supplement our existing staffing.healthcare industry, in particular. We are monitoring the ongoing impact of COVID-19 on labor costs due to increased overtime, premium pay, and temporary labor to supplement existing staffing as well as the impact of our COVID-19 response actions on our revenue and expenses, including labor acquisition, retention, and turnover costs that may be imposed by existing and anticipated state and federal vaccination mandates imposed for skilled workers in home health agencies, senior
living communities and other health care service providers. However, the extent to which COVID-19 will continue to impact our operations will depend on future developments, which remain uncertain and cannot be predicted with confidence, including the pace of spread and impact of the B.1.617.2predominant variant in the US, Omicron BA.5 (this is currently causing an estimated 78% of COVID-19 (the “Delta variant”)cases), other Omicron Variants and strains, the Delta variant, other potential existing or future variant strains, and the actions taken to contain COVID-19 or treat its impact, among others. Fortunately the Omicron strain and related variants, including BA.5, are proving to be a more mild version of the virus causing lower hospitalizations and severe disease than previous strains.
Recent Activities
Acquisitions.During the ninesix months ended SeptemberJune 30, 2021,2022, we expanded our operations with the addition of fiveone home health four hospice and two home care agencies.agency. We entered into a separate operationsoperation transfer agreement with each respectivethe prior operator as a part of eachthe transaction. The aggregate purchase price for thesethe acquisitions was $14.1$0.8 million. For further discussionSubsequent to June 30, 2022, the Company entered into a long-term lease and operation service agreement to operate a senior living community in Boise Idaho. The addition of our acquisitions, see Note 7, Acquisitions,inthis operation added a total of 100 operational senior living units to be operated by one of the Notes to the Interim Financial Statements.Company’s independent operating subsidiaries.
Trends
Since the pandemic began and untilthroughout the first quarter of 2021 fiscal year, we experienced a steady decline in senior living occupancy as move-ins declined relative to move-outs due to the pandemic. Beginning inWe have experienced modest senior living occupancy improvement through the second quarter, partly as a result of 2021,improving COVID-19 case trends and continuing into the third quarter, we have experienced a slight increase in ourrenewed consideration of senior living occupancy.communities as a home based care setting. We cannot be sure when the occupancy levels in our senior living communities will return to pre-pandemic levels. As uncertainty regarding the COVID-19 pandemic persists, if there is a resurgence in cases, or if variant strains aggressively emerge, we could see a more prolonged recovery.
When we acquire turnaround or start-up operations, we expect that our combined metrics may be impacted. We expect these metrics to vary from period to period based upon the maturity of the operations within our portfolio. We have generally experienced lower occupancy rates and higher costs at our senior living communities and lower census and higher costs at our home health and hospice agencies for recently acquired operations; as a result, we generally anticipate lower and/or fluctuating consolidated and segment margins during years of acquisition growth. We established one start-up hospice agency in Washington during the three months ended September 30, 2021.
Government Regulation
We have disclosed under the heading “Government Regulation” in the 20202021 Annual Report a summary of regulations that we believe materially affect our business, financial condition or results of operations. Since the time of the filing of the 20202021 Annual Report, the following regulations have been updated.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 in the United States and subsequent regulatory actions. The CARES Act contained provisions for accelerated or advance Medicare payments (“AAP”) to provide supporting cash flow to providers and suppliers combating the effects of the COVID-19 pandemic. We applied for and received $28.0 million in the prior year.2020. These funds arewere subject to automatic recoupment through offsets to new claims beginning one year after payment were issued. In April, 2021, CMS began to automatically recoup 25% of Medicare payments, which will continuecontinued for 11 months. At the end of the 11 months, assuming full repayment has not occurred, recoupment will increase to 50% for another six months. Any balance outstanding after these two recoupment periods will bewas subject to repayment at a 4% interest rate. We anticipate completing repaymentCMS has recouped all of the $28.0 million of the AAP withinreceived by the allotted recoupment periods.Company as of June 30, 2022; no further balance remains payable by the Company.
The CARES Act temporarily suspended the 2% sequestration payment adjustment on Medicare fee-for-service payment beginning May 1, 2020 until December 31, 2020. The suspension was initially extended to go through March 31, 2021, and in April 2021 was extended through December 31, 2021. We recognized $0.9 million and $2.7 million in revenue related to the suspension of sequestration for the three and nine months ended September 30, 2021, respectively, and $1.1 million and $1.7 million for the three and nine months ended September 30, 2020, respectively, exclusive of our start-up operations. Further, the CARES Act payroll tax deferral program allowed employers to defer the deposit and payment of the employer’s portion of social security taxes that otherwise would be due between March 27, 2020, and December 31, 2020. The CARES Act
permits employers to deposit half of these deferred payments by the end of 2021 and the other half by the end of 2022. WeThe Company deferred approximately $7.8 million of the employer-paid portion of social security taxes, of which $3.9$4.1 million remains unpaid as of June 30, 2022 and is included in other long-termcurrent liabilities and the current portion of $3.9 million in accrued wages and related liabilities.
The American Rescue Plan Act of 2021 (the “ARP Act”) was enactedAs described in our most recent Annual Report on March 11, 2021 inForm 10-K, Item 1A, Risks Related to COVID-19, CMS issued, and the United States. The ARP Act was designed to assist the country with the effects of the COVID-19 pandemic and included a number of tax components. The ARP Act’s primary tax impact on us is a new revenue raising provision that requires us to include the next five highest paid employees to the list of covered officers already subject to the IRC Section 162(m) wage limitation beginning
in the 2027 tax year. We will continue to assess the effect of the ARP Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued.
During the third quarter of 2021, President Biden directed the Department of Labor, Occupational Safety and Health Administration (“OSHA”) to implement aStates Supreme Court upheld, an interim final rule requiring employers with more than 100 employees to require its employeesworkers of Medicare- or Medicaid-reimbursed operations to be fully vaccinated or subject to an appropriate exemption. The application of this interim final rule has been extended to all 50 states after litigation before various courts, including the United States Supreme Court. The deadline for compliance with this mandate ranged from February 28, 2022 to March 21, 2022, based on the state of operation. In addition, several states in which our independent operating subsidiaries are located issued their own vaccine requirements, most notably California, Colorado, Oregon, and Washington. In some of the states where our independent operating subsidiaries are located, state requirements for vaccination of healthcare workers have been updated to address the availability and necessity of vaccine boosters after receiving an initial one- or two-injection course of vaccination. Still other states, such as Texas, have prohibited COVID-19 vaccines from being required as a matter of state law, although the interim final rule requires employees of Medicare-participating health care facilities to receive the COVID-19 vaccination. Compliance with the relevant federal and state vaccine mandates or submitlaws is challenging, due to weeklyboth legal challenges and differing requirements.
As of June 30, 2022, our independent operating subsidiaries are substantially in compliance with these mandates. While the mandates have contributed to industry-wide staffing shortages and increased competition for qualified employees, increasing our employee costs, those impacts have been felt across the health care industry and are not unique to our operations. The various federal and state mandates have also created ongoing testing, tracking and other administrative obligations and expenses, which may persist as long as the mandates are in place.
On July 27, 2022, CMS issued the 2023 Hospice Payment Rate Update final rule (“Hospice Payment Final Rule”). The Final Rule provides that a hospice’s wage index (one component of its payment rate) will not be reduced more than 5.0% year-over-year. In other words, a hospice’s wage index each fiscal year will be no less than 95.0% of its prior fiscal year wage index. This will help protect hospices against large annual wage-based reimbursement decreases. This change is permanent and will not automatically expire or require renewal. Subject to this wage index change, the Hospice Payment Final Rule adopts a 3.8% increase in payments made for hospice services, including the cap amount, which the rule increases from $31,297.61 to $32,486.92. The Hospice Payment Final Rule also outlines reductions in payment ranging from two percent (2.0%) to four percent (4.0%), beginning in 2024, for hospices that fail to meet quality reporting requirements.
On June 17, 2022, the CMS issued the 2023 Home Health Prospective Payment System Rate Update proposed rule. The proposed rule would apply a permanent decrease of 7.7% to the home health 30-day period standard payment rate for assumed behavior changes resulting from implementation of the Patient Driven Grouping Model (“PDGM”), except for low utilization payment adjustments (“LUPAs”). Additionally, CMS proposes a temporary adjustment of payments to recover as soon as 2024 $2.0 billion in overpayments made in the PDGM program. Aside from these adjustments, CMS proposes a 2.9% basket increase for the virus.home health payment update in calendar year 2023. Under the proposed rule, CMS would also recalibrate case-mix weights and low utilization payment adjustment thresholds using 2021 data. Additionally, the proposed rule would apply a permanent 5.0% cap on decreases in the wage index, meaning a facility’s wage index for any future year would not be less than 95.0% of the final wage index for the preceding year. For home health agencies that do not report required quality reporting data to CMS, their increase in payment would only be 0.9%, rather than the full 2.9% contemplated in the proposed rule. Overall, the proposed rule estimates that Medicare payments to all home health agencies would decrease in the aggregate by 4.2%, or $810 million, based on its contents. This OSHA regulation has not yet been announced andproposed rule may change, even significantly, prior to adoption as a final rule. The final rule for the 2023 Home Health Prospective Payment System Rate Update is expected in the third or fourth quarter of 2021. Similarly, during the third quarter the Department of Health2022 and Human Services, Centers for Medicare and Medicaid Services (“CMS”) announced that it would be issuing a rule requiring workers at home health agencies, and potentially other health care provider services, to be fully vaccinated for COVID-19 without an option for testing in lieu of vaccination. This CMS regulation also has not yet been announced and is expected in the fourth quarter of 2021.effective beginning January 1, 2023.
Segments
We have two reportable segments: (1) home health and hospice services, which includes our home health, home care and hospice businesses; and (2) senior living services, which includes the operation of assisted living, independent living and memory care communities. Our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reviews financial information at the operating segment level. We also report an “all other” category that includes general and administrative expense from our Service Center.
Key Performance Indicators
We manage the fiscal aspects of our business by monitoring key performance indicators that affect our financial performance. These indicators and their definitions include the following:
Home Health and Hospice Services
•Total home health admissions. The total admissions of home health patients, including new acquisitions, new admissions and readmissions.
•Total Medicare home health admissions. Total admissions of home health patients, who are receiving care under Medicare reimbursement programs, including new acquisitions, new admissions and readmissions.
•Average Medicare revenue per completed 60-day home health episode. The average amount of revenue for each completed 60-day home health episode generated from patients who are receiving care under Medicare reimbursement programs.
•Total hospice admissions. Total admissions of hospice patients, including new acquisitions, new admissions and recertifications.
•Average hospice daily census. The average number of patients who are receiving hospice care during any measurement period divided by the number of days during such measurement period.
•Hospice Medicare revenue per day. The average daily Medicare revenue recorded during any measurement period for services provided to hospice patients.
The following table summarizes our overall home health and hospice statistics for the periods indicated:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Home health services: | Home health services: | | | | | | | | Home health services: | | | | | | | |
Total home health admissions | Total home health admissions | 9,213 | | | 6,771 | | | 28,079 | | | 18,166 | | Total home health admissions | 10,055 | | | 10,069 | | | 20,237 | | | 19,166 | |
Total Medicare home health admissions | Total Medicare home health admissions | 4,211 | | | 3,418 | | | 13,115 | | | 8,686 | | Total Medicare home health admissions | 4,682 | | | 4,406 | | | 9,315 | | | 8,904 | |
Average Medicare revenue per 60-day completed episode(a) | Average Medicare revenue per 60-day completed episode(a) | $ | 3,404 | | | $ | 3,448 | | | $ | 3,382 | | | $ | 3,311 | | Average Medicare revenue per 60-day completed episode(a) | $ | 3,629 | | | $ | 3,390 | | | $ | 3,561 | | | $ | 3,394 | |
Hospice services: | Hospice services: | | Hospice services: | |
Total hospice admissions | Total hospice admissions | 2,219 | | | 2,133 | | | 6,420�� | | | 5,763 | | Total hospice admissions | 2,119 | | | 2,047 | | | 4,528 | | | 4,201 | |
Average hospice daily census | Average hospice daily census | 2,337 | | | 2,177 | | | 2,313 | | | 1,934 | | Average hospice daily census | 2,285 | | | 2,296 | | | 2,259 | | | 2,301 | |
Hospice Medicare revenue per day | Hospice Medicare revenue per day | $ | 174 | | | $ | 164 | | | $ | 173 | | | $ | 164 | | Hospice Medicare revenue per day | $ | 176 | | | $ | 171 | | | $ | 177 | | | $ | 172 | |
| | | | | | | | |
(a) | | The year to date average Medicare revenue per 60-day completed episode includes post period claim adjustments for prior quarters. |
Senior Living Services
•Occupancy. The ratio of actual number of days our units are occupied during any measurement period to the number of units available for occupancy during such measurement period.
•Average monthly revenue per occupied unit. The room and board revenue for senior living services during any measurement period divided by actual occupied senior living units for such measurement period divided by the number of months for such measurement period.
The following table summarizes our senior living statistics for the periods indicated:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Occupancy | Occupancy | 73.7 | % | | 76.8 | % | | 72.8 | % | | 78.5 | % | Occupancy | 76.5 | % | | 72.7 | % | | 74.4 | % | | 72.4 | % |
Average monthly revenue per occupied unit | Average monthly revenue per occupied unit | $ | 3,174 | | | $ | 3,173 | | | $ | 3,179 | | | $ | 3,195 | | Average monthly revenue per occupied unit | $ | 3,470 | | | $ | 3,176 | | | $ | 3,418 | | | $ | 3,181 | |
Revenue Sources
Home Health and Hospice Services
Home Health. We derive the majority of our home health revenue from Medicare and managed care. The Medicare payment is adjusted for differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. For Medicare episodes that began prior to January 1, 2020, home health agencies were reimbursedNet service revenue is recognized in accordance with the under the Medicare HH PPS, while Medicare periods of care that began on or after that date are reimbursed under the Patient-Driven Groupings Model (“PDGM”)PDGM methodology. Under PDGM, Medicare provides agencies with payments for each 30-day period of care provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day period of care is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day period of care; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments. For further detail regarding PDGM see the Government Regulation section of our 20202021 Annual Report.
Hospice. We derive the majority of our hospice business revenue from Medicare reimbursement. The estimated payment rates are calculated as daily rates for each of the levels of care we deliver. Rates are set based on specific levels of care, are adjusted by a wage index to reflect healthcare labor costs across the country and are established annually through federal legislation. The following are the four levels of care provided under the hospice benefit:
•Routine Home Care (“RHC”). Care that is not classified under any of the other levels of care, such as the work of nurses, social workers or home health aides.
•General Inpatient Care. Pain control or acute or chronic symptom management that cannot be managed in a setting other than an inpatient Medicare-certified facility, such as a hospital, skilled nursing facility or hospice inpatient facility.
•Continuous Home Care. Care for patients experiencing a medical crisis that requires nursing services to achieve palliation and symptom control, if the agency provides a minimum of eight hours of care within a 24-hour period.
•Inpatient Respite Care. Short-term, inpatient care to give temporary relief to the caregiver who regularly provides care to the patient.
CMS has established a two-tiered payment system for RHC. Hospices are reimbursed at a higher rate for RHC services provided from days of service one through 60 and a lower rate for all subsequent days of service. CMS also provides for a Service Intensity Add-On, which increases payments for certain RHC services provided by registered nurses and social workers to hospice patients during the final seven days of life.
Medicare reimbursement is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimate amounts due back to Medicare to the extent that the cap has been exceeded.
Senior Living Services. As of SeptemberJune 30, 2021,2022, we provided assisted living, independent living and memory care services in 5448 communities. Within our senior living operations, we generate revenue primarily from private pay sources, with a portion earned from Medicaid or other state-specific programs.
Primary Components of Expense
Cost of Services (excluding rent, general and administrative expense and depreciation and amortization). Our cost of services represents the costs of operating our independent operating subsidiaries, which primarily consists of payroll and related benefits, supplies, purchased services, and ancillary expenses such as the cost of pharmacy and therapy services
provided to patients. Cost of services also includes the cost of general and professional liability insurance and other general cost of services specifically attributable to our operations.
Rent—Cost of Services. Rent—cost of services consists solely of base minimum rent amounts payable under lease agreements to our landlords. Our subsidiaries lease and operate but do not own the underlying real estate at our operations, and these amounts do not include taxes, insurance, impounds, capital reserves or other charges payable under the applicable lease agreements.
General and Administrative Expense. General and administrative expense consists primarily of payroll and related benefits and travel expenses for our Service Center personnel, including training and other operational support. General and administrative expense also includes professional fees (including accounting and legal fees), costs relating to information systems, stock-based compensation and rent for our Service Center offices.
Depreciation and Amortization. Property and equipment are recorded at their original historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to 15 years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on Interim Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the Interim Financial Statements and related disclosures requires us to make judgments, estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis we review our judgments and estimates, including but not limited to those related to revenue, cost allocations, leases, intangible assets, goodwill, and income taxes. We base our estimates and judgments upon our historical experience, knowledge of current conditions and our belief of what could occur in the future considering available information, including assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty, and actual results could differ materially from the amounts reported. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to Note 2, Basis of Presentation and Summary of Significant Accounting Policies, within the 20202021 Annual Report for further information on our critical accounting estimates and policies, which are as follows:
•Self-insurance reserves - The valuation methods and assumptions used in estimating costs up to retention amounts to settle open claims of insureds and an estimate of the cost of insured claims up to retention amounts that have been incurred but not reported;
•Revenue recognition - The estimate of variable considerations to arrive at the transaction price, including methods and assumptions used to determine settlements with Medicare and Medicaid payors or retroactive adjustments due to audits and reviews;
•Leases - We use our estimated incremental borrowing rate based on the information available at lease commencement date in determining the present value of future lease payments;
•Acquisition accounting - The assumptions used to allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions; and
•Income taxes - The estimation of valuation allowance or the need for and magnitude of liabilities for uncertain tax position.
Recent Accounting Pronouncements
Information concerning recently issued accounting pronouncements are included in Note 2, Basis of Presentation and Summary of Significant Accounting Policies in the Interim Financial Statements.
Results of Operations
The following table sets forth details of our revenue, expenses and earnings as a percentage of total revenue for the periods indicated:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 | |
| Total revenue | Total revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | Total revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | |
Expense: | Expense: | | | Expense: | | |
Cost of services | Cost of services | 80.1 | | | 76.7 | | | 79.3 | | | 75.6 | | | Cost of services | 79.7 | | | 78.5 | | | 79.5 | | | 78.8 | | |
Rent—cost of services | Rent—cost of services | 9.2 | | | 9.9 | | | 9.3 | | | 10.3 | | | Rent—cost of services | 7.8 | | | 9.2 | | | 8.3 | | | 9.3 | | |
General and administrative expense | General and administrative expense | 8.1 | | | 7.6 | | | 8.2 | | | 7.7 | | | General and administrative expense | 8.4 | | | 8.0 | | | 8.6 | | | 8.4 | | |
Depreciation and amortization | Depreciation and amortization | 1.1 | | | 1.2 | | | 1.1 | | | 1.2 | | | Depreciation and amortization | 1.1 | | | 1.1 | | | 1.1 | | | 1.1 | | |
Loss on asset dispositions and impairment, net | | Loss on asset dispositions and impairment, net | 5.7 | | | — | | | 2.9 | | | — | | |
Total expenses | Total expenses | 98.5 | | | 95.4 | | | 97.9 | | | 94.8 | | | Total expenses | 102.7 | | | 96.8 | | | 100.4 | | | 97.6 | | |
Income from operations | 1.5 | | | 4.6 | | | 2.1 | | | 5.2 | | | |
(Loss) income from operations | | (Loss) income from operations | (2.7) | | | 3.2 | | | (0.4) | | | 2.4 | | |
Other income (expense): | Other income (expense): | | | Other income (expense): | | |
Other income | Other income | — | | | 0.2 | | | — | | | 0.1 | | | Other income | — | | | — | | | — | | | — | | |
Interest expense, net | Interest expense, net | (0.4) | | | (0.2) | | | (0.4) | | | (0.3) | | | Interest expense, net | (0.7) | | | (0.4) | | | (0.6) | | | (0.4) | | |
Other expense, net | Other expense, net | (0.4) | | | — | | | (0.4) | | | (0.2) | | | Other expense, net | (0.7) | | | (0.4) | | | (0.6) | | | (0.4) | | |
Income before provision for income taxes | 1.1 | | | 4.6 | | | 1.7 | | | 5.0 | | | |
(Loss) income before provision for income taxes | | (Loss) income before provision for income taxes | (3.4) | | | 2.8 | | | (1.0) | | | 2.0 | | |
Provision for income taxes | Provision for income taxes | 0.1 | | | 0.1 | | | 0.3 | | | 0.9 | | | Provision for income taxes | (1.2) | | | 0.6 | | | (0.4) | | | 0.4 | | |
Net income | 1.0 | | | 4.5 | | | 1.4 | | | 4.1 | | | |
Less: net loss attributable to noncontrolling interest | (0.1) | | | — | | | (0.1) | | | — | | | |
Net income attributable to Pennant | 1.1 | % | | 4.5 | % | | 1.5 | % | | 4.1 | % | | |
Net (loss) income | | Net (loss) income | (2.2) | | | 2.2 | | | (0.6) | | | 1.6 | | |
Less: net (loss) income attributable to noncontrolling interest | | Less: net (loss) income attributable to noncontrolling interest | 0.1 | | | (0.2) | | | 0.1 | | | (0.1) | | |
Net (loss) income attributable to Pennant | | Net (loss) income attributable to Pennant | (2.3) | % | | 2.4 | % | | (0.7) | % | | 1.7 | % | |
The following table presents our consolidated GAAP Financial measures for the three and six months ended June 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 | | | | |
| (In thousands) |
Consolidated GAAP Financial Measures: | | | | | | | | | | | |
Total revenue | $ | 116,316 | | | $ | 110,345 | | | $ | 230,226 | | | $ | 216,008 | | | | | |
Total expenses | $ | 119,431 | | | $ | 106,776 | | | $ | 231,015 | | | $ | 210,826 | | | | | |
(Loss) income from operations | $ | (3,115) | | | $ | 3,569 | | | $ | (789) | | | $ | 5,182 | | | | | |
The following table presentstables present certain financial information regarding our consolidated GAAP Financial measures forreportable segments. General and administrative expenses are not allocated to the threereportable segments and nine months ended September 30, 2021 and 2020:are included in “All Other”:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2021 | | 2020 | | 2021 | | 2020 | | | | |
| (In thousands) |
Consolidated GAAP Financial Measures: | | | | | | | | | | | |
Total revenue | $ | 111,921 | | | $ | 98,397 | | | $ | 327,929 | | | $ | 282,986 | | | | | |
Total expenses | $ | 110,219 | | | $ | 93,919 | | | $ | 321,045 | | | $ | 268,161 | | | | | |
Income from operations | $ | 1,702 | | | $ | 4,478 | | | $ | 6,884 | | | $ | 14,825 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total |
| | (In thousands) |
Segment GAAP Financial Measures: | | | | | | | | |
Three Months Ended June 30, 2022 | | | | | | | | |
Revenue | | $ | 85,344 | | | $ | 30,972 | | | $ | — | | | $ | 116,316 | |
Segment Adjusted EBITDAR from Operations | | $ | 15,728 | | | $ | 8,771 | | | $ | (7,870) | | | $ | 16,629 | |
Three Months Ended June 30, 2021 | | | | | | | | |
Revenue | | $ | 78,105 | | | $ | 32,240 | | | $ | — | | | $ | 110,345 | |
Segment Adjusted EBITDAR from Operations | | $ | 14,931 | | | $ | 9,752 | | | $ | (6,068) | | | $ | 18,615 | |
The following tables present certain financial information regarding our reportable segments. General and administrative expenses are not allocated to the reportable segments and are included in “All Other”:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total |
| | (In thousands) |
Segment GAAP Financial Measures: | | | | | | | | |
Three Months Ended September 30, 2021 | | | | | | | | |
Revenue | | $ | 79,003 | | | $ | 32,918 | | | $ | — | | | $ | 111,921 | |
Segment Adjusted EBITDAR from Operations | | $ | 14,409 | | | $ | 9,106 | | | $ | (6,783) | | | $ | 16,732 | |
Three Months Ended September 30, 2020 | | | | | | | | |
Revenue | | $ | 64,379 | | | $ | 34,018 | | | $ | — | | | $ | 98,397 | |
Segment Adjusted EBITDAR from Operations | | $ | 13,530 | | | $ | 11,684 | | | $ | (6,857) | | | $ | 18,357 | |
| | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total | | Home Health and Hospice Services | | Senior Living Services | | All Other | | Total |
| | (In thousands) | | (In thousands) |
Segment GAAP Financial Measures: | Segment GAAP Financial Measures: | | Segment GAAP Financial Measures: | |
Nine Months Ended September 30, 2021 | | |
Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2022 | |
Revenue | Revenue | | $ | 231,715 | | | $ | 96,214 | | | $ | — | | | $ | 327,929 | | Revenue | | $ | 165,819 | | | $ | 64,407 | | | $ | — | | | $ | 230,226 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 43,131 | | | $ | 27,692 | | | $ | (19,249) | | | $ | 51,574 | | Segment Adjusted EBITDAR from Operations | | $ | 29,676 | | | $ | 18,203 | | | $ | (16,016) | | | $ | 31,863 | |
Nine Months Ended September 30, 2020 | | |
Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2021 | |
Revenue | Revenue | | $ | 179,125 | | | $ | 103,861 | | | $ | — | | | $ | 282,986 | | Revenue | | $ | 152,712 | | | $ | 63,296 | | | $ | — | | | $ | 216,008 | |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | | $ | 34,681 | | | $ | 37,673 | | | $ | (15,638) | | | $ | 56,716 | | Segment Adjusted EBITDAR from Operations | | $ | 28,722 | | | $ | 18,586 | | | $ | (12,466) | | | $ | 34,842 | |
|
The table below provides a reconciliation of Segment Adjusted EBITDAR from Operations to Condensed Consolidated Income from operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (In thousands) |
Segment Adjusted EBITDAR from Operations(a) | $ | 16,629 | | | $ | 18,615 | | | $ | 31,863 | | | $ | 34,842 | |
Less: Depreciation and amortization | 1,279 | | | 1,170 | | | 2,426 | | | 2,345 | |
Rent—cost of services | 9,078 | | | 10,156 | | | 19,129 | | | 20,121 | |
Other Expense | (35) | | | (24) | | | (32) | | | (24) | |
Adjustments to Segment EBITDAR from Operations: | | | | | | | |
Less: Costs at start-up operations(b) | 377 | | | 347 | | | 508 | | | 459 | |
Share-based compensation expense(c) | 2,380 | | | 2,499 | | | 4,820 | | | 4,915 | |
Acquisition related costs(d) | 14 | | | 30 | | | 14 | | | 37 | |
| | | | | | | |
Transition services costs(e) | 40 | | | 687 | | | 77 | | | 1,589 | |
| | | | | | | |
Loss related to senior living operations transferred to Ensign(f) | 6,691 | | | — | | | 5,934 | | | — | |
Add: Net income (loss) attributable to noncontrolling interest | 80 | | | (181) | | | 224 | | | (218) | |
Condensed Consolidated (Loss) Income from Operations | $ | (3,115) | | | $ | 3,569 | | | $ | (789) | | | $ | 5,182 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (In thousands) |
Segment Adjusted EBITDAR from Operations(a) | $ | 16,732 | | | $ | 18,357 | | | $ | 51,574 | | | $ | 56,716 | |
Less: Depreciation and amortization | 1,200 | | | 1,212 | | | 3,545 | | | 3,434 | |
Rent—cost of services | 10,334 | | | 9,721 | | | 30,455 | | | 29,194 | |
Other Expense | — | | | 225 | | | (24) | | | 225 | |
Adjustments to Segment EBITDAR from Operations: | | | | | | | |
Less: Costs at start-up operations(b) | 532 | | | 717 | | | 991 | | | 1,422 | |
Share-based compensation expense(c) | 2,568 | | | 2,102 | | | 7,483 | | | 6,017 | |
Acquisition related costs(d) | 36 | | | — | | | 73 | | | — | |
| | | | | | | |
Transition services costs(e) | 236 | | | 209 | | | 1,825 | | | 746 | |
Net COVID-19 related costs(f) | — | | | (307) | | | — | | | 853 | |
Add: Net loss attributable to noncontrolling interest | (124) | | | — | | | (342) | | | — | |
Condensed Consolidated Income from Operations | $ | 1,702 | | | $ | 4,478 | | | $ | 6,884 | | | $ | 14,825 | |
| | | | | | | | |
(a) | | Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs, (4) redundant and nonrecurring costs associated with the Transition Services Agreement, (5) the loss related to senior living operations transferred to Ensign, and (5)(6) net lossincome (loss) attributable to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other”, accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited. |
(b) | | Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations. |
(c) | | Share-based compensation expense incurred which is included in cost of services and general and administrative expense. |
(d) | | Acquisition related costs related to business combinations during the periods. |
(e) | | A portionCosts identified as redundant or nonrecurring incurred by the Company as a result of the Spin-off. The 2021 amounts represents part of the costs incurred under the Transition Services Agreement identified as redundant or nonrecurring thatAgreement. All amounts are included in general and administrative expense. Fees incurred under the Transition Services Agreement net of the Company’s payroll reimbursement, were $706$458 and $2,441$1,101 for the three and ninesix months ended SeptemberJune 30, 2021,2022, and $1,502$747 and $4,583$1,735 for the three and ninesix months ended SeptemberJune 30, 2020, respectively. During the fourth quarter of fiscal 2020, we updated our Transition service costs adjustment to include duplicate software costs. The prior year transition service costs adjustment has been recast to reflect the change. The adjustment to the prior year transition service costs was $113 and $333 for the duplicative software costs for the three and nine months ended September 30, 2020 that were included in the 2020 full year amount in the Company’s as filed Form 10-K.2021. |
(f) | | BeginningOn January 27, 2022, affiliates of the Company, entered into certain operations transfer agreements (collectively, the “Transfer Agreements”) with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the first quartertransfer of fiscal year 2021, we updated our definition of Segment Adjusted EBITDAR to no longer include an adjustment for COVID-19 expenses offset bytwo operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount of sequestration relief. COVID-19 expenses continue to be part of daily operations for which less specific identification is visible. Furthermore, the sequestration relief has been extended through December 31, 2021. Sequestration relief was $867 and $2,685includes $6,500 for the three and ninesix months ended SeptemberJune 30, 2021, respectively.
The 2020 amounts represent incremental costs incurred as part2022 to cover post-closing capital expenditures and operating losses related to one of the Company's response to COVID-19 including direct medical supplies, labor,communities transferred on April 1, 2022. The amount above also includes $191 and other expenses, net of $1,121 and $1,675 in increased revenue related to the 2% payment increase in Medicare reimbursements for sequestration relief$(566) for the three and ninesix months ended SeptemberJune 30, 2020, respectively.2022, respectively, for the related net impact on revenue and cost of service attributable to the transferred entities. This amount excludes rent and depreciation and amortization expense related to such operations. |
Performance and Valuation Measures:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 |
| | (In thousands) | | (In thousands) |
Consolidated Non-GAAP Financial Measures: | Consolidated Non-GAAP Financial Measures: | | | Consolidated Non-GAAP Financial Measures: | |
Performance Metrics | Performance Metrics | | | Performance Metrics | |
Consolidated EBITDA | Consolidated EBITDA | $ | 3,026 | | | $ | 5,915 | | | $ | 10,747 | | | $ | 18,484 | | | Consolidated EBITDA | $ | (1,951) | | | $ | 4,896 | | | $ | 1,381 | | | $ | 7,721 | |
Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA | $ | 6,495 | | | $ | 8,684 | | | $ | 21,415 | | | $ | 27,619 | | | Consolidated Adjusted EBITDA | $ | 7,608 | | | $ | 8,624 | | | $ | 13,753 | | | $ | 14,920 | |
Valuation Metric | Valuation Metric | | | Valuation Metric | |
Consolidated Adjusted EBITDAR | Consolidated Adjusted EBITDAR | $ | 16,732 | | | $ | 51,574 | | | | Consolidated Adjusted EBITDAR | $ | 16,629 | | | $ | 31,863 | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 |
| | (In thousands) | | (In thousands) |
Segment Non-GAAP Measures:(a) | Segment Non-GAAP Measures:(a) | | | Segment Non-GAAP Measures:(a) | |
Segment Adjusted EBITDA from Operations | Segment Adjusted EBITDA from Operations | | | Segment Adjusted EBITDA from Operations | |
Home health and hospice services | Home health and hospice services | $ | 13,194 | | | $ | 12,702 | | | $ | 39,836 | | | $ | 32,158 | | | Home health and hospice services | $ | 14,534 | | | $ | 13,867 | | | $ | 27,244 | | | $ | 26,642 | |
Senior living services | Senior living services | $ | 84 | | | $ | 2,839 | | | $ | 828 | | | $ | 11,099 | | | Senior living services | $ | 944 | | | $ | 825 | | | $ | 2,525 | | | $ | 744 | |
| | | | | | | | |
(a) | | General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss. |
The tables below reconcile Consolidated Net Income (loss) to the consolidated Non-GAAP financial measures, Consolidated EBITDA and Consolidated Adjusted EBITDA, and to the Non-GAAP valuation measure, Consolidated Adjusted EBITDAR, for the periods presented:
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 | |
| | (In thousands) | | (In thousands) |
Consolidated Net income | $ | 1,121 | | | $ | 4,407 | | | $ | 4,503 | | | $ | 11,724 | | | |
Less: Net loss attributable to noncontrolling interest | (124) | | | — | | | (342) | | | — | | | |
Consolidated Net (loss) income | | Consolidated Net (loss) income | $ | (2,596) | | | $ | 2,469 | | | $ | (1,438) | | | $ | 3,382 | | |
Less: Net income (loss) attributable to noncontrolling interest | | Less: Net income (loss) attributable to noncontrolling interest | 80 | | | (181) | | | 224 | | | (218) | | |
Add: Provision for income taxes | Add: Provision for income taxes | 69 | | | 104 | | | 1,013 | | | 2,430 | | | Add: Provision for income taxes | (1,375) | | | 604 | | | (833) | | | 944 | | |
Interest expense, net | Interest expense, net | 512 | | | 192 | | | 1,344 | | | 896 | | | Interest expense, net | 821 | | | 472 | | | 1,450 | | | 832 | | |
Depreciation and amortization | Depreciation and amortization | 1,200 | | | 1,212 | | | 3,545 | | | 3,434 | | | Depreciation and amortization | 1,279 | | | 1,170 | | | 2,426 | | | 2,345 | | |
Consolidated EBITDA | Consolidated EBITDA | 3,026 | | | 5,915 | | | 10,747 | | | 18,484 | | | Consolidated EBITDA | (1,951) | | | 4,896 | | | 1,381 | | | 7,721 | | |
Adjustments to Consolidated EBITDA | Adjustments to Consolidated EBITDA | | | Adjustments to Consolidated EBITDA | | |
Add: Costs at start-up operations(a) | Add: Costs at start-up operations(a) | 532 | | | 717 | | | 991 | | | 1,422 | | | Add: Costs at start-up operations(a) | 377 | | | 347 | | | 508 | | | 459 | | |
Share-based compensation expense(b) | Share-based compensation expense(b) | 2,568 | | | 2,102 | | | 7,483 | | | 6,017 | | | Share-based compensation expense(b) | 2,380 | | | 2,499 | | | 4,820 | | | 4,915 | | |
Acquisition related costs(c) | Acquisition related costs(c) | 36 | | | — | | | 73 | | | — | | | Acquisition related costs(c) | 14 | | | 30 | | | 14 | | | 37 | | |
| Transition services costs(d) | Transition services costs(d) | 236 | | | 209 | | | 1,825 | | | 746 | | | Transition services costs(d) | 40 | | | 687 | | | 77 | | | 1,589 | | |
Net COVID-19 related costs(e) | — | | | (307) | | | — | | | 853 | | | |
Rent related to item (a) above | 97 | | | 48 | | | 296 | | | 97 | | | |
Loss related to senior living operations transferred to Ensign(e) | | Loss related to senior living operations transferred to Ensign(e) | 6,691 | | | — | | | 5,934 | | | — | | |
Rent related to items (a) and (e) above | | Rent related to items (a) and (e) above | 57 | | | 165 | | | 1,019 | | | 199 | | |
Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA | 6,495 | | | 8,684 | | | 21,415 | | | 27,619 | | | Consolidated Adjusted EBITDA | 7,608 | | | 8,624 | | | 13,753 | | | 14,920 | | |
Rent—cost of services | Rent—cost of services | 10,334 | | | 9,721 | | | 30,455 | | | 29,194 | | | Rent—cost of services | 9,078 | | | 10,156 | | | 19,129 | | | 20,121 | | |
Rent related to item (a) above | (97) | | | (48) | | | (296) | | | (97) | | | |
Rent related to items (a) and (e) above | | Rent related to items (a) and (e) above | (57) | | | (165) | | | (1,019) | | | (199) | | |
Adjusted rent—cost of services | Adjusted rent—cost of services | 10,237 | | | 9,673 | | | 30,159 | | | 29,097 | | | Adjusted rent—cost of services | 9,021 | | | 9,991 | | | 18,110 | | | 19,922 | | |
Consolidated Adjusted EBITDAR | Consolidated Adjusted EBITDAR | $ | 16,732 | | | $ | 51,574 | | | | Consolidated Adjusted EBITDAR | $ | 16,629 | | | $ | 31,863 | | | |
| | | | | | | | |
(a) | | Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations. |
(b) | | Share-based compensation expense incurred which is included in cost of services and general and administrative expense. |
(c) | | Acquisition related costs related to business combinations during the periods. |
(d) | | A portionCosts identified as redundant or nonrecurring incurred by the Company as a result of the Spin-off. The 2021 amounts represents part of the costs incurred under the Transition Services Agreement identified as redundant or nonrecurring thatAgreement. All amounts are included in general and administrative expense. Fees incurred under the Transition Services Agreement net of the Company’s payroll reimbursement, were $706$458 and $2,441$1,101 for the three and ninesix months ended SeptemberJune 30, 2021,2022, and $1,502$747 and $4,583$1,735 for the three and ninesix months ended SeptemberJune 30, 2020, respectively. During the fourth quarter of fiscal 2020, we updated our Transition service costs adjustment to include duplicate software costs. The prior year transition service costs adjustment has been recast to reflect the change. The adjustment to the prior year transition service costs was $113 and $333 for the duplicative software costs for the three and nine months ended September 30, 2020 that were included in the 2020 full year amount in the Company’s as filed Form 10-K.2021. |
(e) | | BeginningOn January 27, 2022, affiliates of the Company, entered into certain operations transfer agreements (collectively, the “Transfer Agreements”) with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the first quartertransfer of fiscal year 2021, we updated our definition of Segment Adjusted EBITDAR to no longer include an adjustment for COVID-19 expenses offset bytwo operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount of sequestration relief. COVID-19 expenses continue to be part of daily operations for which less specific identification is visible. Furthermore, the sequestration relief has been extended through December 31, 2021. Sequestration relief was $867 and $2,685includes $6,500 for the three and ninesix months ended SeptemberJune 30, 2021, respectively.
The 2020 amounts represent incremental costs incurred as part2022 to cover post-closing capital expenditures and operating losses related to one of the Company's response to COVID-19 including direct medical supplies, labor,communities transferred on April 1, 2022. The amount above also includes $191 and other expenses, net of $1,121 and $1,675 in increased revenue related to the 2% payment increase in Medicare reimbursements for sequestration relief$(566) for the three and ninesix months ended SeptemberJune 30, 2020, respectively.2022, respectively, for the related net impact on revenue and cost of service attributable to the transferred entities. This amount excludes rent and depreciation and amortization expense related to such operations. |
The tables below reconcile Segment Adjusted EBITDAR from Operations to Segment Adjusted EBITDA from Operations for the periods presented:
| | | Three Months Ended September 30, | | | Three Months Ended June 30, |
| | Home Health and Hospice | | Senior Living | | | Home Health and Hospice | | Senior Living |
| | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 |
| | (In thousands) | | | (In thousands) |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | $ | 14,409 | | | $ | 13,530 | | | $ | 9,106 | | | $ | 11,684 | | | Segment Adjusted EBITDAR from Operations | $ | 15,728 | | | $ | 14,931 | | | $ | 8,771 | | | $ | 9,752 | |
Less: Rent—cost of services | Less: Rent—cost of services | 1,282 | | | 846 | | | 9,052 | | | 8,875 | | | Less: Rent—cost of services | 1,241 | | | 1,199 | | | 7,837 | | | 8,957 | |
Rent related to start-up operations | (67) | | | (18) | | | (30) | | | (30) | | | |
Rent related to start-up and transferred operations | | Rent related to start-up and transferred operations | (47) | | | (135) | | | (10) | | | (30) | |
Segment Adjusted EBITDA from Operations | Segment Adjusted EBITDA from Operations | $ | 13,194 | | | $ | 12,702 | | | $ | 84 | | | $ | 2,839 | | | Segment Adjusted EBITDA from Operations | $ | 14,534 | | | $ | 13,867 | | | $ | 944 | | | $ | 825 | |
| | | Nine Months Ended September 30, | | Six Months Ended June 30, |
| | Home Health and Hospice | | Senior Living | | Home Health and Hospice | | Senior Living |
| | 2021 | | 2020 | | | 2021 | | 2020 | | | 2022 | | 2021 | | 2022 | | 2021 |
| | (In thousands) | | (In thousands) |
Segment Adjusted EBITDAR from Operations | Segment Adjusted EBITDAR from Operations | $ | 43,131 | | | $ | 34,681 | | | | $ | 27,692 | | | $ | 37,673 | | | Segment Adjusted EBITDAR from Operations | $ | 29,676 | | | $ | 28,722 | | | $ | 18,203 | | | $ | 18,586 | |
Less: Rent—cost of services | Less: Rent—cost of services | 3,611 | | | 2,570 | | | | 26,844 | | | 26,624 | | | Less: Rent—cost of services | 2,503 | | | 2,329 | | | 16,626 | | | 17,792 | |
Rent related to start-up operations | (316) | | | (47) | | | | 20 | | | (50) | | | |
Rent related to start-up and transferred operations | | Rent related to start-up and transferred operations | (71) | | | (249) | | | (948) | | | 50 | |
Segment Adjusted EBITDA from Operations | Segment Adjusted EBITDA from Operations | $ | 39,836 | | | $ | 32,158 | | | | $ | 828 | | | $ | 11,099 | | | Segment Adjusted EBITDA from Operations | $ | 27,244 | | | $ | 26,642 | | | $ | 2,525 | | | $ | 744 | |
The following discussion includes references to certain performance and valuation measures, which are non-GAAP financial measures, including Consolidated EBITDA, Consolidated Adjusted EBITDA, Segment Adjusted EBITDA from Operations, and Consolidated Adjusted EBITDAR (collectively, “Non-GAAP Financial Measures”). Non-GAAP Financial Measures are used in addition to, and in conjunction with, results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Non-GAAP Financial Measures reflect an additional way of viewing aspects of our operations and company that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, we believe can provide a more comprehensive understanding of factors and trends affecting our business.
We believe these Non-GAAP Financial Measures are useful to investors and other external users of our financial statements regarding our results of operations because:
•they are widely used by investors and analysts in our industry as a supplemental measure to evaluate the overall performance of companies in our industry without regard to items such as interest expense, rent expense and depreciation and amortization, which can vary substantially from company to company depending on the book value of assets, the method by which assets were acquired, and differences in capital structures;
•they help investors evaluate and compare the results of our operations from period to period by removing the impact of our asset base and capital structure from our operating results; and
•Consolidated Adjusted EBITDAR is used by investors and analysts in our industry to value the companies in our industry without regard to capital structures.
We use Non-GAAP Financial Measures:
•as measurements of our operating performance to assist us in comparing our operating performance on a consistent basis from period to period;
•to allocate resources to enhance the financial performance of our business;
•to assess the value of a potential acquisition;
•to assess the value of a transformed operation’s performance;
•to evaluate the effectiveness of our operational strategies; and
•to compare our operating performance to that of our competitors.
We typically use Non-GAAP Financial Measures to compare the operating performance of each operation from period to period. We find that Non-GAAP Financial Measures are useful for this purpose because they do not include such costs as interest expense, income taxes, depreciation and amortization expense, which may vary from period-to-period depending upon various factors, including the method used to finance operations, the date of acquisition of a community or business, and the tax law of the state in which a business unit operates.
We also establish compensation programs and bonuses for our leaders that are partially based upon the achievement of Consolidated Adjusted EBITDAR targets.
Non-GAAP Financial Measures have no standardized meaning defined by GAAP. Therefore, our Non-GAAP Financial Measures have limitations as analytical tools, and they should not be considered in isolation, or as a substitute for analysis of our results as reported in accordance with GAAP. Some of these limitations are:
•they do not reflect our current or future cash requirements for capital expenditures or contractual commitments;
•they do not reflect changes in, or cash requirements for, our working capital needs;
•they do not reflect the net interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•in the case of Consolidated Adjusted EBITDAR, it does not reflect rent expenses, which are normal and recurring operating expenses that are necessary to operate our leased operations;
•they do not reflect any income tax payments we may be required to make;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and do not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate the same Non-GAAP Financial Measures differently than we do, which may limit their usefulness as comparative measures.
We compensate for these limitations by using Non-GAAP Financial Measures only to supplement net (loss) income on a basis prepared in accordance with GAAP in order to provide a more complete understanding of the factors and trends affecting our business.
We strongly encourage investors to review the Interim Financial Statements, included in this Quarterly Report in their entirety and to not rely on any single financial measure. Because these Non-GAAP Financial Measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These Non-GAAP Financial Measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. We strongly urge you to review the reconciliation of income from operations to the Non-GAAP Financial Measures in the table presented above, along with the Interim Financial Statements and related notes included elsewhere in this Quarterly Report.
We believe the following Non-GAAP Financial Measures are useful to investors as key operating performance measures and valuation measures:
Performance Measures:
Consolidated EBITDA
We believe Consolidated EBITDA is useful to investors in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of our asset base (depreciation and amortization expense) from our operating results.
We calculate Consolidated EBITDA as net (loss) income, adjusted for net income (loss) attributable to noncontrolling interest prior to the Spin-Off, before (a) interest expense (b) provision for income taxes and (c) depreciation and amortization.
Consolidated Adjusted EBITDA
We adjust Consolidated EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Consolidated Adjusted EBITDA, when considered with Consolidated EBITDA and GAAP net (loss) income is beneficial to an investor’s complete understanding of our operating performance.
We calculate Consolidated Adjusted EBITDA by adjusting Consolidated EBITDA to exclude the effects of non-core business items, which for the reported periods includes, to the extent applicable:
•costs at start-up operations;
•share-based compensation expense;
•acquisition related costs;
•Spin-Off related transaction costs;
•redundant or nonrecurring costs incurred as part of the Transition Services Agreement(as defined in Note 3, ; and
•Related Party Transactionsloss related to senior living operations and assets transferred to Ensign).
Segment Adjusted EBITDA from Operations
We calculate Segment Adjusted EBITDA from Operations by adjusting Segment Adjusted EBITDAR from Operations to include rent-cost of services. We believe that the inclusion of rent-cost of services provides useful supplemental information to investors regarding our ongoing operating performance for each segment.
Valuation Measure:
Consolidated Adjusted EBITDAR
We use Consolidated Adjusted EBITDAR as one measure in determining the value of prospective acquisitions. It is also a measure commonly used by us, research analysts and investors to compare the enterprise value of different companies in the healthcare industry, without regard to differences in capital structures. Additionally, we believe the use of Consolidated Adjusted EBITDAR allows us, research analysts and investors to compare operational results of companies with operating and finance leases. A significant portion of finance lease expenditures are recorded in interest, whereas operating lease expenditures are recorded in rent expense.
This measure is not displayed as a performance measure as it excludes rent expense, which is a normal and recurring operating expense and, as such, does not reflect our cash requirements for leasing commitments. Our presentation of Consolidated Adjusted EBITDAR should not be construed as a financial performance measure.
The adjustments made and previously described in the computation of Consolidated Adjusted EBITDA are also made when computing Consolidated Adjusted EBITDAR. We calculate Consolidated Adjusted EBITDAR by excluding rent-cost of services and rent related to start up operations from Consolidated Adjusted EBITDA.
Three Months Ended SeptemberJune 30, 20212022 Compared to the Three Months Ended SeptemberJune 30, 20202021
Revenue | | | Three Months Ended September 30, | | Three Months Ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
| | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage |
| | (In thousands) | | (In thousands) |
Home health and hospice services | Home health and hospice services | | Home health and hospice services | |
Home health | Home health | $ | 34,228 | | | 30.6 | % | | $ | 25,162 | | | 25.5 | % | Home health | $ | 40,669 | | | 35.0 | % | | $ | 35,287 | | | 32.0 | % |
Hospice | Hospice | 39,069 | | | 34.9 | | | 33,440 | | | 34.0 | | Hospice | 39,359 | | | 33.8 | | | 36,838 | | | 33.4 | |
Home care and other(a) | Home care and other(a) | 5,706 | | | 5.1 | | | 5,777 | | | 5.9 | | Home care and other(a) | 5,316 | | | 4.6 | | | 5,980 | | | 5.4 | |
Total home health and hospice services | Total home health and hospice services | 79,003 | | | 70.6 | | | 64,379 | | | 65.4 | | Total home health and hospice services | 85,344 | | | 73.4 | | | 78,105 | | | 70.8 | |
Senior living services | Senior living services | 32,918 | | | 29.4 | | | 34,018 | | | 34.6 | | Senior living services | 30,972 | | | 26.6 | | | 32,240 | | | 29.2 | |
Total revenue | Total revenue | $ | 111,921 | | | 100.0 | % | | $ | 98,397 | | | 100.0 | % | Total revenue | $ | 116,316 | | | 100.0 | % | | $ | 110,345 | | | 100.0 | % |
| | | | | | | | |
(a) | | Home care and other revenue is included with home health revenue in other disclosures in this Quarterly Report. |
Our total revenue increased $13.5$6.0 million, or 13.7%5.4% during the three months ended SeptemberJune 30, 2021. Quarter-to-date revenue from acquired operations between September 30, 2020 and September 30, 2021 resulted in adding $10.5 million or 10.6%.2022. We experienced growth of $4.1$7.2 million from increased operational performance in our Home Health and Hospice segment as detailed below. The growth in Home Health and Hospice segment revenue was offset by a decrease in Senior Living segment revenue of $1.1$1.3 million driven primarily by a decrease in occupancy.the transfer of senior living communities to Ensign on March 1, 2022 and April 1, 2022.
Home Health and Hospice Services | | | Three Months Ended September 30, | | | Three Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
| | (In thousands) | | | | | | (In thousands) | | | | |
Home health and hospice revenue | Home health and hospice revenue | | Home health and hospice revenue | |
Home health services | Home health services | $ | 34,228 | | | $ | 25,162 | | | $ | 9,066 | | | 36.0 | % | Home health services | $ | 40,669 | | | $ | 35,287 | | | $ | 5,382 | | | 15.3 | % |
Hospice services | Hospice services | 39,069 | | | 33,440 | | | 5,629 | | | 16.8 | | Hospice services | 39,359 | | | 36,838 | | | 2,521 | | | 6.8 | |
Home care and other | Home care and other | 5,706 | | | 5,777 | | | (71) | | | (1.2) | | Home care and other | 5,316 | | | 5,980 | | | (664) | | | (11.1) | |
Total home health and hospice revenue | Total home health and hospice revenue | $ | 79,003 | | | $ | 64,379 | | | $ | 14,624 | | | 22.7 | % | Total home health and hospice revenue | $ | 85,344 | | | $ | 78,105 | | | $ | 7,239 | | | 9.3 | % |
| | | Three Months Ended September 30, | | | Three Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
Home health services: | Home health services: | | | | | | | | Home health services: | | | | | | | |
Total home health admissions | Total home health admissions | 9,213 | | | 6,771 | | | 2,442 | | | 36.1 | % | Total home health admissions | 10,055 | | | 10,069 | | | (14) | | | (0.1) | % |
Total Medicare home health admissions | Total Medicare home health admissions | 4,211 | | | 3,418 | | | 793 | | | 23.2 | | Total Medicare home health admissions | 4,682 | | | 4,406 | | | 276 | | | 6.3 | |
Average Medicare revenue per 60-day completed episode | Average Medicare revenue per 60-day completed episode | $ | 3,404 | | | $ | 3,448 | | | $ | (44) | | | (1.3) | | Average Medicare revenue per 60-day completed episode | $ | 3,629 | | | $ | 3,390 | | | $ | 239 | | | 7.1 | |
Hospice services: | Hospice services: | | Hospice services: | |
Total hospice admissions | Total hospice admissions | 2,219 | | | 2,133 | | | 86 | | | 4.0 | | Total hospice admissions | 2,119 | | | 2,047 | | | 72 | | | 3.5 | |
Average daily census | Average daily census | 2,337 | | | 2,177 | | | 160 | | | 7.3 | | Average daily census | 2,285 | | | 2,296 | | | (11) | | | (0.5) | |
Hospice Medicare revenue per day | Hospice Medicare revenue per day | $ | 174 | | | $ | 164 | | | $ | 10 | | | 6.1 | | Hospice Medicare revenue per day | $ | 176 | | | $ | 171 | | | $ | 5 | | | 2.9 | |
Number of home health and hospice agencies at period end | Number of home health and hospice agencies at period end | 88 | | | 72 | | | 16 | | | 22.2 | | Number of home health and hospice agencies at period end | 89 | | | 86 | | | 3 | | | 3.5 | |
Home health and hospice revenue increased $14.6$7.2 million, or 22.7%9.3%. Revenue grew due to an increase in certain key performance indicators, including an increase of 36.1%7.1% in total home health admissions,average Medicare revenue per 60-day completed episode, an increase of 23.2%6.3% in Medicare home health admissions, an increase of 7.3%3.5% in total hospice average daily census,admissions, and an increase of 6.1%2.9% in hospice Medicare
hospice Medicare revenue per day, during the three months ended SeptemberJune 30, 20212022 in comparison to the prior year’s quarter. Included in the key performance indicators, growth was partially driven by the addition of sixteen home health, hospice and home care operations between September 30, 2020 and September 30, 2021, adding $10.5 million or 16.2% in revenue, as well as additional revenue of $0.9 million due to the sequestration suspension in the current year.
Senior Living Services | | | Three Months Ended September 30, | | | Three Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
| Revenue (in thousands) | Revenue (in thousands) | $ | 32,918 | | | $ | 34,018 | | | $ | (1,100) | | | (3.2) | % | Revenue (in thousands) | $ | 30,972 | | | $ | 32,240 | | | $ | (1,268) | | | (3.9) | % |
Number of communities at period end | Number of communities at period end | 54 | | | 54 | | | — | | | — | | Number of communities at period end | 48 | | | 54 | | | (6) | | | (11.1) | |
Occupancy | Occupancy | 73.7 | % | | 76.8 | % | | (3.1) | % | | Occupancy | 76.5 | % | | 72.7 | % | | 3.8 | % | |
Average monthly revenue per occupied unit | Average monthly revenue per occupied unit | $ | 3,174 | | | $ | 3,173 | | | $ | 1 | | | — | | Average monthly revenue per occupied unit | $ | 3,470 | | | $ | 3,176 | | | $ | 294 | | | 9.3 | |
Senior living revenue decreased $1.1$1.3 million, or 3.2%3.9%, for the three months ended SeptemberJune 30, 20212022 compared to the same period in the prior year due primarily to the loss revenue from senior living communities transferred to Ensign, offset by occupancy growth of 3.8% and a 3.1% decrease9.3% increase in occupancyaverage monthly revenue per occupied unit between June 30, 2021September and June 30, 2020 and September 30, 2021.2022.
Cost of Services
The following table sets forth total cost of services by each of our reportable segments for the periods indicated: | | | Three Months Ended September 30, | | | Three Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
| | (In thousands) | | | | | | (In thousands) | | | | |
Home Health and Hospice | Home Health and Hospice | $ | 65,606 | | | $ | 52,594 | | | $ | 13,012 | | | 24.7 | % | Home Health and Hospice | $ | 70,301 | | | $ | 64,107 | | | $ | 6,194 | | | 9.7 | % |
Senior Living | Senior Living | 24,013 | | | 22,892 | | | 1,121 | | | 4.9 | | Senior Living | 22,415 | | | 22,560 | | | (145) | | | (0.6) | |
Total cost of services | Total cost of services | $ | 89,619 | | | $ | 75,486 | | | $ | 14,133 | | | 18.7 | % | Total cost of services | $ | 92,716 | | | $ | 86,667 | | | $ | 6,049 | | | 7.0 | % |
Total consolidated cost of services increased $14.1$6.0 million or 18.7%7.0% for the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020.2021. Cost of services as a percentage of revenue increased by 3.4%1.2% from 76.7%78.5% to 80.1%79.7% for the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020.2021.
Home Health and Hospice Services
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | | | |
| 2021 | | 2020 | | Change | | % Change |
| (In thousands) | | | | |
Cost of service | $ | 65,606 | | | $ | 52,594 | | | $ | 13,012 | | | 24.7 | % |
Cost of services as a percentage of revenue | 83.0 | % | | 81.7 | % | | 1.3 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | |
| 2022 | | 2021 | | Change | | % Change |
| (In thousands) | | | | |
Cost of service | $ | 70,301 | | | $ | 64,107 | | | $ | 6,194 | | | 9.7 | % |
Cost of services as a percentage of revenue | 82.4 | % | | 82.1 | % | | 0.3 | % | | |
Cost of services related to our Home Health and Hospice services segment increased $13.0$6.2 million, or 24.7%9.7%, primarily due to increased volume of services provided and increased labor costs. Cost of services as a percentage of revenue for the three months ended SeptemberJune 30, 20212022 increased 1.3%0.3% from 81.7%82.1% to 83.0%82.4% for the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020. Wage costs increased over the prior year from increases in per hour wages and overtime2021, primarily due to the staffing environment, resulting in higher overtime and per hour wages.wage rate increases.
Senior Living Services
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | | | |
| 2022 | | 2021 | | Change | | % Change |
| (In thousands) | | | | |
Cost of service | $ | 22,415 | | | $ | 22,560 | | | $ | (145) | | | (0.6) | % |
Cost of services as a percentage of revenue | 72.4 | % | | 70.0 | % | | 2.3 | % | | |
Senior Living Services
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | | | |
| 2021 | | 2020 | | Change | | % Change |
| (In thousands) | | | | |
Cost of service | $ | 24,013 | | | $ | 22,892 | | | $ | 1,121 | | | 4.9 | % |
Cost of services as a percentage of revenue | 72.9 | % | | 67.3 | % | | 5.6 | % | | |
Cost of services related to our Senior Living services segment increased $1.1decreased $0.1 million, or 4.9%0.6%. As a percentage of revenue, costs of service increased by 5.6%2.3% from 67.3%70.0% to 72.9%72.4% for the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020,2021, due primarily as a result of a decrease in occupancy while experiencingto increased wage pressures. Fixed costs have remained consistent with prior periods.wages rates.
Rent—Cost of Services. Rent expense increased 6.3%decreased 10.6% from $9.7$10.2 million to $10.3$9.1 million in the three months ended SeptemberJune 30, 20212022 compared to the three months ended SeptemberJune 30, 2020,2021, primarily as a result of acquisitions and CPI adjustments.the transfer of senior living communities to Ensign. Rent as a percentage of total revenue decreased 0.7%1.4% from 9.9%9.2% to 9.2% in7.8% for the three months ended SeptemberJune 30, 20212022 compared to the three months ended SeptemberJune 30, 2020.2021.
General and Administrative Expense. Our general and administrative expense increased $1.6$1.0 million or 20.9%10.9% from $7.5$8.8 million to $9.1$9.7 million for the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020.2021. General and administrative expense as a percentage of revenue increased 0.5%0.4% from 7.6%8.0% to 8.1%8.4%. The primary driver of the increase in general and administrative expense was an increase of $1.5 million14.9% in wage and benefits related to increased headcount and wage rates and included implementation costs for process enhancing financial and accounting systems during the three months ended SeptemberJune 30, 20212022 when compared to the three months ended SeptemberJune 30, 2020.2021.
Depreciation and Amortization. Depreciation and amortization expense decreased slightlywas essentially flat as a percentage of total revenue. The impact of increased capital expenditures on depreciation was offset by the prior year impairment of assets that were transferred to Ensign during the current year.
Loss on transfer of senior living communities. The loss on transfer of senior living communities includes a transaction fee of $6.5 million for post-closing capital expenditures and operating losses related to one of the communities transferred to Ensign as well as asset impairment for the three months ended June 30, 2022.
Provision for Income Taxes. Our income tax benefit of $1.4 million representing and effective tax rate of 34.6% for the three months ended SeptemberJune 30, 2021 was 5.8%2022 compared to income tax expense of earnings before income taxes compared with an effective tax rate of 2.3%$0.6 million representing 19.7% for the three months ended SeptemberJune 30, 2020.2021. See Note 14, Income Taxes, to the Interim Financial Statements included elsewhere in this Quarterly Report for further discussion.
NineSix Months Ended SeptemberJune 30, 20212022 Compared to the NineSix Months Ended SeptemberJune 30, 20202021
Revenue | | | Nine Months Ended September 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
| | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage | | Revenue Dollars | | Revenue Percentage |
| | (In thousands) | | (In thousands) |
Home health and hospice services | Home health and hospice services | | Home health and hospice services | |
Home health | Home health | $ | 102,719 | | | 31.3 | % | | $ | 67,430 | | | 23.8 | % | Home health | $ | 78,089 | | | 33.9 | % | | $ | 68,491 | | | 31.7 | % |
Hospice | Hospice | 112,821 | | | 34.4 | | | 96,503 | | | 34.1 | | Hospice | 77,182 | | | 33.5 | | | 73,752 | | | 34.1 | |
Home care and other(a) | Home care and other(a) | 16,175 | | | 5.0 | | | 15,192 | | | 5.4 | | Home care and other(a) | 10,548 | | | 4.6 | | | 10,469 | | | 4.9 | |
Total home health and hospice services | Total home health and hospice services | 231,715 | | | 70.7 | | | 179,125 | | | 63.3 | | Total home health and hospice services | 165,819 | | | 72.0 | | | 152,712 | | | 70.7 | |
Senior living services | Senior living services | 96,214 | | | 29.3 | | | 103,861 | | | 36.7 | | Senior living services | 64,407 | | | 28.0 | | | 63,296 | | | 29.3 | |
Total revenue | Total revenue | $ | 327,929 | | | 100.0 | % | | $ | 282,986 | | | 100.0 | % | Total revenue | $ | 230,226 | | | 100.0 | % | | $ | 216,008 | | | 100.0 | % |
| | | | | | | | |
(a) | | Home care and other revenue is included with home health revenue in other disclosures in this Quarterly Report. |
Our total revenue increased $44.9$14.2 million, or 15.9%6.6%, during the ninesix months ended SeptemberJune 30, 2021. This increase was primarily the result of revenue from acquired home health and hospice operations of $29.6 million or 10.4% since September 30, 2020.2022. The remaining increase in revenue werewas driven by growth from operational performanceincreases in ourall key home health metrics, hospice admissions, hospice revenue per day, senior living occupancy, and hospice segment,senior living revenue per occupied room, partially offset by a decrease of $7.6 million in our senior living segment.hospice average daily census.
Home Health and Hospice Services | | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
| | (In thousands) | | | | | | (In thousands) | | | | |
Home health and hospice revenue | Home health and hospice revenue | | Home health and hospice revenue | |
Home health services | Home health services | $ | 102,719 | | | $ | 67,430 | | | $ | 35,289 | | | 52.3 | % | Home health services | $ | 78,089 | | | $ | 68,491 | | | $ | 9,598 | | | 14.0 | % |
Hospice services | Hospice services | 112,821 | | | 96,503 | | | 16,318 | | | 16.9 | | Hospice services | 77,182 | | | 73,752 | | | 3,430 | | | 4.7 | |
Home care and other | Home care and other | 16,175 | | | 15,192 | | | 983 | | | 6.5 | | Home care and other | 10,548 | | | 10,469 | | | 79 | | | 0.8 | |
Total home health and hospice revenue | Total home health and hospice revenue | $ | 231,715 | | | $ | 179,125 | | | $ | 52,590 | | | 29.4 | % | Total home health and hospice revenue | $ | 165,819 | | | $ | 152,712 | | | $ | 13,107 | | | 8.6 | % |
| | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
Home health services: | Home health services: | | | | | | | | Home health services: | | | | | | | |
Total home health admissions | Total home health admissions | 28,079 | | | 18,166 | | | 9,913 | | | 54.6 | % | Total home health admissions | 20,237 | | | 19,166 | | | 1,071 | | | 5.6 | % |
Total Medicare home health admissions | Total Medicare home health admissions | 13,115 | | | 8,686 | | | 4,429 | | | 51.0 | | Total Medicare home health admissions | 9,315 | | | 8,904 | | | 411 | | | 4.6 | |
Average Medicare revenue per 60-day completed episode(a) | Average Medicare revenue per 60-day completed episode(a) | $ | 3,382 | | | $ | 3,311 | | | $ | 71 | | | 2.1 | | Average Medicare revenue per 60-day completed episode(a) | $ | 3,561 | | | $ | 3,394 | | | $ | 167 | | | 4.9 | |
Hospice services: | Hospice services: | | Hospice services: | |
Total hospice admissions | Total hospice admissions | 6,420 | | | 5,763 | | | 657 | | | 11.4 | | Total hospice admissions | 4,528 | | | 4,201 | | | 327 | | | 7.8 | |
Average daily census | Average daily census | 2,313 | | | 1,934 | | | 379 | | | 19.6 | | Average daily census | 2,259 | | | 2,301 | | | (42) | | | (1.8) | |
Hospice Medicare revenue per day | Hospice Medicare revenue per day | $ | 173 | | | $ | 164 | | | $ | 9 | | | 5.5 | | Hospice Medicare revenue per day | $ | 177 | | | $ | 172 | | | $ | 5 | | | 2.9 | |
Number of home health and hospice agencies at period end | Number of home health and hospice agencies at period end | 88 | | 72 | | 16 | | | 22.2 | | Number of home health and hospice agencies at period end | 89 | | 86 | | 3 | | | 3.5 | |
| | | | | | | | |
(a) | | The year to date average for Medicare revenue per 60-day completed episode includes post period claim adjustments for prior periods. |
Home health and hospice revenue increased $52.6$13.1 million, or 29.4%8.6% during the ninesix months ended SeptemberJune 30, 2021.2022. Revenue grew primarily due to an increase of 54.6%7.8% in total hospice admissions, an increase of 5.6% in home health admissions (inclusive of an increase in total Medicare home health admissions of 51.0%4.6%), an increaseoffset by a decrease of 11.4% in total hospice admissions, and an increase of 19.6%1.8% in hospice average daily census during the ninesix months ended SeptemberJune 30, 20212022 when compared to the ninesix months ended SeptemberJune 30, 2020. Growth occurred from the addition of $29.6 million in revenue from the acquisition of sixteen home health, hospice and home care operations from September 30, 2020 through September 30, 2021, as well as growth due to an increase in operational performance metrics compared to the prior year.2021.
Senior Living Services | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | | | |
| 2021 | | 2020 | | Change | | % Change |
| | | | | |
Revenue (in thousands) | $ | 96,214 | | | $ | 103,861 | | | $ | (7,647) | | | (7.4) | % |
Number of communities at period end | 54 | | | 54 | | — | | | — | |
Occupancy | 72.8 | % | | 78.5 | % | | (5.7) | % | | |
Average monthly revenue per occupied unit | $ | 3,179 | | | $ | 3,195 | | | $ | (16) | | | (0.5) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | | | |
| 2022 | | 2021 | | Change | | % Change |
| | | | | |
Revenue (in thousands) | $ | 64,407 | | | $ | 63,296 | | | $ | 1,111 | | | 1.8 | % |
Number of communities at period end | 48 | | | 54 | | (6) | | | (11.1) | |
Occupancy | 74.4 | % | | 72.4 | % | | 2.0 | % | | |
Average monthly revenue per occupied unit | $ | 3,418 | | | $ | 3,181 | | | $ | 237 | | | 7.5 | |
Senior living revenue decreased $7.6increased $1.1 million, or 7.4%1.8%, for the ninesix months ended SeptemberJune 30, 20212022 compared to the same period in the prior year primarily due to a 5.7% decreasean increase of 7.5% in average monthly revenue per occupied unit and an addition of 2.0% in the occupancy in occupancyrate between SeptemberJune 30, 20202021 and SeptemberJune 30, 2021.2022. The increases were partially offset by the loss of revenue from the senior living communities transferred to Ensign.
Cost of Services
| | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
| | (In thousands) | | | | (In thousands) | | |
Home Health and Hospice | Home Health and Hospice | $ | 191,200 | | | $ | 146,093 | | | $ | 45,107 | | | 30.9 | % | Home Health and Hospice | $ | 137,232 | | | $ | 125,593 | | | $ | 11,639 | | | 9.3 | % |
Senior Living | Senior Living | 68,708 | | | 67,741 | | | 967 | | | 1.4 | | Senior Living | 45,746 | | | 44,696 | | | 1,050 | | | 2.3 | |
Total cost of services | Total cost of services | $ | 259,908 | | | $ | 213,834 | | | $ | 46,074 | | | 21.5 | % | Total cost of services | $ | 182,978 | | | $ | 170,289 | | | $ | 12,689 | | | 7.5 | % |
Consolidated cost of services increased $46.1$12.7 million or 21.5%7.5% during the ninesix months ended SeptemberJune 30, 2021.2022. Cost of services as a percentage of revenue for the ninesix months ended SeptemberJune 30, 20212022 increased by 3.7%0.7% to 79.3%79.5% from 75.6%78.8% compared to the ninesix months ended SeptemberJune 30, 2020.2021.
Home Health and Hospice Services
| | | Nine Months Ended September 30, | | | Six Months Ended June 30, | |
| | 2021 | | 2020 | | Change | | % Change | | 2022 | | 2021 | | Change | | % Change |
Cost of service (in thousands) | Cost of service (in thousands) | $ | 191,200 | | | $ | 146,093 | | | $ | 45,107 | | | 30.9 | % | Cost of service (in thousands) | $ | 137,232 | | | $ | 125,593 | | | $ | 11,639 | | | 9.3 | % |
Cost of services as a percentage of revenue | Cost of services as a percentage of revenue | 82.5 | % | | 81.6 | % | | 0.9 | % | | Cost of services as a percentage of revenue | 82.8 | % | | 82.2 | % | | 0.6 | % | |
Cost of services related to our Home Health and Hospice services segment increased $45.1$11.6 million, or 30.9%9.3%, primarily due to the increased volume of services from acquisitions and organic growth.growth in admissions. Cost of services as a percentage of revenue for the ninesix months ended SeptemberJune 30, 20212022 increased 0.9%by 0.6% compared to the ninesix months ended SeptemberJune 30, 2020. Wage costs increased over the prior year in per hour wages and overtime2021 primarily due to the staffing environment, resultingincreased wage rates offset by a slight decrease in higher overtime and per hour wages.employee benefit expense.
Senior Living Services
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | | | |
| 2021 | | 2020 | | Change | | % Change |
Cost of service (in thousands) | $ | 68,708 | | | $ | 67,741 | | | $ | 967 | | | 1.4 | % |
Cost of services as a percentage of revenue | 71.4 | % | | 65.2 | % | | 6.2 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | | | |
| 2022 | | 2021 | | Change | | % Change |
Cost of service (in thousands) | $ | 45,746 | | | $ | 44,696 | | | $ | 1,050 | | | 2.3 | % |
Cost of services as a percentage of revenue | 71.0 | % | | 70.6 | % | | 0.4 | % | | |
Cost of services related to our Senior Living services segment increased $1.0$1.1 million, or 1.4%2.3% during the ninesix months ended SeptemberJune 30, 2021.2022 in response to higher occupancy and wage rate increases. As a percentage of revenue, costs of service increased by 6.2%0.4% from 65.2%70.6% to 71.4%71.0% during the ninesix months ended SeptemberJune 30, 20212022 when compared to the ninesix months ended SeptemberJune 30, 2020, as a result of a decrease in occupancy while experiencing higher wage costs. Fixed costs remained consistent with the prior year.2021, due primarily to increased wages driven by overtime expenses.
Rent—Cost of Services. Rent increased 4.3%decreased 4.9% from $29.2$20.1 million to $30.5$19.1 million in the ninesix months ended SeptemberJune 30, 20212022 compared to the same period in the prior year, primarily as a result of acquisitions and CPI adjustments.the transfer of senior living communities to Ensign. As a percentage of revenue, rent—cost of services decreased 1.0% when compared to the ninesix months ended SeptemberJune 30, 2020.2021.
General and Administrative Expense. Our general and administrative expense increased $5.4$1.7 million or 25.1%9.4% from $21.7$18.1 million to $27.1$19.8 million for the ninesix months ended SeptemberJune 30, 20212022 when compared to the ninesix months ended SeptemberJune 30, 2020.2021. The increase in general and administrative expense was primarily due to an increase of $4.2$1.4 million in wage and benefits included implementation costs for process enhancing financial and accounting systems during the ninesix months ended SeptemberJune 30, 20212022 when compared to the ninesix months ended SeptemberJune 30, 2020.2021.
Depreciation and Amortization. Depreciation and amortization expense decreasedincreased slightly as a percentage of total revenue.revenue due the impairment of assets at December 31, 2021 that were transferred to Ensign on March 1, 2022 and April 1, 2022, during the six months ended June 30, 2022
Loss on transfer of senior living communities. The loss on transfer of senior living communities includes a transaction fee of $6.5 million for post-closing capital expenditures and operating losses related to one of the communities transferred to Ensign as well as asset impairment for the six months ended June 30, 2022.
Provision for Income Taxes. Our effectiveincome tax rate for the nine months ended September 30, 2021 was 18.4%benefit of earnings before income taxes compared with$0.8 million represents an effective tax rate of 17.2%36.7% for the ninesix months ended SeptemberJune 30, 2020.2022 compared to income tax expense of $0.9 million representing 21.8% for the six months ended June 30, 2021. The
increase change in effective rate is primarily driven by the effectivechange in earnings before income taxes and a decrease in excess tax rate was due to an increase in non-deductible expenses including non-deductiblebenefits from share-based compensation. See Note 14, Income Taxes, to the Interim Financial Statements included elsewhere in this Quarterly Report for further discussion.
Liquidity and Capital Resources
Our primary sources of liquidity are net cash provided by operating activities and borrowings under our revolving credit facility.
Revolving Credit Facility
On February 23, 2021, Pennant entered into an amendment to its existing credit agreement (as amended, the “Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $150.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility is not subject to interim amortization and the Company will not be required to repay any loans under the Revolving Credit Facility prior to maturity in 2026. The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders.
The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Financial covenants require compliance with certain levels of leverage ratios that impact the amount of interest. As of SeptemberJune 30, 2021,2022, the Company was compliant with all such financial covenants.
As of SeptemberJune 30, 2021,2022, we had $3.7$3.2 million of cash and $101.7$90.8 million of available borrowing capacity on our Revolving Credit Facility.
We believe that our existing cash, generated through operations and our access to financing facilities, together with funding through third-party sources such as commercial banks, will be sufficient to fund our operating activities and growth needs, and provide adequate liquidity for the next twelve months.
The following table presents selected data from our Condensed Consolidated Statement of Cash Flows for the periods presented: | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2021 | | 2020 |
| (In thousands) |
Net cash (used in) provided by operating activities | $ | (13,065) | | | $ | 53,087 | |
Net cash used in investing activities | (18,066) | | | (27,578) | |
Net cash provided by (used in) financing activities | 34,795 | | | (17,591) | |
Net increase in cash | 3,664 | | | 7,918 | |
Cash at beginning of year | 43 | | | 402 | |
Cash at end of year | $ | 3,707 | | | $ | 8,320 | |
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2022 | | 2021 |
| (In thousands) |
Net cash used in operating activities | $ | 4,899 | | | $ | (11,806) | |
Net cash used in investing activities | (8,750) | | | (15,477) | |
Net cash provided by financing activities | 1,861 | | | 30,119 | |
Net (decrease) increase in cash | (1,990) | | | 2,836 | |
Cash at beginning of period | 5,190 | | | 43 | |
Cash at end of period | $ | 3,200 | | | $ | 2,879 | |
NineSix Months Ended SeptemberJune 30, 20212022 Compared to the NineSix Months Ended SeptemberJune 30, 20202021
Our net cash flow from operating activities for the ninesix months ended SeptemberJune 30, 2021 decreased2022 increased by $66.2$16.7 million when compared to the ninesix months ended SeptemberJune 30, 2020.2021. The primary driver of this difference can be attributed to the $42.6$5.8 million increase in cash flows related to accounts receivable due to improved cash collections. Additionally, there was a $5.5 million increase in other accrued liabilities driven by our becoming self-insured for claims related to employee health, dental, and vision care in 2022, and a $5.0 million change in cash flows related to the AAP. We received $28.0decrease in accrued wages and benefits due to a
decrease in the incentives amounts paid to our employees. Other factors that contributed to the net cash provided by operating activities were an increase of $3.3 million in AAPcash inflows due to accounts payable offset by a decrease of $4.8 million in the nine months ended September 30, 2020, and CMS recouped $14.6 million of those funds during the nine months ended September 30, 2021.net (loss) income. Exclusive of the repayment of AAP, our net cash flow from operations would have been $1.6$11.1 million positive for the ninesix months ended SeptemberJune 30, 2021. Other factors that contributed to the net cash used in operating activities were a decrease of $7.2 million in net income, an increase of $3.8 million in prepaid expenses, and a decrease of $6.8 million in accrued wages when compared to the nine months ended September 30, 2020.2022.
Our net cash used in investing activities for the ninesix months ended SeptemberJune 30, 20212022 decreased by $9.5$6.7 million compared to the ninesix months ended SeptemberJune 30, 2020,2021, primarily due to a decrease in cash payments paid for business acquisitions of $3.5$12.0 million, offset by an increase of $5.5 million in capital expenditures
combined with a decrease of $5.3 million in escrow deposits related to acquisitions that occurred during the period from SeptemberJune 30, 20202021 to SeptemberJune 30, 2021.2022.
Our net cash provided by financing activities increaseddecreased by approximately $52.4$28.3 million for the ninesix months ended SeptemberJune 30, 20212022 compared to the ninesix months ended SeptemberJune 30, 2020. This increase2021. The decrease was primarily due to less borrowings during the financing of our acquisitions andsix months ended June 30, 2022 compared to the recoupment of the AAP.six months ended June 30, 2021.
Contractual Obligations, Commitments and Contingencies
Other than certain draws and payments made on our Revolving Credit Facility, as described in Note 11, Debt, to the Interim Financial Statements in Part I of this Quarterly Report, there have been no material changes to our total obligations during the period covered by this Quarterly Report outside of the normal course of our business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. We are exposed to risks associated with market changes in interest rates. Our Revolving Credit Facility exposes us to variability in interest payments due to changes in LIBOR. We manage our exposure to this market risk by monitoring available financing alternatives.
LIBOR Phase-Out. LIBOR is in the process of being wound down. The Overnight and the 1-, 3-, 6- and 12-Months USD LIBOR settings will continue until June 2023. We are required to pay interest on borrowings under our Credit Facility at floating rates based on the 1-month LIBOR and we do not expect to transition away from the LIBOR benchmark until June 2023.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no material changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial condition. However, the results of such matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on our business, financial condition, results of operations and cash flows. See Note 15, Commitments and Contingencies, to the Interim Financial Statements for a description of claims and legal actions arising in the ordinary course of our business.
Item 1A. Risk Factors
We have disclosed under the heading “Risk Factors” in the 20202021 Annual Report risk factors that materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth in the 20202021 Annual Report and the other information set forth elsewhere in this Quarterly Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Since the filing of our 20202021 Annual Report on February 24, 2021,28, 2022, the following additions have been made to the risk factors previously disclosed.
Rules mandating COVID-19 vaccination may subject usA Medicare Payment Suspension of one of our Independent Operating Subsidiary could result in a material loss. From June 2021 to penaltiesMay 2022, a UPIC suspended one of our independent operating subsidiary’s rights to submit claims to and exacerbate staffing challenges. Various federal, stateobtain reimbursement from Medicare for its hospice agency services. The suspension concluded in May 2022. The payments suspended as of June 30, 2022 total $4,885 and local governments have issued, or indicated an intentionrepresent all Medicare payments due to issue, COVID-19 vaccination requirements for health care workersthat independent operating subsidiary’s provider number during the suspension. During the suspension, the UPIC reviewed 107 patient records from a 10-month period to determine whether a Medicare overpayment was made to this independent operating subsidiary and other workers. On September 9, 2021, President Biden directed CMSwhether repayment of any identified overpayment is due. Based on the results of it claim review, the UPIC has alleged sampled and extrapolated overpayments of $5,165. The Company is evaluating these finding and preparing to issue a rule mandating staff vaccination for providers who are reimbursed by government payors, such as Medicare and Medicaid.contest them.
States where we operate have imposedThis suspension and overpayment allegation may increase the likely that this or other of our independent operating subsidiaries may be subjected to additional scrutiny in the future. Additionally, the UPIC may review patient records from one or more of our other independent operating subsidiaries, which may lead to other of our independent operating subsidiaries’ hospice agencies having their own vaccine mandates as well. California, the most populous state, issuedMedicare payments suspended, whether temporarily or on an orderindefinite or permanent basis, potentially leading to their closure and resulting adverse impacts on August 5, 2021, requiring workers in home care, home health,our revenues and adult and senior care facilities to receive at least one vaccine dose by September 30, 2021.On August 20, 2021, the State of Washington’s governor issued a proclamation requiring workers in almost any healthcare setting—including employees, contractors, and volunteers—to be fully vaccinated against COVID-19 (including both shots of the two-shot Pfizer and Moderna vaccination course) by October 18, 2021. On August 30, 2021, the Colorado State Board of Health approved a COVID-19 vaccine requirement for employees, contractors, and other individuals working in certain health care facilities including home care agencies, hospices, assisted living facilities, and similar facilities or services, mandating that these workers receive one vaccine shot by September 30, 2021, and be fully vaccinated by October 31, 2021. None of these state mandates allow for regular COVID-19 testing as an alternative to vaccination. On October 11, 2021, Texas issued an executive order banning the practice of mandating vaccination, including by private employersprofits.
The Company may be subject to fines, penalties or judgments, or may otherwise be negatively impacted, if it is found not to have complied with any such current or future vaccination requirements. Current or prospective employees may oppose vaccination, making it more difficult to recruit or retain staff.
Additionally, in October of 2021, the FDA and CDC approved the use of COVID-19 vaccine booster shots for certain individuals who work in high-risk environments. The Company may be subject to fines, penalties, judgments, or otherwise be negatively impacted based on loss of skilled workers or increased competition and cost to acquire skilled workers in the event of worker hesitancy or aversion to vaccine booster shots, or a change in the definition or understanding of “fully vaccinated” under CMS, OSHA or other state regulations that currently, or may in the future, require employees to have received booster shots to maintain their fully vaccinated status.
Expiration of Certain Waivers and Changes in CMS Reporting Practices. In response to the COVID-19 pandemic, CMS issued numerous blanket waivers effective March 20, 2020, to ease reporting requirements and other administrative burdens on health care providers during the COVID-19 public health emergency. Certain of these waivers have begun to expire, and more waivers may expire in the fourth quarter of 2021 and in 2022. The expiration of these waivers may affect our operating costs due to the reinstitution of reporting regarding staffing data and other information that was not required to be reported during the COVID-19 public health emergency untilEmergency Waivers could result in increased expenses.On April 6, 2022, HHS announced the expiration of those waivers;seven Emergency Waivers as of May 7, 2022, followed by the expiration of these waiversnine additional Emergency Waivers on June 6, 2022. The Emergency Waiver allowing physicians and other practitioners to conduct their visits remotely while being eligible for telehealth reimbursement expired on May 7, 2022 and may additionallyhave a material impact on our revenues and profitability. Similarly, the Emergency Waivers that expired on June 6, 2022, regarding inspections of facilities and equipment; life safety code requirements for inspection, testing, and maintenance; the requirement for sleeping rooms to contain exterior doors or windows; and life safety code requirements for conducting fire drills and constructing temporary walls and barriers, may also affect our ability to use certain billing codes when seeking reimbursement from Medicare or Medicaid, whichoperations. Specifically, the expiration of the Emergency Waivers terminating in June of 2022 may materially affect our financial performance.expenses incurred for inspection, testing, and maintenance of equipment, our occupancy and lodging of residents and patients, and ultimately the revenues and profits we derive from our operations.
Item 6. Exhibits
EXHIBIT INDEX | | | | | | | | |
Exhibit | | Description |
| | |
| | Form of Operations Transfer Agreement, dated as of January 27, 2022, entered into by affiliates of the Company and affiliates of Ensign for the transfer of five senior living communities (incorporated by reference to Exhibit 2.1 to The Pennant Group, Inc.’s Current Report on Form 8-K (File No. 001-38900) filed with the SEC on January 27, 2022). |
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| | Amended and Restated Certificate of Incorporation of The Pennant Group, Inc., effective as of September 27, 2019 (incorporated by reference to Exhibit 3.1 to The Pennant Group, Inc.’s Current Report on Form 8-K (File No. 001-38900) filed with the SEC on October 3, 2019). |
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| | Second Amended and Restated By-laws of The Pennant Group, Inc. (incorporated by reference to Exhibit 3.23.1 to The Pennant Group, Inc.’s Current Report on Form 8-K (File No. 001-38900) filed with the SEC on October 3, 2019).February 22, 2002) |
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| | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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. |
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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 (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| The Pennant Group, Inc. |
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Dated: NovemberAugust 8, 20212022 | BY: | /s/ JENNIFER L. FREEMAN |
| | Jennifer L. Freeman |
| | Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) |