Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33757 | |
Entity Registrant Name | ENSIGN GROUP, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0861263 | |
Entity Address, Address Line One | 29222 Rancho Viejo Road, Suite 127 | |
Entity Address, City or Town | San Juan Capistrano | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92675 | |
City Area Code | 949 | |
Local Phone Number | 487-9500 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | ENSG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,289,903 | |
Entity Central Index Key | 0001125376 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 285,580 | $ 262,201 |
Accounts receivable—less allowance for doubtful accounts of $7,827 and $11,213 at June 30, 2022 and December 31, 2021, respectively | 339,001 | 328,731 |
Investments—current | 8,991 | 13,763 |
Prepaid income taxes | 16,336 | 5,452 |
Prepaid expenses and other current assets | 32,774 | 29,562 |
Total current assets | 682,682 | 639,709 |
Property and equipment, net | 908,228 | 888,434 |
Right-of-use assets | 1,305,009 | 1,138,872 |
Insurance subsidiary deposits and investments | 40,077 | 36,567 |
Escrow deposits | 15,571 | 0 |
Deferred tax assets | 32,883 | 33,147 |
Restricted and other assets | 57,010 | 47,046 |
Intangible assets, net | 2,535 | 2,652 |
Goodwill | 76,869 | 60,469 |
Other indefinite-lived intangibles | 3,807 | 3,727 |
TOTAL ASSETS | 3,124,671 | 2,850,623 |
Current liabilities: | ||
Accounts payable | 60,414 | 58,116 |
Accrued wages and related liabilities (Note 3) | 273,276 | 278,770 |
Lease liabilities—current | 58,769 | 52,181 |
Accrued self-insurance liabilities—current | 49,728 | 40,831 |
Other accrued liabilities | 85,793 | 89,410 |
Current maturities of long-term debt | 3,944 | 3,760 |
Total current liabilities | 531,924 | 523,068 |
Long-term debt—less current maturities | 151,105 | 152,883 |
Long-term lease liabilities—less current portion | 1,216,335 | 1,056,515 |
Accrued self-insurance liabilities—less current portion | 76,793 | 69,308 |
Other long-term liabilities | 27,821 | 27,135 |
TOTAL LIABILITIES | 2,003,978 | 1,828,909 |
Commitments and contingencies (Notes 16, 18 and 19) | ||
Ensign Group, Inc. stockholders' equity: | ||
Common stock: $0.001 par value; 100,000 shares authorized; 58,646 and 55,278 shares issued and outstanding at June 30, 2022, respectively, and 58,134 and 55,190 shares issued and outstanding at December 31, 2021, respectively | 58 | 58 |
Additional paid-in capital | 398,793 | 369,760 |
Retained earnings | 835,941 | 733,992 |
Common stock in treasury, at cost, 3,368 and 2,944 shares at June 30, 2022 and December 31, 2021, respectively (Note 20) | (114,626) | (83,042) |
Total Ensign Group, Inc. stockholders' equity | 1,120,166 | 1,020,768 |
Non-controlling interest | 527 | 946 |
Total equity | 1,120,693 | 1,021,714 |
TOTAL LIABILITIES AND EQUITY | $ 3,124,671 | $ 2,850,623 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,827 | $ 11,213 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 58,646,000 | 58,134,000 |
Common stock, shares outstanding (in shares) | 55,278,000 | 55,190,000 |
Common stock in treasury, at cost (in shares) | 3,368,000 | 2,944,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
TOTAL REVENUE | $ 732,486 | $ 638,536 | $ 1,445,931 | $ 1,265,789 |
Expense: | ||||
Cost of services | 563,641 | 488,524 | 1,119,282 | 970,710 |
Rent—cost of services | 37,228 | 34,455 | 72,990 | 67,911 |
General and administrative expense | 38,527 | 36,908 | 76,783 | 71,181 |
Depreciation and amortization | 14,858 | 13,795 | 29,534 | 27,454 |
TOTAL EXPENSES | 654,254 | 573,682 | 1,298,589 | 1,137,256 |
Income from operations | 78,232 | 64,854 | 147,342 | 128,533 |
Other (expense) income: | ||||
Interest expense | (2,688) | (1,634) | (4,756) | (3,275) |
Other (expense) income | (2,587) | 1,121 | (3,403) | 1,869 |
Other expense, net | (5,275) | (513) | (8,159) | (1,406) |
Income before provision for income taxes | 72,957 | 64,341 | 139,183 | 127,127 |
Provision for income taxes | 15,154 | 13,758 | 31,292 | 26,707 |
NET INCOME | 57,803 | 50,583 | 107,891 | 100,420 |
Less: | ||||
Net income (loss) attributable to noncontrolling interests | 112 | 1,158 | (140) | 1,789 |
Net income attributable to The Ensign Group, Inc. | $ 57,691 | $ 49,425 | $ 108,031 | $ 98,631 |
NET INCOME PER SHARE ATTRIBUTABLE TO THE ENSIGN GROUP INC. | ||||
Basic (in dollars per share) | $ 1.05 | $ 0.91 | $ 1.97 | $ 1.82 |
Diluted (in dollars per share) | $ 1.01 | $ 0.87 | $ 1.90 | $ 1.73 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 54,906 | 54,468 | 54,788 | 54,331 |
Diluted (in shares) | 56,853 | 56,997 | 56,862 | 56,945 |
Service revenue | ||||
TOTAL REVENUE | $ 728,347 | $ 634,609 | $ 1,437,503 | $ 1,257,885 |
Rental revenue | ||||
TOTAL REVENUE | $ 4,139 | $ 3,927 | $ 8,428 | $ 7,904 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Non-Controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 54,626 | |||||
Balance at beginning of period at Dec. 31, 2020 | $ 818,227 | $ 58 | $ 338,177 | $ 551,055 | $ (71,213) | $ 150 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 2,791 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to employees and directors resulting from the exercise of stock options (in shares) | 246 | |||||
Issuance of common stock to employees and directors resulting from the exercise of stock options | 3,880 | 3,880 | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 81 | |||||
Issuance of restricted stock, net of forfeitures | 3,725 | 3,725 | ||||
Shares of common stock used to satisfy tax withholding obligations | (9) | $ (9) | ||||
Dividends declared | (2,886) | (2,886) | ||||
Employee stock award compensation | 4,054 | 4,054 | ||||
Net income (loss) attributable to noncontrolling interests | 631 | 631 | ||||
Distribution to noncontrolling interest holder | (1,248) | (1,248) | ||||
Net income attributable to the Ensign Group, Inc. | 49,206 | 49,206 | ||||
Balance at end of period (in shares) at Mar. 31, 2021 | 54,953 | |||||
Balance at end of period at Mar. 31, 2021 | 875,580 | $ 58 | 349,836 | 597,375 | $ (71,222) | (467) |
Balance at end of period (in shares) at Mar. 31, 2021 | 2,791 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 54,626 | |||||
Balance at beginning of period at Dec. 31, 2020 | 818,227 | $ 58 | 338,177 | 551,055 | $ (71,213) | 150 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 2,791 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to noncontrolling interests | 1,789 | |||||
Net income attributable to the Ensign Group, Inc. | 98,631 | |||||
Balance at end of period (in shares) at Jun. 30, 2021 | 55,130 | |||||
Balance at end of period at Jun. 30, 2021 | 928,643 | $ 58 | 357,451 | 643,906 | $ (72,822) | 50 |
Balance at end of period (in shares) at Jun. 30, 2021 | 2,811 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 54,953 | |||||
Balance at beginning of period at Mar. 31, 2021 | 875,580 | $ 58 | 349,836 | 597,375 | $ (71,222) | (467) |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 2,791 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to employees and directors resulting from the exercise of stock options (in shares) | 148 | |||||
Issuance of common stock to employees and directors resulting from the exercise of stock options | 2,982 | 2,982 | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 49 | |||||
Shares of common stock used to satisfy tax withholding obligations (in shares) | (20) | (20) | ||||
Shares of common stock used to satisfy tax withholding obligations | (1,600) | $ (1,600) | ||||
Dividends declared | (2,894) | (2,894) | ||||
Employee stock award compensation | 4,633 | 4,633 | ||||
Net income (loss) attributable to noncontrolling interests | 1,158 | 1,158 | ||||
Distribution to noncontrolling interest holder | (641) | (641) | ||||
Net income attributable to the Ensign Group, Inc. | 49,425 | 49,425 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 55,130 | |||||
Balance at end of period at Jun. 30, 2021 | $ 928,643 | $ 58 | 357,451 | 643,906 | $ (72,822) | 50 |
Balance at end of period (in shares) at Jun. 30, 2021 | 2,811 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 55,190 | 55,190 | ||||
Balance at beginning of period at Dec. 31, 2021 | $ 1,021,714 | $ 58 | 369,760 | 733,992 | $ (83,042) | 946 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 2,944 | 2,944 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to employees and directors resulting from the exercise of stock options (in shares) | 147 | |||||
Issuance of common stock to employees and directors resulting from the exercise of stock options | $ 2,768 | 2,768 | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 104 | |||||
Issuance of restricted stock, net of forfeitures | 5,241 | 5,241 | ||||
Shares of common stock used to satisfy tax withholding obligations | (15) | $ (15) | ||||
Dividends declared | (3,042) | (3,042) | ||||
Employee stock award compensation | 5,167 | 5,167 | ||||
Repurchase of common stock (Note 20) (in shares) | (133) | (133) | ||||
Repurchase of common stock (Note 20) | (9,882) | $ (9,882) | ||||
Acquisition of noncontrolling interest shares | (26) | 245 | (271) | |||
Net income (loss) attributable to noncontrolling interests | (252) | (252) | ||||
Net income attributable to the Ensign Group, Inc. | 50,340 | 50,340 | ||||
Balance at end of period (in shares) at Mar. 31, 2022 | 55,308 | |||||
Balance at end of period at Mar. 31, 2022 | $ 1,072,013 | $ 58 | 383,181 | 781,290 | $ (92,939) | 423 |
Balance at end of period (in shares) at Mar. 31, 2022 | 3,077 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 55,190 | 55,190 | ||||
Balance at beginning of period at Dec. 31, 2021 | $ 1,021,714 | $ 58 | 369,760 | 733,992 | $ (83,042) | 946 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 2,944 | 2,944 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) attributable to noncontrolling interests | $ (140) | |||||
Net income attributable to the Ensign Group, Inc. | $ 108,031 | |||||
Balance at end of period (in shares) at Jun. 30, 2022 | 55,278 | 55,278 | ||||
Balance at end of period at Jun. 30, 2022 | $ 1,120,693 | $ 58 | 398,793 | 835,941 | $ (114,626) | 527 |
Balance at end of period (in shares) at Jun. 30, 2022 | 3,368 | 3,368 | ||||
Balance at beginning of period (in shares) at Mar. 31, 2022 | 55,308 | |||||
Balance at beginning of period at Mar. 31, 2022 | $ 1,072,013 | $ 58 | 383,181 | 781,290 | $ (92,939) | 423 |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 3,077 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock to employees and directors resulting from the exercise of stock options (in shares) | 223 | |||||
Issuance of common stock to employees and directors resulting from the exercise of stock options | 3,303 | 3,303 | ||||
Issuance of restricted stock, net of forfeitures (in shares) | 38 | |||||
Shares of common stock used to satisfy tax withholding obligations (in shares) | (20) | (20) | ||||
Shares of common stock used to satisfy tax withholding obligations | (1,687) | $ (1,687) | ||||
Dividends declared | (3,040) | (3,040) | ||||
Employee stock award compensation | 5,616 | 5,616 | ||||
Repurchase of common stock (Note 20) (in shares) | (271) | (271) | ||||
Repurchase of common stock (Note 20) | (20,000) | $ (20,000) | ||||
Noncontrolling interest attributable to subsidiary equity plan | 6,693 | 6,693 | ||||
Net income (loss) attributable to noncontrolling interests | 112 | 112 | ||||
Distribution to noncontrolling interest holder | (8) | (8) | ||||
Net income attributable to the Ensign Group, Inc. | $ 57,691 | 57,691 | ||||
Balance at end of period (in shares) at Jun. 30, 2022 | 55,278 | 55,278 | ||||
Balance at end of period at Jun. 30, 2022 | $ 1,120,693 | $ 58 | $ 398,793 | $ 835,941 | $ (114,626) | $ 527 |
Balance at end of period (in shares) at Jun. 30, 2022 | 3,368 | 3,368 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends per share (in dollars per share) | $ 0.0550 | $ 0.0550 | $ 0.0525 | $ 0.0525 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 107,891 | $ 100,420 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 29,534 | 27,454 |
Amortization of deferred financing fees | 505 | 420 |
Non-cash leasing arrangement | 240 | 221 |
Write-off of deferred financing fees | 566 | 0 |
Deferred income taxes | 264 | 27 |
Provision for doubtful accounts | 2,169 | 1,899 |
Stock-based compensation | 10,783 | 8,687 |
Gain on sale of assets | (2,567) | (540) |
Loss on insurance claims, legal finding and asset disposals | 4,474 | 745 |
Change in operating assets and liabilities | ||
Accounts receivable | (12,852) | (15,928) |
Prepaid income taxes | (10,884) | (7,590) |
Prepaid expenses and other assets | (3,996) | (9,476) |
Cash surrender value of life insurance policy premiums | (5,621) | (8,861) |
Deferred compensation liability | 5,617 | 8,930 |
Operating lease obligations | (547) | (131) |
Accounts payable | 2,197 | 7,725 |
Accrued wages and related liabilities | (5,162) | (9,063) |
Income taxes payable | 0 | (136) |
Other accrued liabilities | (7,471) | (1,966) |
Accrued self-insurance liabilities | 14,696 | 5,717 |
Other long-term liabilities | (23) | (157) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 129,813 | 108,397 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (37,082) | (33,795) |
Cash payments for business acquisitions (Note 9) | (16,400) | (6,000) |
Cash payments for asset acquisitions (Note 9) | (17,492) | (5,183) |
Escrow deposits | (15,571) | 0 |
Cash from insurance proceeds | 653 | 6,705 |
Cash proceeds from the sale of assets | 7,665 | 877 |
Purchases of investments | (3,518) | (23,706) |
Maturities of investments | 4,780 | 20,399 |
Other restricted assets | 369 | (159) |
NET CASH USED IN INVESTING ACTIVITIES | (76,596) | (40,862) |
Cash flows from financing activities: | ||
Proceeds from debt (Note 16) | 211 | 224 |
Payments on debt (Note 16) | (1,921) | (1,497) |
Issuance of common stock upon exercise of options | 6,071 | 6,862 |
Repurchase of shares of common stock to satisfy tax withholding obligations | (1,702) | (1,609) |
Repurchase of shares of common stock (Note 20) | (29,882) | 0 |
Dividends paid | (6,077) | (5,754) |
Proceeds from sale of subsidiary shares (Note 7) | 6,693 | 0 |
Non-controlling interest distribution | (8) | (1,889) |
Purchase of non-controlling interest | (26) | 0 |
Payments of deferred financing costs | (3,197) | 0 |
Proceeds from CARES Act Provider Relief Fund and Medicare Advance Payment Program (Note 3) | 0 | 11,538 |
Repayments of CARES Act Provider Relief Fund and Medicare Advance Payment Program (Note 3) | 0 | (113,561) |
NET CASH USED IN FINANCING ACTIVITIES | (29,838) | (105,686) |
Net increase (decrease) in cash and cash equivalents | 23,379 | (38,151) |
Cash and cash equivalents beginning of period | 262,201 | 236,562 |
Cash and cash equivalents end of period | 285,580 | 198,411 |
Cash paid during the period for: | ||
Interest | 3,950 | 2,836 |
Income taxes | 41,905 | 34,540 |
Lease liabilities | 72,919 | 67,539 |
Non-cash financing and investing activity | ||
Accrued capital expenditures | 3,800 | 3,600 |
Accrued dividends declared | 3,040 | 2,894 |
Right-of-use assets obtained in exchange for new and modified operating lease obligations | $ 194,342 | $ 112,192 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS The Company — The Ensign Group, Inc. (collectively, Ensign or the Company), is a holding company with no direct operating assets, employees or revenue. The Company, through its operating subsidiaries, is a provider of health care services across the post-acute care continuum, engaged in the ownership, acquisition, development and leasing of skilled nursing, senior living and other healthcare-related properties and other ancillary businesses. As of June 30, 2022, the Company operated 251 facilities and other ancillary operations located in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. The Company's operating subsidiaries have a collective capacity of approximately 25,500 operational skilled nursing beds and 3,000 senior living units. As of June 30, 2022, the Company operated 180 facilities under long-term lease arrangements, and had options to purchase 11 of those 180 facilities. The Company's real estate portfolio includes 100 owned real estate properties, which included 71 facilities operated and managed by the Company, 29 senior living operations leased to and operated by The Pennant Group, Inc. (Pennant) as part of the spin-off transaction that occurred in October 2019 (Spin-Off), and the Service Center location. Of those 29 senior living operations, one is located on the same real estate property as a skilled nursing facility that the Company owns and operates. Certain of the Company’s wholly-owned independent subsidiaries, collectively referred to as the Service Center, provide specific accounting, payroll, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly-owned captive insurance subsidiary that provides some claims-made coverage to the Company’s operating subsidiaries for general and professional liabilities, as well as coverage for certain workers’ compensation insurance liabilities. In January of 2022, the Company formed a captive real estate investment trust (REIT), which owns and manages its real estate business, called Standard Bearer Healthcare REIT, Inc. (Standard Bearer). The Company expects the REIT structure will provide it with an efficient vehicle for future acquisitions of properties that could be operated by Ensign affiliates or other third parties. Refer to Note 7, Standard Bearer for additional information on Standard Bearer. Each of the Company's affiliated operations are operated by separate, wholly-owned, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities in this Quarterly Report is not meant to imply, nor should it be construed as meaning that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries, are operated by The Ensign Group, Inc. Other Information — The accompanying condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 (collectively, the Interim Financial Statements) are unaudited. Certain information and note disclosures normally included in annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. Readers of the Interim Financial Statements should refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2021 which are included in the Company’s Annual Report on Form 10-K, File No. 001-33757 (the Annual Report) filed with the Securities and Exchange Commission (SEC). Management believes that the Interim Financial Statements reflect all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations in all material respects. The results of operations presented in the Interim Financial Statements are not necessarily representative of operations for the entire year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or stockholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions and balances 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 income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its condensed consolidated statements of income. The condensed consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest. Additionally, the accounts of any variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities are entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that "most significantly impacts" the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to, the VIE. On October 1, 2021, the Company deconsolidated its VIE, which was not material, as this entity no longer met the requirements for consolidation. As of June 30, 2022 and December 31, 2021, the Company had no VIEs. Reclassifications — Prior period results reflect reclassifications, for comparative purposes, related to the change in the Company's segment structure as a result of the formation of Standard Bearer. Refer to Note 8, Business Segments , for additional information related to segments. Estimates and Assumptions — The preparation of the Interim Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Interim Financial Statements relate to revenue, acquired property and equipment, intangible assets and goodwill, right-of-use assets, impairment of long-lived assets, lease liabilities, general and professional liabilities, workers' compensation and healthcare claims included in accrued self-insurance liabilities, and income taxes. Actual results could differ from those estimates. Fair Value of Financial Instruments — The Company’s financial instruments consist principally of cash and cash equivalents, debt security investments, accounts receivable, insurance subsidiary deposits, accounts payable and borrowings. The Company believes all of the financial instruments’ recorded values approximate fair values because of their nature or respective short durations. Contracts insuring the lives of certain employees who are eligible to participate in non-qualified deferred compensation plans are held in a rabbi trust. Cash surrender value of the contracts is based on funds that shadow the investment allocations specified by participants in the deferred compensation plan. The fair value of the investment funds is derived using Level 2 inputs. See Note 6, Fair Value Measurements. Service Revenue Recognition — The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). See Note 4, Revenue and Accounts Receivable. Rental Revenue Recognition — The Company recognizes rental revenue for operating leases on a straight-line basis over the lease term when collectability of all minimum lease payments is probable in accordance with FASB ASC Topic 842, Leases (ASC 842). See Note 4, Revenue and Accounts Receivable. Accounts Receivable — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans and private payor sources, net of estimates for variable consideration. Property and Equipment — Property and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three Leases and Leasehold Improvements — The Company leases skilled nursing facilities, senior living facilities and commercial office space. The Company determines if an arrangement is a lease at the inception of each lease. Leases commencing prior to the ASC 842 adoption date were classified as operating lease under historical guidance. As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well. For leases commencing subsequent to the ASC 842 adoption date, the Company performs an evaluation to determine whether the lease should be classified as an operating or finance lease at the inception of the lease. As of June 30, 2022, the Company does not have any leases that are classified as finance leases. Rights and obligations of operating leases are included as right-of-use assets, current lease liabilities and long-term lease liabilities on the Company's condensed consolidated balance sheets. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future lease payments. The Company utilized a third-party valuation specialist to assist in estimating the incremental borrowing rate. The Company records rent expense for operating leases on a straight-line basis over the term of the lease. The lease term used for straight-line rent expense is calculated from the date the Company is given control of the leased premises through the end of the lease term. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The lease term used for this evaluation also provides the basis for establishing depreciable lives for buildings subject to lease and leasehold improvements. The Company's real estate leases generally have initial lease terms of ten years or more and typically include one or more options to renew, with renewal terms that generally extend the lease term for an additional ten Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. Management has evaluated its long-lived assets and determined there was no impairment during the three and six months ended June 30, 2022 and 2021. Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of patient base, facility trade names and customer relationships. Patient base is amortized over a period of four The Company's indefinite-lived intangible assets consist of trade names, and Medicare and Medicaid licenses. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances indicate that its carrying value may not be recoverable. The Company performs its annual test for impairment during the fourth quarter of each year. The Company did not identify any goodwill or intangible asset impairment during the three and six months ended June 30, 2022 and 2021. Self-Insurance — The Company is partially self-insured for general and professional liability claims up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. The combined self-insured retention is $500 per claim, subject to an additional one-time deductible of $1,000 for California affiliated operations and a separate, one-time, deductible of $1,250 for non-California operations. For all affiliated operations, except those located in Colorado, the third-party coverage above these limits is $1,000 per claim, $3,000 per operation, with a $5,000 blanket aggregate limit and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits is $1,000 per claim and $3,000 per operation, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The majority of the self-insured retention and deductible limits for general and professional liabilities and workers' compensation liabilities are self-insured through the captive insurance subsidiary, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The captive insurance subsidiary is subject to certain statutory requirements as an insurance provider. The Company’s policy is to accrue amounts equal to the actuarial estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $76,145 and $66,158 as of June 30, 2022 and December 31, 2021, respectively. The Company’s operating subsidiaries are self-insured for workers’ compensation liabilities in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $625 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and the Company has purchased individual stop-loss coverage that insures individual claims that exceed $750 per occurrence. The Company’s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 per occurrence. In the state of Washington, the Company is self insured and has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. For all of the self insured plans and retention, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $28,365 and $27,335 as of June 30, 2022 and December 31, 2021, respectively. In addition, the Company has recorded an asset and equal liability of $8,440 and $6,755 as of June 30, 2022 and December 31, 2021, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 13, Restricted and Other Assets. The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $525 for each covered person for fiscal year 2022. The Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $13,571 and $9,891 as of June 30, 2022 and December 31, 2021, respectively. The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and while management believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company’s actual liabilities exceed its estimates of losses, its future earnings, cash flows and financial condition would be adversely affected. Income Taxes — Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets; however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ. Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its condensed consolidated statements of income. Net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. Stock-Based Compensation — The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grants and other variables. Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management and certain standards are under consideration. Recent Accounting Standards Adopted by the Company — In November 2021, the FASB issued ASU 2021-10 “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, ” which created FASB ASC Topic 832, Government Assistance (ASC 832) . ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Accounting Standards Recently Issued but Not Yet Adopted by the Company — In February 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848)," |
COVID-19 Update
COVID-19 Update | 6 Months Ended |
Jun. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 UPDATE | COVID-19 UPDATE The COVID-19 pandemic has continued to impact the Company's affiliated operations. In prior years, as part of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the CARES Act), the Company received cash distributions of relief fund payments (Provider Relief Funds) and funds authorized by U.S. Department of Health and Human Services (HHS) to be used to protect residents of nursing homes and long-term care (LTC) facilities from the impact of COVID-19 . During the three and six months ended June 30, 2022, the Company did not receive Provider Relief Funds. During the three and six months ended June 30, 2021, the Company received and returned $2,399 and $11,538, respectively, in Provider Relief Funds. The Company may continue to receive additional funding in future periods. In fiscal year 2020, the Company applied for and received $105,255 through the Medicare Accelerated and Advance Payment Program under the CARES Act. The purpose of the program is to assist in providing needed liquidity to care delivery providers. The Company repaid $3,232 of the funds in 2020. In March 2021, the Company repaid the remaining funds of $102,023. The Family First Coronavirus Response Act was signed into law in 2020 to provide a temporary 6.2% increase to the Federal Medical Assistance Percentage (FMAP) effective January 1, 2020. The law permits states to retroactively change their state's Medicaid program rates effective as of January 1, 2020. The law provides discretion to each state and specifies the funds are to be used to reimburse the recipient for healthcare related expenses that are attributable to COVID-19 and associated with providing patient care. In addition, increases in Medicaid rates can come from other areas of the state's budget outside of FMAP funding. Revenues from these additional payments are recognized in accordance with ASC 606, subject to variable consideration constraints. In certain operations where the Company received additional payments that exceeded expenses incurred related to COVID-19, the Company characterized such payments as variable revenue that required additional consideration and accordingly, the amount of state relief revenue recognized is limited to the actual COVID-19 related expenses incurred. As of June 30, 2022 and December 31, 2021, the Company had $4,356 and $1,781 in unapplied state relief funds, respectively. During the three and six months ended June 30, 2022, the Company received an additional $27,345 and $44,662 in state relief funding and recognized $24,489 and $42,088, respectively, as revenue. During the three and six months ended June 30, 2021, the Company received an additional $16,776 and $32,421 in state relief funding and recognized $16,692 and $33,157, respectively, as revenue. The CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Company recorded $48,309 of deferred payments of social security taxes as a liability during 2020. The Company paid $24,154 during the year ended December 31, 2021 and the remaining short-term balance of $24,155 is included in accrued wages and related liabilities within the condensed consolidated balance sheets as of June 30, 2022. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND ACCOUNTS RECEIVABLE | REVENUE AND ACCOUNTS RECEIVABLE Service Revenue The Company's service revenue is derived primarily from providing healthcare services to its patients. 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 insurers (private and Medicare replacement plans), in exchange for providing patient care. The healthcare services in skilled 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. Additionally, there may be ancillary services which are not included in the daily 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 on a per day basis, 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 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 revenue in the period such variances become known. Revenue from the Medicare and Medicaid programs accounted for 73.4% of all service revenue for both the three and six months ended June 30, 2022 and 73.1% and 73.6% for the three and six months ended June 30, 2021, respectively. Settlements with Medicare and Medicaid payors for retroactive adjustments due to audits and reviews are considered variable consideration and are included in the determination of the estimated transaction price. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity. Consistent with healthcare industry practices, any changes to these revenue estimates are recorded in the period the change or adjustment becomes known based on the final settlement. The Company recorded adjustments to revenue which were not material to the Company's revenue for the three and six months ended June 30, 2022 and 2021. Rental Revenue The Company's rental revenues are primarily generated by leasing healthcare-related properties through triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. Revenue is recognized on a straight-line basis over the lease term if it has been deemed probable of collection. The Company has elected the single component practical expedient, which allows a lessor, by class of underlying asset, not to allocate the total consideration to the lease and non-lease components based on their relative stand-alone selling prices where certain criteria are met. Tenant reimbursements related to property taxes and insurance are neither considered lease nor non-lease components under the new lease standards. Lessee payments for taxes and insurance paid directly to a third party, on behalf of the Company, are excluded from variable lease payments and rental revenue in the Company’s condensed consolidated statements of income. Otherwise, tenant reimbursements for taxes and insurance that are paid by the Company directly to a third party are classified as additional rental revenue and expense and recognized by the Company on a gross basis. Disaggregation of Revenue The Company disaggregates revenue from contracts with its patients by payors. The Company determines 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. Revenue by Payor The Company’s revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to individual patients, adjusted for estimates for variable consideration. For patients under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts or rates, adjusted for estimates for variable consideration, on a per patient, daily basis or as services are performed. Service revenue for the three and six months ended June 30, 2022 and 2021 is summarized in the following tables: Three Months Ended June 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 294,128 40.4 % $ 251,455 39.6 % Medicare 190,494 26.2 170,008 26.8 Medicaid — skilled 49,763 6.8 42,740 6.7 Total Medicaid and Medicare 534,385 73.4 464,203 73.1 Managed care 128,587 17.7 112,963 17.8 Private and other (2) 65,375 8.9 57,443 9.1 SERVICE REVENUE $ 728,347 100.0 % $ 634,609 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 560,476 39.0 % $ 482,813 38.4 % Medicare 398,905 27.7 360,311 28.6 Medicaid — skilled 95,712 6.7 82,733 6.6 Total Medicaid and Medicare 1,055,093 73.4 925,857 73.6 Managed care 256,373 17.8 221,308 17.6 Private and other (2) 126,037 8.8 110,720 8.8 SERVICE REVENUE $ 1,437,503 100.0 % $ 1,257,885 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. In addition to the service revenue above, the Company's rental revenue derived from triple-net lease arrangements with third parties was $4,139 and $8,428, respectively, for the three and six months ended June 30, 2022 and $3,927 and $7,904, respectively, for the three and six months ended June 30, 2021. Balance Sheet Impact Included in the Company’s condensed consolidated balance sheets are contract balances, 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. The Company had no material contract liabilities and contract assets as of June 30, 2022 and December 31, 2021, or activity during the three and six months ended June 30, 2022 and 2021. Accounts receivable as of June 30, 2022 and December 31, 2021, is summarized in the following table: June 30, 2022 December 31, 2021 Medicaid $ 125,348 $ 123,647 Managed care 86,995 79,722 Medicare 58,067 59,797 Private and other payors 76,418 76,778 346,828 339,944 Less: allowance for doubtful accounts (7,827) (11,213) ACCOUNTS RECEIVABLE, NET $ 339,001 $ 328,731 Practical Expedients and Exemptions As the Company’s contracts with its patients 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 |
Computation of Net Income Per C
Computation of Net Income Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
COMPUTATION OF NET INCOME PER COMMON SHARE | COMPUTATION OF NET INCOME PER COMMON SHARE Basic net income per share is computed by dividing income from operations attributable to stockholders of The Ensign Group, Inc. by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR: Net income $ 57,803 $ 50,583 $ 107,891 $ 100,420 Less: net (loss) income attributable to noncontrolling interests 112 1,158 (140) 1,789 Net income attributable to The Ensign Group, Inc. $ 57,691 $ 49,425 $ 108,031 $ 98,631 DENOMINATOR: Weighted average shares outstanding for basic net income per share 54,906 54,468 54,788 54,331 Basic net income per common share: $ 1.05 $ 0.91 $ 1.97 $ 1.82 A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR: Net income $ 57,803 $ 50,583 $ 107,891 $ 100,420 Less: net (loss) income attributable to noncontrolling interests 112 1,158 (140) 1,789 Net income attributable to The Ensign Group, Inc. $ 57,691 $ 49,425 $ 108,031 $ 98,631 DENOMINATOR: Weighted average common shares outstanding 54,906 54,468 54,788 54,331 Plus: incremental shares from assumed conversion (1) 1,947 2,529 2,074 2,614 Adjusted weighted average common shares outstanding 56,853 56,997 56,862 56,945 Diluted net income per common share: $ 1.01 $ 0.87 $ 1.90 $ 1.73 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 789 and 697 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of cash and cash equivalents of $285,580 and $262,201 as of June 30, 2022 and December 31, 2021, respectively, is derived using Level 1 inputs. The Company's other financial assets include contracts insuring the lives of certain employees who are eligible to participate in non-qualified deferred compensation plans which are held in a rabbi trust. The cash surrender value of these contracts is based on funds that shadow the investment allocations specified by participants in the deferred compensation plan. As of June 30, 2022, and December 31, 2021, the fair value of the investment funds of $23,151 and $17,530, respectively, is derived using Level 2 inputs. The investment funds are included in restricted and other assets in the condensed consolidated balance sheets. See Note 13, Restricted and Other Assets. The Company's non-financial assets, which includes goodwill, intangible assets, property and equipment and right-of-use assets, are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, the Company assesses its long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value. Debt Security Investments - Held to Maturity As of June 30, 2022 and December 31, 2021, the Company had approximately $49,068 and $50,330, respectively, in debt security investments which were classified as held to maturity and carried at amortized cost. The carrying value of the debt securities approximates fair value based on Level 1 inputs. The Company has the intent and ability to hold these debt securities to maturity. Further, as of June 30, 2022, the debt security investments were held in AA, A and BBB r ated de bt securities. The Company believes its debt security investments and investment funds that were in an unrealized loss position as of June 30, 2022 were not other-than-temporarily impaired, nor has any event occurred subsequent to that date that would indicate any other-than-temporary impairment. |
Standard Bearer
Standard Bearer | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Standard Bearer | STANDARD BEARER Standard Bearer's real estate portfolio consists of 95 of the Company's 100 owned real estate properties, of which 67 are operated and managed by the Company and 29 are leased to and operated by Pennant. Of those 29 senior living operations, one is located on the same real estate property as a skilled nursing facility that the Company owns and operates. Standard Bearer intends to qualify and elect to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ending December 31, 2022. During the six months ended June 30, 2022, Standard Bearer acquired the real estate of two skilled nursing facilities for a purchase price of $17,412, both of which are operated and managed by Ensign's affiliated operations. Refer to Note 9, Operation Expansions for additional information. Subsequent to June 30, 2022, Standard Bearer expanded its real estate portfolio with the addition of five skilled nursing properties and one campus property for a total purchase price of $47,900. As part of the formation of Standard Bearer, certain of the Company's operating subsidiaries, Standard Bearer and Standard Bearer's subsidiaries entered into several agreements that include leasing, management services and debt arrangements between the operations. As these intercompany arrangements were entered into when Standard Bearer was formed in January 2022, the transactions related to these agreements are reflected in Standard Bearer's segment income during three and six months ended June 30, 2022. All intercompany transactions have been eliminated in consolidation. Refer to Note 8, Business Segments , for additional information related to these intercompany eliminations as well as Standard Bearer as a reportable segment. Intercompany master lease agreements Certain of the Company's operating subsidiaries and the 67 Standard Bearer subsidiaries entered into five "triple-net" master lease agreements (collectively, the Standard Bearer Master Leases) in January 2022. The lease periods range from 15 to 19 years with three five-year renewal options beyond the initial term, on the same terms and conditions. The rent structure under the Standard Bearer Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the operating subsidiaries are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties; (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The two real estate properties acquired during six months ended June 30, 2022 were added to the Standard Bearer Master Leases. Rental revenue generated from Ensign affiliated operations was $13,894 and $27,319, respectively, for the three and six months ended June 30, 2022 and $10,784 and $21,375, respectively, for the three and six months ended June 30, 2021. Intercompany management agreement Standard Bearer has no employees. The Service Center provides personnel and services to Standard Bearer pursuant to the management agreement between Standard Bearer and the Service Center. The management agreement provides for a base management fee that is equal to 5% of total rental revenue and an incentive management fee that is equal to 5% of funds from operations (FFO) and is capped at 1% of total rental revenue. Management fee generated between Standard Bearer and the Service Center for the three and six months ended June 30, 2022 was $1,056 and $2,078, respectively, both of which represent 6% of total Standard Bearer rental revenue. No management fees were recorded in 2021, which was prior to the formation of Standard Bearer. Intercompany debt arrangements Standard Bearer obtains its funding through various sources including operating cash flows, access to debt arrangements and intercompany loans. The intercompany debt arrangements include mortgage loans and the Revolving Credit Facility to fund acquisitions and working capital needs. The interest rate under the Amended Credit Agreement is a base rate plus a margin ranging from 0.25% to 1.25% per annum or SOFR plus a margin range from 1.25% to 2.25% per annum. In addition, as the Department of Housing and Urban Development (HUD) mortgage loans and promissory notes are entered into by real estate subsidiaries of Standard Bearer, the interest expense incurred from these debts are included in Standard Bearer's segment income. Refer to Note 16, Debt , for additional information related to these debts. Equity Instrument Denominated in the Shares of a Subsidiary As part of the formation of Standard Bearer in January of 2022, the Company established the Standard Bearer Healthcare REIT, Inc. 2022 Omnibus Incentive Plan (Standard Bearer Equity Plan). The Company may grant stock options and restricted stock awards under the Standard Bearer Equity Plan to employees and management of Ensign's affiliated subsidiaries. These awards generally vest over a period of five years or upon the occurrence of certain prescribed events. The value of the stock options and restricted stock awards is tied to the value of the common stock of Standard Bearer, which is determined based on an independent valuation of Standard Bearer. The awards can be put to the Company at various prescribed dates, which in no event is earlier than six months after vesting of the restricted awards or exercise of the stock options. The Company can also call the awards, generally upon employee termination. During the three months ended June 30, 2022, Standard Bearer sold fully vested common shares from the Standard Bearer Equity Plan to shareholders for cash of $6,544. During the three and six months ended June 30, 2022, the Company did not grant any stock options nor restricted shares under the Standard Bearer Equity Plan. During the three months ended June 30, 2022, Standard Bearer established shareholders of its preferred shares through contributions of cash of $149. These preferred shares were fully vested at the time of the contributions by the shareholders. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS In conjunction with the formation Standard Bearer in January 2022, the Company's Chief Executive Officer, who is its chief operating decision maker, or CODM, began reviewing the results of Standard Bearer instead of all real estate properties. Accordingly, the Company revised its former real estate segment to include only real estate properties that are part of Standard Bearer. This change in organizational structure demonstrates that Standard Bearer's real estate is a core part of the Company's expansion of its real estate investment strategy. As of the first quarter of 2022, the Company has two reportable segments: (1) skilled services, which includes the operation of skilled nursing facilities and rehabilitation therapy services and (2) Standard Bearer, which is comprised of selected real estate properties owned by Standard Bearer and leased to skilled nursing and senior living operators. Segment information for prior periods has been recast to reflect the change of the Company’s segment structure. As of June 30, 2022, the skilled services segment includes 215 skilled nursing operations and 25 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. The Company's Standard Bearer segment consists of 95 owned real estate properties. These properties include 67 operations the Company operated and managed and 29 senior living operations that are leased to and operated by third parties. Of the 29 real estate operations leased to third parties, one senior living operation is located on the same real estate property as a skilled nursing facility that the Company owns and operates. The Company also reports an “All Other” category that includes results from its senior living operations, which includes eleven stand-alone senior living operations and the senior living operations at 25 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. In addition, the "All Other" category includes mobile diagnostics, medical transportation, other real estate and other ancillary operations. Services included in the “All Other” category are insignificant individually, and therefore do not constitute a reportable segment. The Company’s reportable segments are significant operating segments that offer differentiated services. The Company's CODM reviews financial information for each operating segment to evaluate performance and allocate capital resources. This structure reflects its current operational and financial management and provides the best structure to maximize the quality of care and investment strategy provided, while maintaining financial discipline. The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below. The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies . Intercompany revenue is eliminated in consolidation, along with corresponding intercompany expenses. Segment income and loss is defined as profit or loss from operations before provision for income taxes, excluding gain or loss from sale of real estate, insurance recoveries and impairment charges from operations. Included in segment income for Standard Bearer is expense for intercompany services provided by the Service Center as described in Note 7, Standard Bearer , as it is part of the CODM financial information. The following tables set forth financial information for the segments: Three Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 702,478 $ — $ 28,787 $ (2,918) $ 728,347 Rental revenue (3) — 17,598 1,832 (15,291) 4,139 TOTAL REVENUE $ 702,478 $ 17,598 $ 30,619 $ (18,209) $ 732,486 Segment income (loss) 102,266 6,838 (38,614) — 70,490 Gain on sale of assets 2,467 Income before provision for income taxes $ 72,957 Depreciation and amortization 8,113 5,216 1,529 — 14,858 Interest expense (4) $ — $ 3,743 $ 889 $ (1,944) $ 2,688 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. The intercompany interest expense is eliminated in the "Intercompany Elimination" column. Three Months Ended June 30, 2021 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 612,882 $ — $ 23,428 $ (1,701) $ 634,609 Rental revenue (3) — 14,214 1,817 (12,104) 3,927 TOTAL REVENUE $ 612,882 $ 14,214 $ 25,245 $ (13,805) $ 638,536 Segment income (loss) 90,010 7,906 (33,575) — 64,341 Income before provision for income taxes $ 64,341 Depreciation and amortization 7,703 4,248 1,844 — 13,795 Interest expense $ — $ 1,634 $ — $ 1,634 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. Six Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,389,249 $ — $ 54,254 $ (6,000) $ 1,437,503 Rental revenue (3) — 34,791 3,695 (30,058) 8,428 TOTAL REVENUE $ 1,389,249 $ 34,791 $ 57,949 $ (36,058) $ 1,445,931 Segment income (loss) 200,522 13,738 (77,544) — 136,716 Gain on sale of assets 2,467 Income before provision for income taxes $ 139,183 Depreciation and amortization 16,014 10,237 3,283 — 29,534 Interest expense (4) $ — $ 7,305 $ 1,247 $ (3,796) $ 4,756 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. The intercompany interest expense is eliminated in the "Intercompany Elimination" column. Six Months Ended June 30, 2021 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,213,918 $ — $ 47,347 $ (3,380) $ 1,257,885 Rental revenue (3) — 28,283 3,627 (24,006) 7,904 TOTAL REVENUE $ 1,213,918 $ 28,283 $ 50,974 $ (27,386) $ 1,265,789 Segment income (loss) 178,941 15,619 (67,873) — 126,687 Gain on sale of assets 440 Income before provision for income taxes $ 127,127 Depreciation and amortization 15,178 8,403 3,873 — 27,454 Interest expense $ — $ 3,275 $ — $ — $ 3,275 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. Service revenue by major payor source were as follows: Three Months Ended June 30, 2022 Skilled Services All Other Total Service Revenue Revenue % Medicaid (1) $ 287,827 $ 6,301 $ 294,128 40.4 % Medicare 190,494 — 190,494 26.2 Medicaid-skilled 49,763 — 49,763 6.8 Subtotal 528,084 6,301 534,385 73.4 Managed care 128,587 — 128,587 17.7 Private and other (2) 45,807 19,568 65,375 8.9 TOTAL SERVICE REVENUE $ 702,478 $ 25,869 $ 728,347 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Three Months Ended June 30, 2021 Skilled Services All Other Total Service Revenue Revenue % Medicaid (1) $ 247,671 $ 3,784 $ 251,455 39.6 % Medicare 170,008 — 170,008 26.8 Medicaid-skilled 42,740 — 42,740 6.7 Subtotal 460,419 3,784 464,203 73.1 Managed care 112,963 — 112,963 17.8 Private and other (2) 39,500 17,943 57,443 9.1 TOTAL SERVICE REVENUE $ 612,882 $ 21,727 $ 634,609 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2022 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 549,414 $ 11,062 $ 560,476 39.0 % Medicare 398,905 — 398,905 27.7 Medicaid-skilled 95,712 — 95,712 6.7 Subtotal 1,044,031 11,062 1,055,093 73.4 Managed care 256,373 — 256,373 17.8 Private and other (2) 88,845 37,192 126,037 8.8 TOTAL SERVICE REVENUE $ 1,389,249 $ 48,254 $ 1,437,503 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2021 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 475,412 $ 7,401 $ 482,813 38.4 % Medicare 360,311 — 360,311 28.6 Medicaid-skilled 82,733 — 82,733 6.6 Subtotal 918,456 7,401 925,857 73.6 Managed care 221,308 — 221,308 17.6 Private and other (2) 74,154 36,566 110,720 8.8 TOTAL SERVICE REVENUE $ 1,213,918 $ 43,967 $ 1,257,885 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. In addition to the service revenue above, the Company's rental revenue derived from triple-net lease arrangements with third parties is $4,139 and $8,428, respectively, for the three and six months ended June 30, 2022 and $3,927 and $7,904, respectively, for the three and six months ended June 30, 2021. This revenue is included in both Standard Bearer and the all other category. |
Operation Expansions
Operation Expansions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Operation Expansions | OPERATION EXPANSIONS The Company's subsidiaries expansion focus is to purchase or lease operations that are complementary to the current affiliated operations, accretive to the business, or otherwise advance the Company's strategy. The results of all 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. The Company's affiliated operations also enter into long-term leases that may include options to purchase the facilities. As a result, from time to time, a real estate affiliated subsidiary will acquire the property of facilities that have previously been operated under third-party leases. FASB ASC Topic 805, Clarifying the Definition of a Business (ASC 805) defined the definition of a business to assist entities with evaluating when a set of transferred assets and activities is deemed to be a business. Determining whether a transferred set constitutes a business is important because the accounting for a business combination differs from that of an asset acquisition. The definition of a business also affects the accounting for dispositions. When substantially all of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. 2022 Expansions During the six months ended June 30, 2022, the Company expanded its operations through a combination of long-term leases and real estate purchases, with the addition of four stand-alone skilled nursing operations. Of these additions, Standard Bearer acquired the real estate of two of the stand-alone skilled nursing operations, which were leased back to Ensign affiliated entities. Refer to Note 7, Standard Bearer, for additional information on the purchase of real estate properties. In addition, the Company added five senior living operations that were transferred from Pennant, three of which are part of campuses operated by the Company's affiliated operating subsidiaries. These new operations added a total of 453 operational skilled nursing beds and 633 operational senior living units to be operated by the Company's affiliated operating subsidiaries. The Company also invested in new ancillary services that are complementary to its existing businesses. The aggregate purchase price for these expansions during the six months ended June 30, 2022 was $33,892 . In connection with the new operations made through long-term leases, the Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The Company entered into a separate operations transfer agreement with the prior operator as part of each transaction. The aggregate purchase price for the transactions that were classified as asset acquisitions during the six months ended June 30, 2022 was $17,492, consisting of real estate properties and indefinite-lived intangible assets. The remaining aggregate purchase price for transactions during the six months ended June 30, 2022 is concentrated in goodwill of $16,400 and accordingly, the transactions were classified as business combinations. Subsequent to June 30, 2022, the Company expanded its operations through a combination of long-term leases and real estate purchases, with the addition of seven stand-alone skilled nursing operations and one campus operation. Of these additions, Standard Bearer acquired the real estate of three of these operations, which were leased back to Ensign affiliated entities. These new operations added 1,100 operational skilled nursing beds and 61 operational senior living units to be operated by the Company's affiliated operating subsidiaries. In addition, the Company purchased the real estate at three skilled nursing properties that the Company was already operating, further expanding the Company's real estate portfolio. The aggregate purchase price for these expansions was $47,900. 2021 Expansions During the six months ended June 30, 2021, the Company expanded its operations through a combination of long-term leases and a real estate purchase, with the addition of twelve stand-alone skilled nursing operations. Of these additions, one is related to the purchase of real estate property, further expanding the Company's real estate portfolio. These new operations added a total of 1,263 operational skilled nursing beds operated by the Company's affiliated operating subsidiaries. The aggregate purchase price for these acquisitions during the six months ended June 30, 2021 was $11,183. In connection with the new operations made through long-term leases, the Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The Company entered into a separate operations transfer agreement with the prior operator as part of each transaction. The fair value of assets for nine of the acquisitions was concentrated in property and equipment and as such, these transactions were classified as asset acquisitions. The aggregate purchase price for the asset acquisitions during the six months ended June 30, 2021 was $5,183. The fair value of assets for the remaining four additions was concentrated in goodwill of $6,000 and as such, the transaction was classified as a business combination. The Company’s acquisition strategy has been focused on identifying both opportunistic and strategic acquisitions within its target markets that offer strong opportunities for return. The operations added by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming operations, is often inadequate, inaccurate or unavailable. Consequently, the Company believes that prior operating results are not a meaningful representation of the Company’s current operating results or indicative of the integration potential of its newly acquired operating subsidiaries. The assets added during the six months ended June 30, 2022 were not material operations to the Company individually or in the aggregate. Accordingly, pro forma financial information is not presented. These additions have been included in the June 30, 2022 condensed consolidated balance sheets of the Company, and the operating results have been included in the condensed consolidated statements of operations of the Company since the date the Company gained effective control. |
Property and Equipment _ Net
Property and Equipment — Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT— Net | PROPERTY AND EQUIPMENT - NET Property and equipment, net consists of the following: June 30, 2022 December 31, 2021 Land $ 121,381 $ 121,164 Buildings and improvements 669,215 646,221 Leasehold improvements 145,522 140,012 Equipment 279,231 262,246 Furniture and fixtures 4,373 4,305 Construction in progress 11,000 10,253 1,230,722 1,184,201 Less: accumulated depreciation (322,494) (295,767) PROPERTY AND EQUIPMENT, NET $ 908,228 $ 888,434 The Company completed the sale of assets for a sale price of $7,707 and recorded a gain of $2,567 within the Company's condensed consolidated statement of income as cost of services during the three months ended June 30, 2022. See also Note 7, Standard Bearer and Note 9, Operation Expansions for information on acquisitions during the six months ended June 30, 2022. |
Intangible Assets _ Net
Intangible Assets — Net | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS — NET | INTANGIBLE ASSETS - NET June 30, 2022 December 31, 2021 Weighted Average Life (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Assembled occupancy 0.4 $ 196 $ (196) $ — $ 68 $ (68) $ — Facility trade name 30.0 733 (403) 330 733 (391) 342 Customer relationships 18.4 4,582 (2,377) 2,205 4,582 (2,272) 2,310 TOTAL $ 5,511 $ (2,976) $ 2,535 $ 5,383 $ (2,731) $ 2,652 During the three and six months ended June 30, 2022, amortization expense was $418 and $822, respectively, of which $288 and $577 was related to the amortization of right-of-use assets, respectively. Amortization expense was $363 and $724, respectively, of which $290 and $580 was related to the amortization of right-of-use assets for the three and six months ended June 30, 2021, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 117 2023 234 2024 234 2025 234 2026 234 2027 234 Thereafter 1,248 $ 2,535 |
Goodwill and Other Indefinite-L
Goodwill and Other Indefinite-Lived Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS The Company tests goodwill during the fourth quarter of each year or more often if events or circumstances indicate there may be impairment. The Company performs its analysis for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment, in accordance with the provisions of FASB ASC Topic 350, Intangibles—Goodwill and Other (ASC 350). This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a goodwill impairment test by comparing the carrying value of each reporting unit to its respective fair value. The Company determines the estimated fair value of each reporting unit using a discounted cash flow analysis. The fair value of the reporting unit is the implied fair value of goodwill. In the event a reporting unit's carrying value exceeds its fair value, an impairment loss will be recognized. An impairment loss is measured by the difference between the carrying value of the reporting unit and its fair value. The Company anticipates that the majority of total goodwill recognized will be fully deductible for tax purposes as of June 30, 2022. Provided that goodwill corresponds to the acquisition of a business and not merely the acquisition of real estate property, the Company's Standard Bearer segment appropriately does not carry a goodwill balance. The following table represents activity in goodwill by skilled service segment and "all other" category as of and for the six months ended June 30, 2022: Goodwill Skilled Services All Other Total January 1, 2022 $ 51,486 $ 8,983 $ 60,469 Additions 16,400 — 16,400 June 30, 2022 $ 67,886 $ 8,983 $ 76,869 Other indefinite-lived intangible assets consist of the following: June 30, 2022 December 31, 2021 Trade name $ 889 $ 889 Medicare and Medicaid licenses 2,918 2,838 TOTAL $ 3,807 $ 3,727 |
Restricted and Other Assets
Restricted and Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
RESTRICTED AND OTHER ASSETS | RESTRICTED AND OTHER ASSETS Restricted and other assets consist of the following: June 30, 2022 December 31, 2021 Debt issuance costs, net $ 4,195 $ 1,953 Long-term insurance losses recoverable asset 8,440 6,755 Deposits with landlords 14,725 13,705 Capital improvement reserves with landlords and lenders 6,499 7,103 Deferred compensation plan investments 23,151 17,530 RESTRICTED AND OTHER ASSETS $ 57,010 $ 47,046 Included in restricted and other assets as of June 30, 2022 and December 31, 2021 are anticipated insurance recoveries related to the Company's workers' compensation liabilities and general and professional liability reserves that are recorded on a gross rather than net basis in accordance with GAAP. The Company implemented a non-qualified deferred compensation plan (the DCP) that was effective in 2019 for certain employees and was expanded to other employees in 2020. The DCP allows for the employee deferrals to be deposited into a rabbi trust and these funds are generally invested in individual variable life insurance contracts owned by the Company that are specifically designed to fund the deferrals. The cash surrender value of the insurance contracts is based on funds that shadow the investment allocations specified by participants in the deferred compensation plan. For the three and six months ended June 30, 2022, the Company recorded a loss on these investments of $3,313 and $4,515, respectively, which is included in other (expense) income, net. During the same periods, the Company recorded an offsetting reduction in expense of $3,300 and $4,511, respectively, allocated between cost of services and general and administrative expenses. |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES Other accrued liabilities consists of the following: June 30, 2022 December 31, 2021 Quality assurance fee $ 6,669 $ 6,474 Refunds payable 36,912 34,814 Resident advances 6,273 9,337 Unapplied state relief funds 4,356 1,781 Cash held in trust for patients 5,757 6,430 Dividends payable 3,040 3,035 Property taxes 7,670 9,124 Legal finding accrued 3,626 — Other 11,490 18,415 OTHER ACCRUED LIABILITIES $ 85,793 $ 89,410 Quality assurance fee represents the aggregate of amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Resident advances occur when the Company receives payments in advance of services provided. Resident deposits include refundable deposits to patients. Cash held in trust for patients reflects monies received from or on behalf of patients. Maintaining a trust account for patients is a regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax expense of $31,292 and $26,707 during the six months ended June 30, 2022 and 2021, respectively, or 22.5% of earnings before income taxes for the six months ended June 30, 2022, compared to 21.0% for the six months ended June 30, 2021. The effective tax rate for both periods is driven by the impact of excess tax benefits from stock-based compensation, offset by non-deductible expenses including non-deductible compensation. Th e Company is not currently under examination by any major income tax jurisdiction. During 2022, the statutes of limitations will lapse on the Company's 2018 Federal tax year and certain 2017 and 2018 state tax years. The Company does not believe the Federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next twelve months. The net balance of unrecognized tax benefits was not material to the Interim Financial Statements for the six months ended June 30, 2022 and 2021. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consists of the following: June 30, 2022 December 31, 2021 Mortgage loans and promissory notes $ 158,258 $ 159,967 Less: current maturities (3,944) (3,760) Less: debt issuance costs, net (3,209) (3,324) LONG-TERM DEBT LESS CURRENT MATURITIES $ 151,105 $ 152,883 Credit Facility with a Lending Consortium Arranged by Truist The Company maintains a revolving credit facility between the Company and its subsidiaries, including Standard Bearer as co-borrowers, and Truist Securities (Truist) (the Revolving Credit Facility). Borrowings are supported by a lending consortium arranged by Truist. On April 8, 2022, the Company and its subsidiaries, including Standard Bearer, entered into the Amended Credit Agreement, which amended the Revolving Credit Facility to increase the revolving line of credit from $350,000 to $600,000 in aggregate principal amount. The Amended Credit Agreement also extended the maturity date of the Revolving Credit Facility to April 8, 2027 and modified the reference rate from LIBOR to SOFR. The interest rates applicable to loans under the Amended Credit Facility are, at the Company's option, equal to either a base rate plus a margin ranging from 0.25% to 1.25% per annum or SOFR plus a margin range from 1.25% to 2.25% per annum, based on the Consolidated Total Net Debt to Consolidated EBITDA ratio (as defined in the agreement). In addition, the Company and its subsidiaries, including Standard Bearer, will pay a commitment fee on the unused portion of the commitments that will range from 0.20% to 0.40% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio. Except as set forth in the Amended Credit Facility, all other terms and conditions of the Credit Facility remained in full force and effect as described below. As part of the entry into the Amended Credit Agreement, deferred financing costs of $566 were written off and additional deferred financing costs of $3,197 were capitalized during the three months ended June 30, 2022. Borrowings made under the Revolving Credit Facility are guaranteed, jointly and severally, by certain of the Company’s wholly-owned subsidiaries, and are secured by a pledge of stock of the Company's material operating subsidiaries as well as a first lien on substantially all of their personal property. The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Under the Amended Credit Agreement, the Company must comply with financial maintenance covenants to be tested quarterly, consisting of (i) a maximum consolidated total net debt to consolidated EBITDA ratio (which shall not be greater than 3.00:1.00; provided that if the aggregate consideration for approved acquisitions in a six month period is greater than $50,000, then the ratio can be increased at the election of the Company with notice to the administrative agent to 3.50:1.00 for the first fiscal quarter and the immediately following three fiscal quarters), and (ii) a minimum interest/rent coverage ratio (which cannot be less than 1.50:1.00). As of June 30, 2022, and July 27, 2022, there was no outstanding debt under the Revolving Credit Facility. The Company was in compliance with all loan covenants as of June 30, 2022. Mortgage Loans and Promissory Notes As of June 30, 2022, the Company's operating subsidiaries had $158,258 outstanding under the mortgage loans and notes, of which $3,944 is classified as short-term and the remaining $154,314 is classified as long-term. The Company was in compliance with all loan covenants as of June 30, 2022. As of June 30, 2022, 23 of the Company's subsidiaries have mortgage loans insured with HUD in the aggregate amount of $155,074, which subjects these subsidiaries to HUD oversight and periodic inspections. The mortgage loans bear effective interest rates in a range of 3.1% to 4.2%, including fixed interest rates in a range of 2.4% to 3.3% per annum. In addition to the interest rate, we incur other fees for HUD placement, including but not limited to audit fees. Amounts borrowed under the mortgage loans may be prepaid, subject to prepayment fees based on the principal balance on the date of prepayment. For the majority of the loans, during the first three years, the prepayment fee is 10.0% and is reduced by 3.0% in the fourth year of the loan, and reduced by 1.0% per year for years five ten ten In addition to the HUD mortgage loans above, the Company has two promissory notes. The notes bear fixed interest rates of 6.3% and 5.3% per annum and the term of the notes are 10 months and 12 years, respectively. The 12 year note which was used for an acquisition is secured by the real property comprising the facility and the rent, issues and profits thereof, as well as all personal property used in the operation of the facility. Based on Level 2, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt for all periods presented based upon the interest rates that the Company believes it can currently obtain for similar debt. Off-Balance Sheet Arrangements As of June 30, 2022, the Company had approximately $6,710 of borrowing capacity under the Revolving Credit Facility pledged as collateral to secure outstanding letters of credit. |
Options and Awards
Options and Awards | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
OPTIONS AND AWARDS | OPTIONS AND AWARDS Stock-based compensation expense consists of stock-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2022 and 2021 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ. The Company has an option plan, the 2022 Omnibus Incentive Plan (the 2022 Plan), which was approved by the Company's stockholders on May 26, 2022, and replaced the Company's prior option plan, the 2017 Omnibus Incentive Plan (the 2017 Plan). The total number of shares available for issuance under the 2022 Plan was 3,268 as of June 30, 2022. 2022 Omnibus Incentive Plan - During the second quarter of 2022, the Company's shareholders approved the 2022 Plan. Including the shares rolled over from the 2017 Plan, the 2022 Plan provides for the issuance of 3,452 shares of common stock. The number of shares available to be issued under the 2022 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) two shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). Non-employee director options, to the extent granted, will vest and become exercisable in three equal annual installments, or the length of the term if less than three years, on the completion of each year of service measured from the grant date. All other options generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years from the date of grant. As of June 30, 2022, there were approximately 3,268 unissued shares of common stock available for issuance under this plan. The Company retired the 2017 Plan as a result of the approval of the 2022 Plan. The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for stock option awards. Determining the appropriate fair-value model and calculating the fair value of stock option awards at the grant date requires judgment, including estimating stock price volatility, expected option life, and forfeiture rates. The fair-value of the restricted stock awards at the grant date is based on the market price on the grant date, adjusted for forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. Stock Options The Company granted 154 and 318 stock options from the available plans during the three and six months ended June 30, 2022, respectively. The Company used the following assumptions for stock options granted during the three months ended June 30, 2022 and 2021: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2022 154 2.7% 6.1 years 42.1% 0.3% 2021 209 1.0% 6.3 years 42.3% 0.3% The Company used the following assumptions for stock options granted during the six months ended June 30, 2022 and 2021: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2022 318 2.3% 6.1 years 42.2% 0.3% 2021 345 0.9% 6.3 years 42.2% 0.2% For the six months ended June 30, 2022 and 2021, the following represents the exercise price and fair value displayed at grant date for stock option grants: Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2022 318 $ 80.18 $ 34.29 2021 345 $ 82.77 $ 33.86 The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended June 30, 2022 and 2021 and therefore, the intrinsic value was $0 at the date of grant. The following table represents the employee stock option activity during the six months ended June 30, 2022: Number of Options Outstanding Weighted Average Number of Weighted Average Exercise Price of Options Vested January 1, 2022 4,038 $ 36.60 2,183 $ 21.02 Granted 318 80.18 — — Forfeited (68) 57.40 — — Exercised (370) 16.40 — — June 30, 2022 3,918 $ 41.69 2,151 $ 25.53 The following summary information reflects stock options outstanding, vested and related details as of June 30, 2022: Stock Options Outstanding Stock Options Vested Number Outstanding Black-Scholes Fair Value Remaining Contractual Life (Years) Vested and Exercisable Year of Grant Exercise Price 2012 $5.56 - $6.75 10 $ 32 0 10 2013 6.76 - 9.74 125 476 1 125 2014 8.94 - 16.05 457 2,204 2 457 2015 18.20 - 21.39 246 1,910 3 246 2016 15.93 - 16.86 233 1,377 4 233 2017 15.80 - 19.41 267 1,583 5 236 2018 22.49 - 32.71 496 4,806 6 326 2019 41.07 - 45.76 615 9,651 7 292 2020 44.84 - 59.49 569 11,205 8 162 2021 73.47 - 83.64 586 19,222 9 64 2022 $79.79 $80.60 314 10,782 10 — TOTAL 3,918 $ 63,248 2,151 The aggregate intrinsic value of options outstanding, vested and expected to vest as of June 30, 2022 and December 31, 2021 is as follows: Options June 30, 2022 December 31, 2021 Outstanding $ 130,564 $ 191,242 Vested 103,713 137,382 Expected to vest 24,561 48,548 The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options . The aggregate intrinsic value of options that vested during the six months ended June 30, 2022 and 2021 was $10,409 and $17,618, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2022 and 2021 was $25,642 and $26,715, respectively. Restricted Stock Awards The Company granted 46 and 158 restricted stock awards from the available plans during the three and six months ended June 30, 2022, respectively. The Company granted 54 and 144 restricted stock awards during the three and six months ended June 30, 2021, respectively. All awards were granted at an issue price of $0 and generally vest over five years. The fair value per share of restricted awards granted during the six months ended June 30, 2022 and 2021 ranged from $73.17 to $83.93 and $82.20 to $93.31, respectively. The fair value per share includes quarterly stock awards to non-employee directors. A summary of the status of the Company's non-vested restricted stock awards as of June 30, 2022 and changes during the six months ended June 30, 2022 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 549 $ 52.16 Granted 158 77.06 Vested (199) 54.74 Forfeited (16) 55.86 Non-vested at June 30, 2022 492 $ 59.01 During the three and six months ended June 30, 2022, respectively, the Company granted 5 and 9 automatic quarterly stock awards to non-employee directors for their service on the Company's board of directors from the 2017 Plan. The fair value per share of these stock awards ranged from $77.39 to $83.93 based on the market price on the grant date. Long-Term Incentive Plan On August 27, 2019, the Board approved the Long-Term Incentive Plan (the 2019 LTI Plan). The 2019 LTI Plan provides that certain employees of the Company who assisted in the consummation of the Spin-Off transaction are granted shares of restricted stock upon the successful completion of the Spin-Off. The 2019 LTI Plan provides for the issuance of 500 shares of Pennant restricted stock. The shares are vested over five years at 20% per year on the anniversary of the grant date. If a recipient is terminated or voluntarily leaves the Company, all shares subject to restriction or not yet vested shall be entirely forfeited. The total stock-based compensation related to the 2019 LTI Plan was approximately $195 and $390 for the three and six months ended June 30, 2022, respectively, compared to $202 and $403 for the three and six months ended June 30, 2021, respectively. Stock-based compensation expense recognized for the Company's equity incentive plans and long-term incentive plan for the three and six months ended June 30, 2022 and 2021 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock-based compensation expense related to stock options $ 2,786 $ 2,026 $ 5,306 $ 3,759 Stock-based compensation expense related to restricted stock awards 2,456 2,076 4,758 3,914 Stock-based compensation expense related to stock options and restricted stock awards to non-employee directors 374 531 719 1,014 TOTAL $ 5,616 $ 4,633 $ 10,783 $ 8,687 In future periods, the Company expects to recognize approximately $39,110 and $28,748 in stock-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of June 30, 2022. Future stock-based compensation expense will be recognized over 3.7 and 3.4 weighted average years for unvested options and restricted stock awards, respectively. There were 1,767 unvested and outstanding options as of June 30, 2022, of which 1,669 shares are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest as of June 30, 2022 was 6.0 years. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 affiliated skilled nursing and senior living facilities used in the Company’s operations, 96 of which are under nine “triple-net” master lease agreements (collectively, the Master Leases), which range in terms from 13 to 20 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred and being continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the then current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. If the Company elects to renew the term of a Master Lease, the renewal will be effective to all, but not less than all, of the leased property then subject to the Master Lease. Additionally, four of the 97 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense under the Master Leases was approximately $16,007 and $31,652 for the three and six months ended June 30, 2022, respectively, and $14,419 and $28,499 for the three and six months ended June 30, 2021, respectively. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is in compliance with requirements of the Master Leases as of June 30, 2022. In connection with the Spin-Off, the Company guaranteed certain leases of Pennant based on the underlying terms of the leases. The Company does not consider these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. The Company also leases certain affiliated operations and certain administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five three Forty-four of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under eight separate master lease arrangements. In the first quarter of 2022, the Company added an operation and extended the term for one of the master leases to 14 remaining years. As a result, the lease liabilities and right-of-use assets increased by $120,349 to reflect the new lease obligations. Under these master leases, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The components of operating lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Rent - cost of services (1) $ 37,228 $ 34,455 $ 72,990 $ 67,911 General and administrative expense 23 21 46 41 Depreciation and amortization (2) 288 290 577 580 Variable lease costs (3) 3,772 3,694 9,135 7,137 $ 41,311 $ 38,460 $ 82,748 $ 75,669 (1) Rent- cost of services includes deferred rent expense adju stments of $116 and $240 for the three and six months ended June 30, 2022, respectively and $109 and $221 for the three and six months ended June 30, 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as CPI increases and short-term leases of $1,302 and $2,239 for the three and six months ended June 30, 2022, respectively, and $832 and $1,416 for the three and six months ended June 30, 2021, respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's condensed consolidated statements of income. Future minimum lease payments for all leases as of June 30, 2022 are as follows: Year Amount 2022 (remainder) $ 71,530 2023 141,887 2024 141,296 2025 141,187 2026 141,082 2027 140,564 Thereafter 1,254,424 TOTAL LEASE PAYMENTS 2,031,970 Less: present value adjustment (756,866) PRESENT VALUE OF TOTAL LEASE LIABILITIES 1,275,104 Less: current lease liabilities (58,769) LONG-TERM OPERATING LEASE LIABILITIES $ 1,216,335 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 the lease commencement date. As of June 30, 2022, the weighted average remaining lease term is 15.1 years and the weighted average discount rate used to determine the operating lease liabilities is 6.8%. Subsequent to June 30, 2022, the Company expanded its operations through long-term lease arrangements with the addition of five stand-alone skilled nursing operations, four of which are part of an amended separate master lease agreement, adding a total of 779 operational skilled nursing beds operated by the Company's affiliated operating subsidiaries. The term of the amended separate master lease agreement was extended to 20 remaining years. The aggregate impact to the fair value of lease liabilities and right-of-use assets related to both the new long-term lease arrangement and the amended separate master lease agreement is estimated to be approximately $70,614. Additionally, Standard Bearer acquired the real estate of three skilled nursing operations, which were previously under long-term lease arrangements. The aggregate reduction in the fair value of lease liabilities and right-of-use assets related to this acquisition is estimated to be approximately $10,080. Lessor Activities In connection with the Spin-Off, Ensign affiliates retained ownership of the real estate at 29 senior living operations that were contributed to Pennant. Between October 2019 and June 30, 2022, the Company transferred three additional senior living operations to Pennant. During the three months ended June 30, 2022, the Company completed the sale of real estate associated with two of the senior living operations operated by Pennant and also transferred one senior living operation operated by Pennant back to Ensign affiliates. As of June 30, 2022, Ensign affiliates retained ownership of the real estate for these 29 senior living communities. All of these properties are leased to Pennant on a triple-net basis, whereas the respective Pennant affiliates are responsible for all costs at the properties including: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The initial terms range between 14 to 16 years. Total rental income from all third-party sources for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pennant (1) $ 3,690 $ 3,440 $ 7,505 $ 6,928 Other third-party 449 487 923 976 $ 4,139 $ 3,927 $ 8,428 $ 7,904 (1) Pennant rental income includes variable rent such as property taxes of $327 and $657 during the three and six months ended June 30, 2022 and $266 and $580 for the three and six months ended June 30, 2021. Future annual rental income for all leases as of June 30, 2022 were as follows: Year Amount (1) 2022 (remainder) $ 8,098 2023 15,820 2024 15,373 2025 15,032 2026 14,821 2027 14,821 Thereafter 77,369 TOTAL $ 161,334 |
LEASES | LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 affiliated skilled nursing and senior living facilities used in the Company’s operations, 96 of which are under nine “triple-net” master lease agreements (collectively, the Master Leases), which range in terms from 13 to 20 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred and being continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the then current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. If the Company elects to renew the term of a Master Lease, the renewal will be effective to all, but not less than all, of the leased property then subject to the Master Lease. Additionally, four of the 97 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense under the Master Leases was approximately $16,007 and $31,652 for the three and six months ended June 30, 2022, respectively, and $14,419 and $28,499 for the three and six months ended June 30, 2021, respectively. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is in compliance with requirements of the Master Leases as of June 30, 2022. In connection with the Spin-Off, the Company guaranteed certain leases of Pennant based on the underlying terms of the leases. The Company does not consider these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. The Company also leases certain affiliated operations and certain administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five three Forty-four of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under eight separate master lease arrangements. In the first quarter of 2022, the Company added an operation and extended the term for one of the master leases to 14 remaining years. As a result, the lease liabilities and right-of-use assets increased by $120,349 to reflect the new lease obligations. Under these master leases, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The components of operating lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Rent - cost of services (1) $ 37,228 $ 34,455 $ 72,990 $ 67,911 General and administrative expense 23 21 46 41 Depreciation and amortization (2) 288 290 577 580 Variable lease costs (3) 3,772 3,694 9,135 7,137 $ 41,311 $ 38,460 $ 82,748 $ 75,669 (1) Rent- cost of services includes deferred rent expense adju stments of $116 and $240 for the three and six months ended June 30, 2022, respectively and $109 and $221 for the three and six months ended June 30, 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as CPI increases and short-term leases of $1,302 and $2,239 for the three and six months ended June 30, 2022, respectively, and $832 and $1,416 for the three and six months ended June 30, 2021, respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's condensed consolidated statements of income. Future minimum lease payments for all leases as of June 30, 2022 are as follows: Year Amount 2022 (remainder) $ 71,530 2023 141,887 2024 141,296 2025 141,187 2026 141,082 2027 140,564 Thereafter 1,254,424 TOTAL LEASE PAYMENTS 2,031,970 Less: present value adjustment (756,866) PRESENT VALUE OF TOTAL LEASE LIABILITIES 1,275,104 Less: current lease liabilities (58,769) LONG-TERM OPERATING LEASE LIABILITIES $ 1,216,335 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 the lease commencement date. As of June 30, 2022, the weighted average remaining lease term is 15.1 years and the weighted average discount rate used to determine the operating lease liabilities is 6.8%. Subsequent to June 30, 2022, the Company expanded its operations through long-term lease arrangements with the addition of five stand-alone skilled nursing operations, four of which are part of an amended separate master lease agreement, adding a total of 779 operational skilled nursing beds operated by the Company's affiliated operating subsidiaries. The term of the amended separate master lease agreement was extended to 20 remaining years. The aggregate impact to the fair value of lease liabilities and right-of-use assets related to both the new long-term lease arrangement and the amended separate master lease agreement is estimated to be approximately $70,614. Additionally, Standard Bearer acquired the real estate of three skilled nursing operations, which were previously under long-term lease arrangements. The aggregate reduction in the fair value of lease liabilities and right-of-use assets related to this acquisition is estimated to be approximately $10,080. Lessor Activities In connection with the Spin-Off, Ensign affiliates retained ownership of the real estate at 29 senior living operations that were contributed to Pennant. Between October 2019 and June 30, 2022, the Company transferred three additional senior living operations to Pennant. During the three months ended June 30, 2022, the Company completed the sale of real estate associated with two of the senior living operations operated by Pennant and also transferred one senior living operation operated by Pennant back to Ensign affiliates. As of June 30, 2022, Ensign affiliates retained ownership of the real estate for these 29 senior living communities. All of these properties are leased to Pennant on a triple-net basis, whereas the respective Pennant affiliates are responsible for all costs at the properties including: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The initial terms range between 14 to 16 years. Total rental income from all third-party sources for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pennant (1) $ 3,690 $ 3,440 $ 7,505 $ 6,928 Other third-party 449 487 923 976 $ 4,139 $ 3,927 $ 8,428 $ 7,904 (1) Pennant rental income includes variable rent such as property taxes of $327 and $657 during the three and six months ended June 30, 2022 and $266 and $580 for the three and six months ended June 30, 2021. Future annual rental income for all leases as of June 30, 2022 were as follows: Year Amount (1) 2022 (remainder) $ 8,098 2023 15,820 2024 15,373 2025 15,032 2026 14,821 2027 14,821 Thereafter 77,369 TOTAL $ 161,334 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to review and interpretation. Compliance with such laws and regulations is evaluated regularly, the results of which can be subject to future governmental review and interpretation, and can include significant regulatory action including fines, penalties, and exclusion from certain governmental programs. Included in these laws and regulations is monitoring performed by the Office of Civil Rights which covers the Health Insurance Portability and Accountability Act of 1996, the terms of which require healthcare providers (among other things) to safeguard the privacy and security of certain patient protected health information. Cost-Containment Measures — Both government and private pay sources have instituted cost-containment measures designed to limit payments made to providers of healthcare services, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company. Indemnities — From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer environmental obligations or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company's independent operating subsidiary, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and others, under which the Company may be required to indemnify such persons for liabilities arising out of the nature of their relationship to the Company. The terms of such obligations vary by contract and, in most instances, do not expressly state or include a specific or maximum dollar amount. 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. In connection with the Spin-Off, certain landlords required, in exchange for their consent to the transaction, that the Company's lease guarantees remain in place for a certain period of time following the Spin-Off. These guarantees could result in significant additional liabilities and obligations for the Company if Pennant were to default on their obligations under their leases with respect to these properties. U.S. Department of Justice Civil Investigative Demand — On May 31, 2018, the Company received a Civil Investigative Demand (CID) from the U.S. Department of Justice stating that it was investigating whether there had been a violation of the False Claims Act and/or the Anti-Kickback Statute with respect to relationships between certain of the Company’s independently operated skilled nursing facilities and persons who serve or have served as medical directors, advisory board participants or other potential referral sources. The CID covered the period from October 3, 2013 through 2018, and was limited in scope to ten of the Company’s Southern California independent operating entities. In October 2018, the Department of Justice made an additional request for information covering the period of January 1, 2011 through 2018, relating to the same topic. As a general matter, the Company’s independent operating entities have established and maintain policies and procedures to promote compliance with the False Claims Act, the Anti-Kickback Statute, and other applicable regulatory requirements. The Company fully cooperated with the U.S. Department of Justice and promptly responded to its requests for information; in April 2020, the Company was advised that the U.S. Department of Justice declined to intervene in any subsequent action filed by a relator in connection with the subject matter of this investigation. U.S. House of Representatives Select Subcommittee Request — In 2020, the U.S. House of Representatives Select Subcommittee on the Coronavirus Crisis launched a nation-wide investigation into the COVID-19 pandemic, which included the impact of the coronavirus on residents and employees in nursing homes. In June 2020, the Company received a document and information request from the House Select Subcommittee in connection with its investigation. The Company has cooperated in responding to this inquiry. In July 2022, the Company received a follow up request for additional documents and information. The Company is cooperating in responding to this inquiry. However, it is not possible to predict the ultimate outcome of any such investigation or whether and what other investigations or regulatory responses may result from the investigation, which could have a material adverse effect on our reputation, business, financial condition, and results of operations. Litigation — The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents served by the Company's independent operating subsidiaries. The Company, its independent operating subsidiaries, and others in the industry are subject to an increasing number of claims and lawsuits, including professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. In addition, the Company, its independent operating subsidiaries, and others in the industry are subject to claims and lawsuits in connection with COVID-19 and a facility's preparation for and/or response to COVID-19. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. In addition to the potential lawsuits and claims described above, the Company and its independent operating subsidiaries are also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare or Medicaid) or other 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. Under the qui tam or "whistleblower" provisions of the False Claims Act, a private individual with knowledge of fraud or potential fraud may bring a claim on behalf of the Federal Government and receive a percentage of the Federal Government's recovery. Due to these whistleblower incentives, qui tam lawsuits have become more frequent. For example, and despite the decision of the U.S. Department of Justice to decline to participate in litigation based on the subject matter of its previously issued Civil Investigative Demand, the involved qui tam relator has continued on with the lawsuit and is pursuing claims that the Company and certain of its independent operating subsidiaries have allegedly violated the False Claims Act and/or the Anti-Kickback Statute (AKS). In addition to the Federal False Claims Act, some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. Further, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company and its independent operating subsidiaries could face increased scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which its independent operating subsidiaries do business. In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) which made significant changes to the Federal False Claims Act and expanded the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a Federal False Claims Act violation can occur without any affirmative fraudulent action or statement, as long as the action or statement is knowingly improper. In addition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus, an employment relationship is generally not required in order to qualify for protection against retaliation for whistleblowing. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company's independent operating subsidiaries are routinely subjected to varying types of claims, including class action "staffing" suits where the allegation is understaffing at the facility level. These class-action “staffing” suits have the potential to result in large jury verdicts and settlements, and may result in significant legal costs. The Company expects the plaintiffs' bar to continue to be aggressive in their pursuit of these staffing and similar claims. While the Company has been able to settle these claims without an ongoing material adverse effect on its business, future claims could be brought that may materially affect its business, financial condition and results of operations. Other claims and suits, including class actions, continue to be filed against the Company and other companies in its industry. The Company and its independent operating subsidiaries have been subjected to, and are currently involved in, class action litigation alleging violations (alone or in combination) of state and federal wage and hour laws as related to the alleged failure to pay wages, to timely provide and au thorize meal and rest breaks, and related causes of action. The Company does not believe that the ultimate resolution of these actions will have an ongoing material adverse effect on the Company’s business, cash flows, financial condition or results of operations. The Company and its independent operating subsidiaries have been, and continue to be, subject to claims, findings and legal actions that arise in the ordinary course of the various businesses, including healthcare and non-healthcare services. These claims include, but are not limited to, potential claims filed by residents, customers, patients and responsible parties related to patient care and treatment (professional negligence claims); to non-care based activities of certain of the subsidiaries; and to employment related claims filed by current or former employees. A significant increase in the number of these claims, or an increase in the amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In addition, these claims could impact the Company's ability to procure insurance to cover its exposure related to the various services provided by its independent operating subsidiaries to their residents, customers and patients. The Company and its independent subsidiaries are also subject to requests for information and investigations by other State and Federal governmental entities (e.g., offices of the attorney general and offices of the inspector general). The Company cannot predict or provide any assurance as to the possible outcome of any inquiry, investigation or litigation. If any such inquiry, investigation or litigation were to proceed, and the Company and its independent operating subsidiaries are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar state and federal statutes and related regulations, or if the Company or its independent operating subsidiaries are alleged or found to be liable on theories of general or professional negligence or wage and hour violations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged violations, and may also include the assumption of specific procedural and financial obligations by the Company or its independent operating subsidiaries under a corporate integrity agreement and/or other such arrangement. Medicare Revenue Recoupments — The Company's independent operating entities are subject to regulatory reviews relating to the provision of Medicare services, billings and potential overpayments as a result of Recovery Audit Contractors (RAC), Program Safeguard Contractors, and Medicaid Integrity Contractors programs (collectively referred to as Reviews). For several months during the COVID-19 pandemic, the Centers for Medicare and Medicaid Services (CMS) suspended its Targeted Probe and Educate Program. Beginning in August 2020, CMS resumed Targeted Probe and Educate Program activity. If an operation fails a Review and/or subsequent Reviews, the operation could then be subject to extended review or an extrapolation of the identified error rate to billings in the same time period. The Company anticipates that these Reviews could increase in frequency in the future. As of June 30, 2022 and since, 22 of the Company's independent operating subsidiaries had Reviews scheduled, on appeal, or in a dispute resolution process. Concentrations Credit Risk — The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s receivables from Medicare and Medicaid payor programs accounted for 52.9% and 54.0% of its total accounts receivable as of June 30, 2022 and December 31, 2021, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 73.4% of the Company's revenue for both the three and six months ended June 30, 2022, and 73.1% and 73.6% for the three and six months ended June 30, 2021, respectively. Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of July 27, 2022, the Company had approximately $567 in uninsured cash deposits. All uninsured bank deposits are held at high quality credit institutions. |
Common Stock Repurchase Program
Common Stock Repurchase Program | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
COMMON STOCK REPURCHASE PROGRAM | COMMON STOCK REPURCHASE PROGRAMOn February 9, 2022, the Board of Directors approved the Company to enter into a stock repurchase program pursuant to which the Company could repurchase up to $20,000 of its common stock under the program for a period of approximately 12 months from February 10, 2022. Under this program, the Company was authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. During the three months ended June 30, 2022, the Company repurchased 271 shares of its common stock for $20,000. This repurchase program expired upon the repurchase of the fully authorized amount under the plan. As approved by the Board of Directors on October 21, 2021, the Company entered into a stock repurchase program pursuant to which the Company could repurchase up to $20,000 of its common stock under the program for a period of approximately 12 months that started on October 29, 2021. Under this program, the Company was authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. During the three months ended March 31, 2022, the Company repurchased 133 shares of its common stock for $9,882. During the fourth quarter of 2021, the Company repurchased 132 shares of its common stock for $10,118. This repurchase program expired upon the repurchase of the fully authorized amount under the plan. On July 28, 2022, the Board of Directors approved the Company to enter into a stock repurchase program pursuant to which the Company may repurchase up to $20,000 of its common stock under the program for a period of approximately 12 months from August 2, 2022. Under this program, the Company is authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or stockholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions and balances 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 income that is attributable to The Ensign Group, Inc. and the noncontrolling interest in its condensed consolidated statements of income. |
Reclassifications | Reclassifications — |
Estimates and Assumptions | Estimates and Assumptions — The preparation of the Interim Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Interim Financial Statements relate to revenue, acquired property and equipment, intangible assets and goodwill, right-of-use assets, impairment of long-lived assets, lease liabilities, general and professional liabilities, workers' compensation and healthcare claims included in accrued self-insurance liabilities, and income taxes. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — |
Service and Rental Revenue Recognition | Service Revenue Recognition — The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers Rental Revenue Recognition — The Company recognizes rental revenue for operating leases on a straight-line basis over the lease term when collectability of all minimum lease payments is probable in accordance with FASB ASC Topic 842, Leases |
Accounts Receivable | Accounts Receivable — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans and private payor sources, net of estimates for variable consideration. |
Property and Equipment | Property and Equipment — three |
Leases and Leasehold Improvements | Leases and Leasehold Improvements — The Company leases skilled nursing facilities, senior living facilities and commercial office space. The Company determines if an arrangement is a lease at the inception of each lease. Leases commencing prior to the ASC 842 adoption date were classified as operating lease under historical guidance. As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well. For leases commencing subsequent to the ASC 842 adoption date, the Company performs an evaluation to determine whether the lease should be classified as an operating or finance lease at the inception of the lease. As of June 30, 2022, the Company does not have any leases that are classified as finance leases. Rights and obligations of operating leases are included as right-of-use assets, current lease liabilities and long-term lease liabilities on the Company's condensed consolidated balance sheets. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future lease payments. The Company utilized a third-party valuation specialist to assist in estimating the incremental borrowing rate. ten |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — |
Intangible Assets and Goodwill | Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of patient base, facility trade names and customer relationships. Patient base is amortized over a period of four The Company's indefinite-lived intangible assets consist of trade names, and Medicare and Medicaid licenses. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. |
Self-Insurance | Self-Insurance — The Company is partially self-insured for general and professional liability claims up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. The combined self-insured retention is $500 per claim, subject to an additional one-time deductible of $1,000 for California affiliated operations and a separate, one-time, deductible of $1,250 for non-California operations. For all affiliated operations, except those located in Colorado, the third-party coverage above these limits is $1,000 per claim, $3,000 per operation, with a $5,000 blanket aggregate limit and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits is $1,000 per claim and $3,000 per operation, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The majority of the self-insured retention and deductible limits for general and professional liabilities and workers' compensation liabilities are self-insured through the captive insurance subsidiary, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The captive insurance subsidiary is subject to certain statutory requirements as an insurance provider. The Company’s policy is to accrue amounts equal to the actuarial estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $76,145 and $66,158 as of June 30, 2022 and December 31, 2021, respectively. The Company’s operating subsidiaries are self-insured for workers’ compensation liabilities in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $625 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and the Company has purchased individual stop-loss coverage that insures individual claims that exceed $750 per occurrence. The Company’s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $350 per occurrence. In the state of Washington, the Company is self insured and has purchased individual specific excess insurance coverage that insures individual claims that exceed $500 per occurrence. For all of the self insured plans and retention, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $28,365 and $27,335 as of June 30, 2022 and December 31, 2021, respectively. In addition, the Company has recorded an asset and equal liability of $8,440 and $6,755 as of June 30, 2022 and December 31, 2021, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 13, Restricted and Other Assets. The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $525 for each covered person for fiscal year 2022. The Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $13,571 and $9,891 as of June 30, 2022 and December 31, 2021, respectively. The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and while management believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company’s actual liabilities exceed its estimates of losses, its future earnings, cash flows and financial condition would be adversely affected. |
Income Taxes | Income Taxes — Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets; however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ. |
Noncontrolling Interest | Noncontrolling Interest — |
Stock-Based Compensation | Stock-Based Compensation — The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grants and other variables. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management and certain standards are under consideration. Recent Accounting Standards Adopted by the Company — In November 2021, the FASB issued ASU 2021-10 “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, ” which created FASB ASC Topic 832, Government Assistance (ASC 832) . ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Accounting Standards Recently Issued but Not Yet Adopted by the Company — In February 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848)," |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Service revenue for the three and six months ended June 30, 2022 and 2021 is summarized in the following tables: Three Months Ended June 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 294,128 40.4 % $ 251,455 39.6 % Medicare 190,494 26.2 170,008 26.8 Medicaid — skilled 49,763 6.8 42,740 6.7 Total Medicaid and Medicare 534,385 73.4 464,203 73.1 Managed care 128,587 17.7 112,963 17.8 Private and other (2) 65,375 8.9 57,443 9.1 SERVICE REVENUE $ 728,347 100.0 % $ 634,609 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 560,476 39.0 % $ 482,813 38.4 % Medicare 398,905 27.7 360,311 28.6 Medicaid — skilled 95,712 6.7 82,733 6.6 Total Medicaid and Medicare 1,055,093 73.4 925,857 73.6 Managed care 256,373 17.8 221,308 17.6 Private and other (2) 126,037 8.8 110,720 8.8 SERVICE REVENUE $ 1,437,503 100.0 % $ 1,257,885 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable as of June 30, 2022 and December 31, 2021, is summarized in the following table: June 30, 2022 December 31, 2021 Medicaid $ 125,348 $ 123,647 Managed care 86,995 79,722 Medicare 58,067 59,797 Private and other payors 76,418 76,778 346,828 339,944 Less: allowance for doubtful accounts (7,827) (11,213) ACCOUNTS RECEIVABLE, NET $ 339,001 $ 328,731 |
Computation of Net Income Per_2
Computation of Net Income Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR: Net income $ 57,803 $ 50,583 $ 107,891 $ 100,420 Less: net (loss) income attributable to noncontrolling interests 112 1,158 (140) 1,789 Net income attributable to The Ensign Group, Inc. $ 57,691 $ 49,425 $ 108,031 $ 98,631 DENOMINATOR: Weighted average shares outstanding for basic net income per share 54,906 54,468 54,788 54,331 Basic net income per common share: $ 1.05 $ 0.91 $ 1.97 $ 1.82 |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 NUMERATOR: Net income $ 57,803 $ 50,583 $ 107,891 $ 100,420 Less: net (loss) income attributable to noncontrolling interests 112 1,158 (140) 1,789 Net income attributable to The Ensign Group, Inc. $ 57,691 $ 49,425 $ 108,031 $ 98,631 DENOMINATOR: Weighted average common shares outstanding 54,906 54,468 54,788 54,331 Plus: incremental shares from assumed conversion (1) 1,947 2,529 2,074 2,614 Adjusted weighted average common shares outstanding 56,853 56,997 56,862 56,945 Diluted net income per common share: $ 1.01 $ 0.87 $ 1.90 $ 1.73 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 789 and 697 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth financial information for the segments: Three Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 702,478 $ — $ 28,787 $ (2,918) $ 728,347 Rental revenue (3) — 17,598 1,832 (15,291) 4,139 TOTAL REVENUE $ 702,478 $ 17,598 $ 30,619 $ (18,209) $ 732,486 Segment income (loss) 102,266 6,838 (38,614) — 70,490 Gain on sale of assets 2,467 Income before provision for income taxes $ 72,957 Depreciation and amortization 8,113 5,216 1,529 — 14,858 Interest expense (4) $ — $ 3,743 $ 889 $ (1,944) $ 2,688 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. The intercompany interest expense is eliminated in the "Intercompany Elimination" column. Three Months Ended June 30, 2021 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 612,882 $ — $ 23,428 $ (1,701) $ 634,609 Rental revenue (3) — 14,214 1,817 (12,104) 3,927 TOTAL REVENUE $ 612,882 $ 14,214 $ 25,245 $ (13,805) $ 638,536 Segment income (loss) 90,010 7,906 (33,575) — 64,341 Income before provision for income taxes $ 64,341 Depreciation and amortization 7,703 4,248 1,844 — 13,795 Interest expense $ — $ 1,634 $ — $ 1,634 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. Six Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,389,249 $ — $ 54,254 $ (6,000) $ 1,437,503 Rental revenue (3) — 34,791 3,695 (30,058) 8,428 TOTAL REVENUE $ 1,389,249 $ 34,791 $ 57,949 $ (36,058) $ 1,445,931 Segment income (loss) 200,522 13,738 (77,544) — 136,716 Gain on sale of assets 2,467 Income before provision for income taxes $ 139,183 Depreciation and amortization 16,014 10,237 3,283 — 29,534 Interest expense (4) $ — $ 7,305 $ 1,247 $ (3,796) $ 4,756 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. The intercompany interest expense is eliminated in the "Intercompany Elimination" column. Six Months Ended June 30, 2021 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,213,918 $ — $ 47,347 $ (3,380) $ 1,257,885 Rental revenue (3) — 28,283 3,627 (24,006) 7,904 TOTAL REVENUE $ 1,213,918 $ 28,283 $ 50,974 $ (27,386) $ 1,265,789 Segment income (loss) 178,941 15,619 (67,873) — 126,687 Gain on sale of assets 440 Income before provision for income taxes $ 127,127 Depreciation and amortization 15,178 8,403 3,873 — 27,454 Interest expense $ — $ 3,275 $ — $ — $ 3,275 (1) All other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly-owned healthcare facilities. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly-owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. |
Reconciliation of Revenue from Segments to Consolidated | Service revenue by major payor source were as follows: Three Months Ended June 30, 2022 Skilled Services All Other Total Service Revenue Revenue % Medicaid (1) $ 287,827 $ 6,301 $ 294,128 40.4 % Medicare 190,494 — 190,494 26.2 Medicaid-skilled 49,763 — 49,763 6.8 Subtotal 528,084 6,301 534,385 73.4 Managed care 128,587 — 128,587 17.7 Private and other (2) 45,807 19,568 65,375 8.9 TOTAL SERVICE REVENUE $ 702,478 $ 25,869 $ 728,347 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Three Months Ended June 30, 2021 Skilled Services All Other Total Service Revenue Revenue % Medicaid (1) $ 247,671 $ 3,784 $ 251,455 39.6 % Medicare 170,008 — 170,008 26.8 Medicaid-skilled 42,740 — 42,740 6.7 Subtotal 460,419 3,784 464,203 73.1 Managed care 112,963 — 112,963 17.8 Private and other (2) 39,500 17,943 57,443 9.1 TOTAL SERVICE REVENUE $ 612,882 $ 21,727 $ 634,609 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2022 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 549,414 $ 11,062 $ 560,476 39.0 % Medicare 398,905 — 398,905 27.7 Medicaid-skilled 95,712 — 95,712 6.7 Subtotal 1,044,031 11,062 1,055,093 73.4 Managed care 256,373 — 256,373 17.8 Private and other (2) 88,845 37,192 126,037 8.8 TOTAL SERVICE REVENUE $ 1,389,249 $ 48,254 $ 1,437,503 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2021 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 475,412 $ 7,401 $ 482,813 38.4 % Medicare 360,311 — 360,311 28.6 Medicaid-skilled 82,733 — 82,733 6.6 Subtotal 918,456 7,401 925,857 73.6 Managed care 221,308 — 221,308 17.6 Private and other (2) 74,154 36,566 110,720 8.8 TOTAL SERVICE REVENUE $ 1,213,918 $ 43,967 $ 1,257,885 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to FMAP. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. |
Property and Equipment _ Net (T
Property and Equipment — Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: June 30, 2022 December 31, 2021 Land $ 121,381 $ 121,164 Buildings and improvements 669,215 646,221 Leasehold improvements 145,522 140,012 Equipment 279,231 262,246 Furniture and fixtures 4,373 4,305 Construction in progress 11,000 10,253 1,230,722 1,184,201 Less: accumulated depreciation (322,494) (295,767) PROPERTY AND EQUIPMENT, NET $ 908,228 $ 888,434 |
Intangible Assets _ Net (Tables
Intangible Assets — Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | June 30, 2022 December 31, 2021 Weighted Average Life (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Assembled occupancy 0.4 $ 196 $ (196) $ — $ 68 $ (68) $ — Facility trade name 30.0 733 (403) 330 733 (391) 342 Customer relationships 18.4 4,582 (2,377) 2,205 4,582 (2,272) 2,310 TOTAL $ 5,511 $ (2,976) $ 2,535 $ 5,383 $ (2,731) $ 2,652 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 117 2023 234 2024 234 2025 234 2026 234 2027 234 Thereafter 1,248 $ 2,535 |
Goodwill and Other Indefinite_2
Goodwill and Other Indefinite-Lived Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table represents activity in goodwill by skilled service segment and "all other" category as of and for the six months ended June 30, 2022: Goodwill Skilled Services All Other Total January 1, 2022 $ 51,486 $ 8,983 $ 60,469 Additions 16,400 — 16,400 June 30, 2022 $ 67,886 $ 8,983 $ 76,869 |
Schedule of Other Indefinite-lived Intangible Assets by Major Class | Other indefinite-lived intangible assets consist of the following: June 30, 2022 December 31, 2021 Trade name $ 889 $ 889 Medicare and Medicaid licenses 2,918 2,838 TOTAL $ 3,807 $ 3,727 |
Restricted and Other Assets (Ta
Restricted and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Restricted and Other Assets | Restricted and other assets consist of the following: June 30, 2022 December 31, 2021 Debt issuance costs, net $ 4,195 $ 1,953 Long-term insurance losses recoverable asset 8,440 6,755 Deposits with landlords 14,725 13,705 Capital improvement reserves with landlords and lenders 6,499 7,103 Deferred compensation plan investments 23,151 17,530 RESTRICTED AND OTHER ASSETS $ 57,010 $ 47,046 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consists of the following: June 30, 2022 December 31, 2021 Quality assurance fee $ 6,669 $ 6,474 Refunds payable 36,912 34,814 Resident advances 6,273 9,337 Unapplied state relief funds 4,356 1,781 Cash held in trust for patients 5,757 6,430 Dividends payable 3,040 3,035 Property taxes 7,670 9,124 Legal finding accrued 3,626 — Other 11,490 18,415 OTHER ACCRUED LIABILITIES $ 85,793 $ 89,410 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Debt consists of the following: June 30, 2022 December 31, 2021 Mortgage loans and promissory notes $ 158,258 $ 159,967 Less: current maturities (3,944) (3,760) Less: debt issuance costs, net (3,209) (3,324) LONG-TERM DEBT LESS CURRENT MATURITIES $ 151,105 $ 152,883 |
Options and Awards (Tables)
Options and Awards (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company used the following assumptions for stock options granted during the three months ended June 30, 2022 and 2021: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2022 154 2.7% 6.1 years 42.1% 0.3% 2021 209 1.0% 6.3 years 42.3% 0.3% The Company used the following assumptions for stock options granted during the six months ended June 30, 2022 and 2021: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2022 318 2.3% 6.1 years 42.2% 0.3% 2021 345 0.9% 6.3 years 42.2% 0.2% |
Schedule of Weighted Average Grant Date Fair Value and Exercise Price of Options | For the six months ended June 30, 2022 and 2021, the following represents the exercise price and fair value displayed at grant date for stock option grants: Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2022 318 $ 80.18 $ 34.29 2021 345 $ 82.77 $ 33.86 |
Schedule of Common Stock Outstanding Roll Forward | The following table represents the employee stock option activity during the six months ended June 30, 2022: Number of Options Outstanding Weighted Average Number of Weighted Average Exercise Price of Options Vested January 1, 2022 4,038 $ 36.60 2,183 $ 21.02 Granted 318 80.18 — — Forfeited (68) 57.40 — — Exercised (370) 16.40 — — June 30, 2022 3,918 $ 41.69 2,151 $ 25.53 |
Share-based Payment Arrangement, Option, Exercise Price Range | The following summary information reflects stock options outstanding, vested and related details as of June 30, 2022: Stock Options Outstanding Stock Options Vested Number Outstanding Black-Scholes Fair Value Remaining Contractual Life (Years) Vested and Exercisable Year of Grant Exercise Price 2012 $5.56 - $6.75 10 $ 32 0 10 2013 6.76 - 9.74 125 476 1 125 2014 8.94 - 16.05 457 2,204 2 457 2015 18.20 - 21.39 246 1,910 3 246 2016 15.93 - 16.86 233 1,377 4 233 2017 15.80 - 19.41 267 1,583 5 236 2018 22.49 - 32.71 496 4,806 6 326 2019 41.07 - 45.76 615 9,651 7 292 2020 44.84 - 59.49 569 11,205 8 162 2021 73.47 - 83.64 586 19,222 9 64 2022 $79.79 $80.60 314 10,782 10 — TOTAL 3,918 $ 63,248 2,151 |
Schedule of Aggregate Intrinsic Value of Options | The aggregate intrinsic value of options outstanding, vested and expected to vest as of June 30, 2022 and December 31, 2021 is as follows: Options June 30, 2022 December 31, 2021 Outstanding $ 130,564 $ 191,242 Vested 103,713 137,382 Expected to vest 24,561 48,548 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the status of the Company's non-vested restricted stock awards as of June 30, 2022 and changes during the six months ended June 30, 2022 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 549 $ 52.16 Granted 158 77.06 Vested (199) 54.74 Forfeited (16) 55.86 Non-vested at June 30, 2022 492 $ 59.01 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recognized for the Company's equity incentive plans and long-term incentive plan for the three and six months ended June 30, 2022 and 2021 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock-based compensation expense related to stock options $ 2,786 $ 2,026 $ 5,306 $ 3,759 Stock-based compensation expense related to restricted stock awards 2,456 2,076 4,758 3,914 Stock-based compensation expense related to stock options and restricted stock awards to non-employee directors 374 531 719 1,014 TOTAL $ 5,616 $ 4,633 $ 10,783 $ 8,687 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Expenses | The components of operating lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Rent - cost of services (1) $ 37,228 $ 34,455 $ 72,990 $ 67,911 General and administrative expense 23 21 46 41 Depreciation and amortization (2) 288 290 577 580 Variable lease costs (3) 3,772 3,694 9,135 7,137 $ 41,311 $ 38,460 $ 82,748 $ 75,669 (1) Rent- cost of services includes deferred rent expense adju stments of $116 and $240 for the three and six months ended June 30, 2022, respectively and $109 and $221 for the three and six months ended June 30, 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as CPI increases and short-term leases of $1,302 and $2,239 for the three and six months ended June 30, 2022, respectively, and $832 and $1,416 for the three and six months ended June 30, 2021, respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's condensed consolidated statements of income. |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for all leases as of June 30, 2022 are as follows: Year Amount 2022 (remainder) $ 71,530 2023 141,887 2024 141,296 2025 141,187 2026 141,082 2027 140,564 Thereafter 1,254,424 TOTAL LEASE PAYMENTS 2,031,970 Less: present value adjustment (756,866) PRESENT VALUE OF TOTAL LEASE LIABILITIES 1,275,104 Less: current lease liabilities (58,769) LONG-TERM OPERATING LEASE LIABILITIES $ 1,216,335 |
Schedule of Rental Income from Third-Party Sources | Total rental income from all third-party sources for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pennant (1) $ 3,690 $ 3,440 $ 7,505 $ 6,928 Other third-party 449 487 923 976 $ 4,139 $ 3,927 $ 8,428 $ 7,904 |
Schedule of Annual Rental Income | Future annual rental income for all leases as of June 30, 2022 were as follows: Year Amount (1) 2022 (remainder) $ 8,098 2023 15,820 2024 15,373 2025 15,032 2026 14,821 2027 14,821 Thereafter 77,369 TOTAL $ 161,334 |
Description of Business (Detail
Description of Business (Details) seniorLivingUnit in Thousands | Jun. 30, 2022 facility | Jun. 30, 2022 bed | Jun. 30, 2022 seniorLivingUnit | Jun. 30, 2022 seniorLivingCommunity | Jun. 30, 2022 operation | Jun. 30, 2021 bed | Oct. 31, 2019 operation |
Restructuring Cost and Reserve [Line Items] | |||||||
Health care facilities | 251 | ||||||
Operational skilled nursing beds | bed | 25,500 | ||||||
Operational senior living units | seniorLivingUnit | 3 | ||||||
Number of real estate properties leased | 180 | ||||||
Number of real estate properties leased with an option to purchase | 11 | ||||||
Number of real estate properties | 100 | ||||||
Skilled Nursing Operations | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Operational skilled nursing beds | bed | 453 | 1,263 | |||||
Owned Properties | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of real estate properties | 71 | ||||||
Spinoff | Senior Living Facilities | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of real estate properties | operation | 1 | ||||||
Spinoff | Senior Living Facilities | The Pennant Group, Inc. | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of real estate properties | 29 | 3 | 29 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 59 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Leases and Leasehold Improvements (Details) | Jun. 30, 2022 |
Real Estate Properties [Line Items] | |
Lessee, operating lease, term of contract | 10 years |
Minimum | |
Real Estate Properties [Line Items] | |
Lessee, operating lease, renewal term | 10 years |
Maximum | |
Real Estate Properties [Line Items] | |
Lessee, operating lease, renewal term | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Impairment of long lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill and intangible asset impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Facility trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 30 years | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 20 years | |||
Minimum | Assembled occupancy | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 4 months | |||
Maximum | Assembled occupancy | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 8 months |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Self-Insurance (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Long-term insurance losses recoverable asset | $ 8,440 | $ 6,755 |
General and Professional Liability | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Malpractice loss contingency, accrual, undiscounted | 76,145 | 66,158 |
Workers' Compensation | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 28,365 | 27,335 |
Health | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 13,571 | $ 9,891 |
Workers' Compensation | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 625 | |
Workers' Compensation | TEXAS | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 750 | |
Self-Insurance Retention Per Claim | General Liability | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 500 | |
Loss-Sensitive Limit Per Claim | Workers' Compensation | Other States, Except California, Texas and Washington | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 350 | |
Stop-Loss Insurance Limit Per Claim | Health Liability Insurance | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 525 | |
Parent Company | Self-Insurance Retention Per Claim | General Liability | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 500 | |
Parent Company | Aggregate Deductible | General Liability | California | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 1,000 | |
Parent Company | Aggregate Deductible | General Liability | Non-California | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 1,250 | |
Third-Party Payor | Per Occurence | General Liability | All States Except Colorado | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 1,000 | |
Third-Party Payor | Per Occurence | General Liability | Colorado | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 1,000 | |
Third-Party Payor | Per Facility | General Liability | All States Except Colorado | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 3,000 | |
Third-Party Payor | Per Facility | General Liability | Colorado | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | 3,000 | |
Third-Party Payor | Blanket Aggregate | General Liability | All States Except Colorado | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Self insurance reserve | $ 5,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - Revolving credit facility with Truist - Truist - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Apr. 08, 2022 | Oct. 01, 2019 | |
Debt Instrument [Line Items] | |||
Letter of credit increase | $ 250,000,000 | ||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | $ 350,000,000 |
COVID-19 Update (Details)
COVID-19 Update (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |||||||
Coronavirus Aid, Relief, and Economic Security (“CARES”) funds received and returned | $ 0 | $ 2,399 | $ 0 | $ 11,538 | |||
Repayments of CARES Act Provider Relief Fund and Medicare Advance Payment Program (Note 3) | 0 | 113,561 | |||||
Medicare Accelerated and Advance Payment | $ 105,255 | ||||||
Repayment of Medicare Accelerated and Advance Payment Program | $ 102,023 | 3,232 | |||||
Unapplied state relief funds | 4,356 | 4,356 | $ 1,781 | ||||
FMAP payments received | 27,345 | 16,776 | 44,662 | 32,421 | |||
Revenue, FMAP payments received | 24,489 | $ 16,692 | 42,088 | $ 33,157 | |||
Total deferred payment of social security taxes | $ 48,309 | ||||||
Deferred payment of social security taxes, current | $ 24,154 | ||||||
Deferred payment of social security taxes, noncurrent | $ 24,155 | $ 24,155 |
Revenue and Accounts Receivab_3
Revenue and Accounts Receivable - Revenue from Medicare and Medicaid Programs (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Customer Concentration Risk | Revenue Benchmark | Total Medicare and Medicaid | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 73.40% | 73.10% | 73.40% | 73.60% |
Revenue and Accounts Receivab_4
Revenue and Accounts Receivable - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 732,486 | $ 638,536 | $ 1,445,931 | $ 1,265,789 |
Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 728,347 | 634,609 | 1,437,503 | 1,257,885 |
Rental revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,139 | $ 3,927 | $ 8,428 | $ 7,904 |
Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100% | 100% | 100% | 100% |
Medicaid | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 294,128 | $ 251,455 | $ 560,476 | $ 482,813 |
Medicaid | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 40.40% | 39.60% | 39% | 38.40% |
Medicare | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 190,494 | $ 170,008 | $ 398,905 | $ 360,311 |
Medicare | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 26.20% | 26.80% | 27.70% | 28.60% |
Medicaid — skilled | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 49,763 | $ 42,740 | $ 95,712 | $ 82,733 |
Medicaid — skilled | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 6.80% | 6.70% | 6.70% | 6.60% |
Total Medicaid and Medicare | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 534,385 | $ 464,203 | $ 1,055,093 | $ 925,857 |
Total Medicaid and Medicare | Customer Concentration Risk | Revenue Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 73.40% | 73.10% | 73.40% | 73.60% |
Total Medicaid and Medicare | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 73.40% | 73.10% | 73.40% | 73.60% |
Managed care | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 128,587 | $ 112,963 | $ 256,373 | $ 221,308 |
Managed care | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 17.70% | 17.80% | 17.80% | 17.60% |
Private and other | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 65,375 | $ 57,443 | $ 126,037 | $ 110,720 |
Private and other | Customer Concentration Risk | Revenue Benchmark | Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 8.90% | 9.10% | 8.80% | 8.80% |
Revenue and Accounts Receivab_5
Revenue and Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 346,828 | $ 339,944 |
Less: allowance for doubtful accounts | (7,827) | (11,213) |
ACCOUNTS RECEIVABLE, NET | 339,001 | 328,731 |
Medicaid | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 125,348 | 123,647 |
Managed care | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 86,995 | 79,722 |
Medicare | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 58,067 | 59,797 |
Private and other payors | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 76,418 | $ 76,778 |
Computation of Net Income Per_3
Computation of Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
NUMERATOR: | ||||||
Net income | $ 57,803 | $ 50,583 | $ 107,891 | $ 100,420 | ||
Less: net (loss) income attributable to noncontrolling interests | 112 | 1,158 | (140) | 1,789 | ||
Net income attributable to The Ensign Group, Inc. | $ 57,691 | $ 50,340 | $ 49,425 | $ 49,206 | $ 108,031 | $ 98,631 |
DENOMINATOR: | ||||||
Weighted average shares outstanding for basic net income per share (in shares) | 54,906 | 54,468 | 54,788 | 54,331 | ||
Basic net income per common share (in dollars per share) | $ 1.05 | $ 0.91 | $ 1.97 | $ 1.82 | ||
Plus: incremental shares from assumed conversion (in shares) | 1,947 | 2,529 | 2,074 | 2,614 | ||
Adjusted weighted average common shares outstanding (in shares) | 56,853 | 56,997 | 56,862 | 56,945 | ||
Diluted net income per common share (in dollars per share) | $ 1.01 | $ 0.87 | $ 1.90 | $ 1.73 | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 789 | 167 | 697 | 80 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents, fair value disclosure | $ 285,580 | $ 262,201 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred compensation plan investments | $ 23,151 | $ 17,530 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Security, Corporate, US | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt security investments classified as held to maturity and carried at amortized cost | $ 49,068 | $ 50,330 |
Standard Bearer (Details)
Standard Bearer (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 08, 2022 | Aug. 01, 2022 USD ($) campusProperty skilledNursingProperty | Jan. 31, 2022 lease renewal | Jun. 30, 2022 USD ($) facility operation | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) facility operation | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of real estate properties | facility | 100 | 100 | |||||
Purchase price | $ 17,492 | $ 5,183 | |||||
Number of master lease arrangements | lease | 5 | ||||||
Lessee, operating lease, term of contract | 10 years | 10 years | |||||
Operating lease, lease income | $ 4,139 | $ 3,927 | $ 8,428 | 7,904 | |||
Proceeds from sale of subsidiary shares (Note 7) | 6,693 | 0 | |||||
Standard Bearer Equity Plan | |||||||
Segment Reporting Information [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Proceeds from issuance of common stock | $ 6,544 | ||||||
Proceeds from issuance of preferred shares | $ 149 | ||||||
Minimum | |||||||
Segment Reporting Information [Line Items] | |||||||
Lessee, operating lease, renewal term | 10 years | 10 years | |||||
Minimum | Revolving credit facility with Truist | Truist | Base Rate | |||||||
Segment Reporting Information [Line Items] | |||||||
Interest rate margin | 0.25% | ||||||
Maximum | |||||||
Segment Reporting Information [Line Items] | |||||||
Lessee, operating lease, renewal term | 15 years | 15 years | |||||
Maximum | Revolving credit facility with Truist | Truist | Base Rate | |||||||
Segment Reporting Information [Line Items] | |||||||
Interest rate margin | 1.25% | ||||||
Standard Bearer Master Leases | |||||||
Segment Reporting Information [Line Items] | |||||||
Lessee leasing arrangements, operating leases, number of renewal terms | renewal | 3 | ||||||
Lessee, operating lease, renewal term | 5 years | ||||||
Operating leases of lessee, contingent rentals, basis spread on variable rate | 2.50% | ||||||
Operating lease, lease income | $ 13,894 | $ 10,784 | $ 27,319 | $ 21,375 | |||
Standard Bearer Master Leases | Base Management Fee | |||||||
Segment Reporting Information [Line Items] | |||||||
Management fees, as a percentage of total revenues | 5% | ||||||
Management fees | $ 1,056 | $ 2,078 | |||||
Standard Bearer Master Leases | Incentive Management Fee | |||||||
Segment Reporting Information [Line Items] | |||||||
Management fees, as a percentage of total revenues | 1% | ||||||
Management fees, as a percentage of funds from operations | 5% | ||||||
Standard Bearer Master Leases | Total Management Fee | |||||||
Segment Reporting Information [Line Items] | |||||||
Management fees, as a percentage of total revenues | 6% | 6% | |||||
Standard Bearer Master Leases | Minimum | |||||||
Segment Reporting Information [Line Items] | |||||||
Lessee, operating lease, term of contract | 15 years | 15 years | |||||
Standard Bearer Master Leases | Maximum | |||||||
Segment Reporting Information [Line Items] | |||||||
Lessee, operating lease, term of contract | 19 years | 19 years | |||||
Campus Operation | Subsequent Event | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of businesses acquired | campusProperty | 1 | ||||||
Owned Properties | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of real estate properties | facility | 71 | 71 | |||||
Standard Bearer | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of real estate properties | facility | 95 | 95 | |||||
Standard Bearer | Owned Properties | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of businesses acquired | facility | 2 | ||||||
Purchase price | $ 17,412 | ||||||
Standard Bearer | Owned Properties | Subsequent Event | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of businesses acquired | skilledNursingProperty | 5 | ||||||
Purchase price | $ 47,900 | ||||||
Standard Bearer | Owned Properties | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of real estate properties | operation | 67 | 67 |
Business Segments - Narrative (
Business Segments - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) facility operation | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) facility operation segment | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Transitional and skilled service facilities | 215 | 215 | ||
Transitional and skilled services and senior living campuses | 25 | 25 | ||
Number of real estate properties | 100 | 100 | ||
Senior living facilities | 11 | 11 | ||
TOTAL REVENUE | $ | $ 732,486 | $ 638,536 | $ 1,445,931 | $ 1,265,789 |
Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | $ | $ 4,139 | $ 3,927 | $ 8,428 | $ 7,904 |
Owned Properties | ||||
Segment Reporting Information [Line Items] | ||||
Number of real estate properties | 71 | 71 | ||
Standard Bearer | ||||
Segment Reporting Information [Line Items] | ||||
Number of real estate properties | 95 | 95 | ||
Standard Bearer | Remaining Company | Skilled Nursing Operations | Spinoff | ||||
Segment Reporting Information [Line Items] | ||||
Number of real estate properties | operation | 1 | 1 | ||
Standard Bearer | Third Parties | ||||
Segment Reporting Information [Line Items] | ||||
Number of real estate properties | operation | 29 | 29 | ||
Standard Bearer | Owned Properties | ||||
Segment Reporting Information [Line Items] | ||||
Number of real estate properties | operation | 67 | 67 |
Business Segments - Schedule of
Business Segments - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | $ 732,486 | $ 638,536 | $ 1,445,931 | $ 1,265,789 |
Segment income (loss) | 70,490 | 64,341 | 136,716 | 126,687 |
Gain on sale of assets | 2,467 | 2,467 | 440 | |
Income before provision for income taxes | 72,957 | 64,341 | 139,183 | 127,127 |
Depreciation and amortization | 14,858 | 13,795 | 29,534 | 27,454 |
Interest expense | 2,688 | 1,634 | 4,756 | 3,275 |
Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 728,347 | 634,609 | 1,437,503 | 1,257,885 |
Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 4,139 | 3,927 | 8,428 | 7,904 |
Operating Segments | Skilled Services | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 702,478 | 612,882 | 1,389,249 | 1,213,918 |
Segment income (loss) | 102,266 | 90,010 | 200,522 | 178,941 |
Depreciation and amortization | 8,113 | 7,703 | 16,014 | 15,178 |
Interest expense | 0 | 0 | 0 | 0 |
Operating Segments | Skilled Services | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 702,478 | 612,882 | 1,389,249 | 1,213,918 |
Operating Segments | Skilled Services | Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Operating Segments | Standard Bearer | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 17,598 | 14,214 | 34,791 | 28,283 |
Segment income (loss) | 6,838 | 7,906 | 13,738 | 15,619 |
Depreciation and amortization | 5,216 | 4,248 | 10,237 | 8,403 |
Interest expense | 3,743 | 1,634 | 7,305 | 3,275 |
Operating Segments | Standard Bearer | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Operating Segments | Standard Bearer | Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 17,598 | 14,214 | 34,791 | 28,283 |
Operating Segments | All Other | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 30,619 | 25,245 | 57,949 | 50,974 |
Segment income (loss) | (38,614) | (33,575) | (77,544) | (67,873) |
Depreciation and amortization | 1,529 | 1,844 | 3,283 | 3,873 |
Interest expense | 889 | 1,247 | 0 | |
Operating Segments | All Other | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 28,787 | 23,428 | 54,254 | 47,347 |
Operating Segments | All Other | Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | 1,832 | 1,817 | 3,695 | 3,627 |
Intercompany Elimination | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | (18,209) | (13,805) | (36,058) | (27,386) |
Segment income (loss) | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest expense | (1,944) | 0 | (3,796) | 0 |
Intercompany Elimination | Service revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | (2,918) | (1,701) | (6,000) | (3,380) |
Intercompany Elimination | Rental revenue | ||||
Segment Reporting Information [Line Items] | ||||
TOTAL REVENUE | $ (15,291) | $ (12,104) | $ (30,058) | $ (24,006) |
Business Segments - Revenue by
Business Segments - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 732,486 | $ 638,536 | $ 1,445,931 | $ 1,265,789 |
Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 728,347 | 634,609 | 1,437,503 | 1,257,885 |
Rental revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 4,139 | $ 3,927 | $ 8,428 | $ 7,904 |
Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 100% | 100% | 100% | 100% |
Total Medicaid and Medicare | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 534,385 | $ 464,203 | $ 1,055,093 | $ 925,857 |
Total Medicaid and Medicare | Revenue Benchmark | Customer Concentration Risk | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 73.40% | 73.10% | 73.40% | 73.60% |
Total Medicaid and Medicare | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 73.40% | 73.10% | 73.40% | 73.60% |
Medicaid | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 294,128 | $ 251,455 | $ 560,476 | $ 482,813 |
Medicaid | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 40.40% | 39.60% | 39% | 38.40% |
Medicare | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 190,494 | $ 170,008 | $ 398,905 | $ 360,311 |
Medicare | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 26.20% | 26.80% | 27.70% | 28.60% |
Medicaid — skilled | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 49,763 | $ 42,740 | $ 95,712 | $ 82,733 |
Medicaid — skilled | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 6.80% | 6.70% | 6.70% | 6.60% |
Managed care | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 128,587 | $ 112,963 | $ 256,373 | $ 221,308 |
Managed care | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 17.70% | 17.80% | 17.80% | 17.60% |
Private and other | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 65,375 | $ 57,443 | $ 126,037 | $ 110,720 |
Private and other | Revenue Benchmark | Customer Concentration Risk | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Concentration risk | 8.90% | 9.10% | 8.80% | 8.80% |
Operating Segments | Skilled Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ 702,478 | $ 612,882 | $ 1,389,249 | $ 1,213,918 |
Operating Segments | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 702,478 | 612,882 | 1,389,249 | 1,213,918 |
Operating Segments | Skilled Services | Rental revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Operating Segments | Total Medicaid and Medicare | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 528,084 | 460,419 | 1,044,031 | 918,456 |
Operating Segments | Medicaid | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 287,827 | 247,671 | 549,414 | 475,412 |
Operating Segments | Medicare | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 190,494 | 170,008 | 398,905 | 360,311 |
Operating Segments | Medicaid — skilled | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 49,763 | 42,740 | 95,712 | 82,733 |
Operating Segments | Managed care | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 128,587 | 112,963 | 256,373 | 221,308 |
Operating Segments | Private and other | Skilled Services | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 45,807 | 39,500 | 88,845 | 74,154 |
Other Service Revenue | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 25,869 | 21,727 | 48,254 | 43,967 |
Other Service Revenue | Total Medicaid and Medicare | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 6,301 | 3,784 | 11,062 | 7,401 |
Other Service Revenue | Medicaid | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 6,301 | 3,784 | 11,062 | 7,401 |
Other Service Revenue | Medicare | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Other Service Revenue | Medicaid — skilled | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Other Service Revenue | Managed care | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 0 | 0 | 0 | 0 |
Other Service Revenue | Private and other | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | 19,568 | 17,943 | 37,192 | 36,566 |
Intercompany Elimination | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | (18,209) | (13,805) | (36,058) | (27,386) |
Intercompany Elimination | Service revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | (2,918) | (1,701) | (6,000) | (3,380) |
Intercompany Elimination | Rental revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
TOTAL REVENUE | $ (15,291) | $ (12,104) | $ (30,058) | $ (24,006) |
Operation Expansions (Details)
Operation Expansions (Details) seniorLivingUnit in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||
Aug. 01, 2022 USD ($) facility bed | Aug. 01, 2022 facility skilledNursingProperty bed | Aug. 01, 2022 facility operation bed | Aug. 01, 2022 facility campusProperty bed | Aug. 01, 2022 facility realEstateProperty bed | Jun. 30, 2022 USD ($) operation facility bed seniorLivingUnit | Jun. 30, 2021 USD ($) bed | Jun. 30, 2021 bed facility | Jun. 30, 2021 bed operation | |
Business Acquisition [Line Items] | |||||||||
Operational skilled nursing beds | bed | 25,500 | ||||||||
Operational senior living units | seniorLivingUnit | 3 | ||||||||
Payments to acquire business and asset acquisitions | $ 33,892 | ||||||||
Additions | 16,400 | ||||||||
Purchase price | 17,492 | $ 5,183 | |||||||
Payments to acquire businesses, gross | 6,000 | ||||||||
Two Acquisitions Concentrated in Property, Plant And Equipment | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, purchase price | $ 17,492 | ||||||||
Asset Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, purchase price | $ 11,183 | ||||||||
Skilled Nursing Operations | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Operational skilled nursing beds | bed | 1,100 | 1,100 | 1,100 | 1,100 | 1,100 | ||||
Asset acquisition, purchase price | $ 47,900 | ||||||||
Skilled Nursing Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | 4 | 1 | 12 | ||||||
Operational skilled nursing beds | bed | 453 | 1,263 | 1,263 | 1,263 | |||||
Skilled Nursing Operations | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | 7 | 3 | |||||||
Owned Properties | Standard Bearer | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | facility | 2 | ||||||||
Purchase price | $ 17,412 | ||||||||
Owned Properties | Standard Bearer | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | skilledNursingProperty | 5 | ||||||||
Purchase price | $ 47,900 | ||||||||
Senior Living Facilities | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | operation | 5 | ||||||||
Number of operations transferred from third parties | operation | 3 | ||||||||
Operational senior living units | facility | 633 | ||||||||
Senior Living Facilities | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Operational senior living units | facility | 61 | 61 | 61 | 61 | 61 | ||||
Two Acquisitions Concentrated In Goodwill | |||||||||
Business Acquisition [Line Items] | |||||||||
Additions | $ 16,400 | ||||||||
Campus Operation | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | campusProperty | 1 | ||||||||
Number of real estate skilled nursing properties acquired | skilledNursingProperty | 3 | ||||||||
Asset Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | operation | 9 | ||||||||
Business Combination | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | operation | 4 |
Property and Equipment _ Net (D
Property and Equipment — Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,230,722 | $ 1,184,201 |
Less: accumulated depreciation | (322,494) | (295,767) |
PROPERTY AND EQUIPMENT, NET | 908,228 | 888,434 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 121,381 | 121,164 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 669,215 | 646,221 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 145,522 | 140,012 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 279,231 | 262,246 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,373 | 4,305 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 11,000 | $ 10,253 |
Property and Equipment _ Net -
Property and Equipment — Net - Narrative (Details) - Senior Living Operations - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) facility | |
Property, Plant and Equipment [Line Items] | |
Senior living facility | facility | 2 |
Proceeds from sale of real estate | $ 7,707 |
Gains on sales property, plant and equipment | $ 2,567 |
Intangible Assets _ Net - Sched
Intangible Assets — Net - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,511 | $ 5,383 |
Accumulated Amortization | (2,976) | (2,731) |
Net | $ 2,535 | 2,652 |
Assembled occupancy | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 4 months 24 days | |
Gross Carrying Amount | $ 196 | 68 |
Accumulated Amortization | (196) | (68) |
Net | $ 0 | 0 |
Facility trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 30 years | |
Gross Carrying Amount | $ 733 | 733 |
Accumulated Amortization | (403) | (391) |
Net | $ 330 | 342 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 18 years 4 months 24 days | |
Gross Carrying Amount | $ 4,582 | 4,582 |
Accumulated Amortization | (2,377) | (2,272) |
Net | $ 2,205 | $ 2,310 |
Intangible Assets _ Net - Narra
Intangible Assets — Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 418 | $ 363 | $ 822 | $ 724 |
Operating lease expense | 41,311 | 38,460 | 82,748 | 75,669 |
Depreciation and amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Operating lease expense | $ 288 | $ 290 | $ 577 | $ 580 |
Intangible Assets _ Net - Futur
Intangible Assets — Net - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Year | ||
2022 (remainder) | $ 117 | |
2023 | 234 | |
2024 | 234 | |
2025 | 234 | |
2026 | 234 | |
2027 | 234 | |
Thereafter | 1,248 | |
Net | $ 2,535 | $ 2,652 |
Goodwill and Other Indefinite_3
Goodwill and Other Indefinite-Lived Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 60,469 |
Additions | 16,400 |
Balance at end of period | 76,869 |
Operating Segments | Skilled Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 51,486 |
Additions | 16,400 |
Balance at end of period | 67,886 |
All Other | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 8,983 |
Additions | 0 |
Balance at end of period | $ 8,983 |
Goodwill and Other Indefinite_4
Goodwill and Other Indefinite-Lived Intangible Assets - Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | $ 3,807 | $ 3,727 |
Trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | 889 | 889 |
Medicare and Medicaid licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Other indefinite-lived intangibles | $ 2,918 | $ 2,838 |
Restricted and Other Assets (De
Restricted and Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Debt issuance costs, net | $ 4,195 | $ 1,953 |
Long-term insurance losses recoverable asset | 8,440 | 6,755 |
Deposits with landlords | 14,725 | 13,705 |
Capital improvement reserves with landlords and lenders | 6,499 | 7,103 |
Deferred compensation plan investments | 23,151 | 17,530 |
RESTRICTED AND OTHER ASSETS | $ 57,010 | $ 47,046 |
Restricted and Other Assets - N
Restricted and Other Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Gain (loss) on deferral investment | $ (3,313) | $ 751 | $ (4,515) | $ 1,057 |
Deferral investment expense (income) | $ (3,300) | $ 780 | $ 4,511 | $ 1,131 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | |||
Quality assurance fee | $ 6,669 | $ 6,474 | |
Refunds payable | 36,912 | 34,814 | |
Resident advances | 6,273 | 9,337 | |
Unapplied state relief funds | 4,356 | 1,781 | |
Cash held in trust for patients | 5,757 | 6,430 | |
Dividends payable | 3,040 | 3,035 | $ 2,894 |
Property taxes | 7,670 | 9,124 | |
Legal finding accrued | 3,626 | 0 | |
Other | 11,490 | 18,415 | |
OTHER ACCRUED LIABILITIES | $ 85,793 | $ 89,410 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 15,154 | $ 13,758 | $ 31,292 | $ 26,707 |
Effective income tax rate | 22.50% | 21% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: current maturities | $ (3,944) | $ (3,760) |
Less: debt issuance costs, net | (3,209) | (3,324) |
Long-term debt—less current maturities | 151,105 | 152,883 |
Mortgage loans and promissory notes | Mortgage loans and promissory notes | ||
Debt Instrument [Line Items] | ||
Mortgage loans and promissory notes | $ 158,258 | $ 159,967 |
Debt - Credit Facility with a L
Debt - Credit Facility with a Lending Consortium Arranged by SunTrust (Details) | 6 Months Ended | ||||
Apr. 08, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jul. 27, 2022 USD ($) | Oct. 01, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||
Write-off of deferred financing fees | $ 566,000 | $ 0 | |||
Payments of deferred financing costs | 3,197,000 | $ 0 | |||
Truist | Revolving credit facility with Truist | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | $ 350,000,000 | |||
Total net debt ratio, maximum | 3 | ||||
Long-term debt, threshold for EBITDA ratio increase election | $ 50,000,000 | ||||
Total net debt ratio, maximum after increase election | 3.50 | ||||
Total net debt ratio, minimum | 1.50 | ||||
Long-term debt, gross | $ 0 | ||||
Truist | Revolving credit facility with Truist | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 0 | ||||
Truist | Revolving credit facility with Truist | Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||||
Truist | Revolving credit facility with Truist | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.40% | ||||
Truist | Revolving credit facility with Truist | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | 0.25% | ||||
Truist | Revolving credit facility with Truist | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | 1.25% | ||||
Truist | Revolving credit facility with Truist | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | 1.25% | ||||
Truist | Revolving credit facility with Truist | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | 2.25% |
Debt - Mortgage Loans and Promi
Debt - Mortgage Loans and Promissory Notes and Off-Balance Sheet Arrangements (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) subsidiary promissoryNote | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
Amount outstanding, current | $ 3,944 | $ 3,760 |
Letters of credit outstanding, pledged amount | $ 6,710 | |
Mortgage loans and promissory notes | ||
Debt Instrument [Line Items] | ||
Number of promissory notes | promissoryNote | 2 | |
Mortgage loans and promissory notes | Notes Payable Other Payables | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 158,258 | $ 159,967 |
Long-term debt—less current maturities | $ 154,314 | |
Mortgage loans and promissory notes | Mortgages | ||
Debt Instrument [Line Items] | ||
Prepayment penalty reduced rate during first three years | 10% | |
Prepayment penalty reduced rate during the fourth year | 3% | |
Prepayment penalty reduced rate for the fifth through tenth years | 1% | |
Mortgage loans and promissory notes | Mortgages | Twenty Three Subsidiaries | ||
Debt Instrument [Line Items] | ||
Number of operating subsidiaries | subsidiary | 23 | |
Notes payable | $ 155,074 | |
Mortgage loans and promissory notes | Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Debt Instrument, pre-payment fee reduction, term | 5 years | |
Debt instrument, term | 25 years | |
Mortgage loans and promissory notes | Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Debt Instrument, pre-payment fee reduction, term | 10 years | |
Debt instrument, term | 35 years | |
Mortgage loans and promissory notes | Notes Payable to Banks | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, effective percentage | 3.10% | |
Debt instrument, interest rate, stated percentage | 2.40% | |
Mortgage loans and promissory notes | Notes Payable to Banks | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, effective percentage | 4.20% | |
Debt instrument, interest rate, stated percentage | 3.30% | |
Mortgage loans and promissory notes | Promissory Note, 5.3% | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 5.30% | |
Debt instrument, term | 12 years | |
Mortgage loans and promissory notes | Promissory Note, 5.0% | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.30% | |
Debt instrument, term | 10 months |
Options and Awards - Stock Opti
Options and Awards - Stock Options, Narrative (Details) shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 shares | Jun. 30, 2021 shares | Jun. 30, 2022 installment $ / shares shares | Jun. 30, 2021 $ / shares shares | Dec. 31, 2017 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 154 | 209 | 318 | 345 | |
Grant date intrinsic value (in dollars per share) | $ / shares | $ 0 | $ 0 | |||
2022 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 3,268 | 3,268 | |||
Number of shares authorized (in shares) | 3,452 | ||||
Conversion to reduce shares availability | 1 | ||||
Other than options, conversion to reduce shares availability | 2 | ||||
Award vesting period | 5 years | ||||
Award vesting rights, percentage | 20% | ||||
Expiration period | 10 years | ||||
2022 Plan | Non-employee directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of installments | installment | 3 | ||||
Award requisite service period | 3 years |
Options and Awards - Valuation
Options and Awards - Valuation Assumptions (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Options Granted (in shares) | 154 | 209 | 318 | 345 |
Weighted Average Risk-Free Rate | 2.70% | 1% | 2.30% | 0.90% |
Expected Life | 6 years 1 month 6 days | 6 years 3 months 18 days | 6 years 1 month 6 days | 6 years 3 months 18 days |
Weighted Average Volatility | 42.10% | 42.30% | 42.20% | 42.20% |
Weighted Average Dividend Yield | 0.30% | 0.30% | 0.30% | 0.20% |
Options and Awards - Exercise P
Options and Awards - Exercise Price and Fair Value (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Granted (in shares) | 154 | 209 | 318 | 345 |
Weighted Average Exercise Price (in dollars per share) | $ 80.18 | $ 82.77 | ||
Weighted Average Fair Value of Options (in dollars per share) | $ 34.29 | $ 33.86 |
Options and Awards - Options Ou
Options and Awards - Options Outstanding Rollforward (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Number of Options Outstanding | |||||
Balance at beginning of period, (in shares) | 4,038 | ||||
Granted (in shares) | 154 | 209 | 318 | 345 | |
Forfeited (in shares) | (68) | ||||
Exercised (in shares) | (370) | ||||
Balance at end of period, (in shares) | 3,918 | 3,918 | |||
Weighted Average Exercise Price | |||||
Balance at beginning of period (in dollars per share) | $ 36.60 | ||||
Granted (in dollars per share) | 80.18 | $ 82.77 | |||
Forfeited (in dollars per share) | 57.40 | ||||
Exercised (in dollars per share) | 16.40 | ||||
Balance at end of period (in dollars per share) | $ 41.69 | $ 41.69 | |||
Number of options vested (in shares) | 2,151 | 2,151 | 2,183 | ||
Weighted average exercise price of options vested (in dollars per share) | $ 25.53 | $ 25.53 | $ 21.02 |
Options and Awards - Options _2
Options and Awards - Options Outstanding by Exercise Price (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding (in shares) | 3,918 |
Black-Scholes Fair Value | $ | $ 63,248 |
Stock options vested and exercisable (in shares) | 2,151 |
2012 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 5.56 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 6.75 |
Number outstanding (in shares) | 10 |
Black-Scholes Fair Value | $ | $ 32 |
Remaining Contractual Life (Years) | 0 years |
Stock options vested and exercisable (in shares) | 10 |
2013 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 6.76 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 9.74 |
Number outstanding (in shares) | 125 |
Black-Scholes Fair Value | $ | $ 476 |
Remaining Contractual Life (Years) | 1 year |
Stock options vested and exercisable (in shares) | 125 |
2014 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 8.94 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 16.05 |
Number outstanding (in shares) | 457 |
Black-Scholes Fair Value | $ | $ 2,204 |
Remaining Contractual Life (Years) | 2 years |
Stock options vested and exercisable (in shares) | 457 |
2015 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 18.20 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 21.39 |
Number outstanding (in shares) | 246 |
Black-Scholes Fair Value | $ | $ 1,910 |
Remaining Contractual Life (Years) | 3 years |
Stock options vested and exercisable (in shares) | 246 |
2016 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 15.93 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 16.86 |
Number outstanding (in shares) | 233 |
Black-Scholes Fair Value | $ | $ 1,377 |
Remaining Contractual Life (Years) | 4 years |
Stock options vested and exercisable (in shares) | 233 |
2017 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 15.80 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 19.41 |
Number outstanding (in shares) | 267 |
Black-Scholes Fair Value | $ | $ 1,583 |
Remaining Contractual Life (Years) | 5 years |
Stock options vested and exercisable (in shares) | 236 |
2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 22.49 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 32.71 |
Number outstanding (in shares) | 496 |
Black-Scholes Fair Value | $ | $ 4,806 |
Remaining Contractual Life (Years) | 6 years |
Stock options vested and exercisable (in shares) | 326 |
2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 41.07 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 45.76 |
Number outstanding (in shares) | 615 |
Black-Scholes Fair Value | $ | $ 9,651 |
Remaining Contractual Life (Years) | 7 years |
Stock options vested and exercisable (in shares) | 292 |
2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 44.84 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 59.49 |
Number outstanding (in shares) | 569 |
Black-Scholes Fair Value | $ | $ 11,205 |
Remaining Contractual Life (Years) | 8 years |
Stock options vested and exercisable (in shares) | 162 |
2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 73.47 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 83.64 |
Number outstanding (in shares) | 586 |
Black-Scholes Fair Value | $ | $ 19,222 |
Remaining Contractual Life (Years) | 9 years |
Stock options vested and exercisable (in shares) | 64 |
2022 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 79.79 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 80.60 |
Number outstanding (in shares) | 314 |
Black-Scholes Fair Value | $ | $ 10,782 |
Remaining Contractual Life (Years) | 10 years |
Stock options vested and exercisable (in shares) | 0 |
Options and Awards - Intrinsic
Options and Awards - Intrinsic Values (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | $ 130,564 | $ 191,242 | |
Vested | 103,713 | 137,382 | |
Expected to vest | 24,561 | $ 48,548 | |
Intrinsic value of options exercised in period | 25,642 | $ 26,715 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of options that vested in period | $ 10,409 | $ 17,618 |
Options and Awards - Restricted
Options and Awards - Restricted Stock Awards, Narrative (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, restricted awards, exercise price (in dollars per share) | $ 0 | |||
Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 46 | 54 | 158 | 144 |
Award vesting period | 5 years | |||
Granted (in dollars per share) | $ 77.06 | |||
Restricted Stock Awards | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 5 | 9 | ||
Restricted Stock Awards | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 73.17 | $ 82.20 | ||
Restricted Stock Awards | Minimum | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | 77.39 | |||
Restricted Stock Awards | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | 83.93 | $ 93.31 | ||
Restricted Stock Awards | Maximum | Non-employee directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 83.93 |
Options and Awards - Restrict_2
Options and Awards - Restricted Award Rollforward (Details) - Restricted Stock Awards - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Non-Vested Restricted Awards | ||||
Nonvested at beginning of period (in shares) | 549 | |||
Granted (in shares) | 46 | 54 | 158 | 144 |
Vested (in shares) | (199) | |||
Forfeited (in shares) | (16) | |||
Nonvested at end of period (in shares) | 492 | 492 | ||
Weighted Average Grant Date Fair Value | ||||
Nonvested at beginning of period (in dollars per share) | $ 52.16 | |||
Granted (in dollars per share) | 77.06 | |||
Vested (in dollars per share) | 54.74 | |||
Forfeited (in dollars per share) | 55.86 | |||
Nonvested at end of period (in dollars per share) | $ 59.01 | $ 59.01 |
Options and Awards - Long-Term
Options and Awards - Long-Term Incentive Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 27, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
TOTAL | $ 5,616 | $ 4,633 | $ 10,783 | $ 8,687 | |
Spinoff | 2019 LTI Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 500,000 | ||||
Award vesting period | 5 years | ||||
Award vesting rights, percentage | 20% | ||||
TOTAL | $ 195 | $ 202 | $ 390 | $ 403 |
Options and Awards - Compensati
Options and Awards - Compensation Expense (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
TOTAL | $ 5,616 | $ 4,633 | $ 10,783 | $ 8,687 |
Share-based compensation, options outstanding, weighted average remaining contractual term | 6 years | |||
Stock-based compensation expense related to stock options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
TOTAL | 2,786 | 2,026 | $ 5,306 | 3,759 |
Share-based compensation, nonvested awards, cost not yet recognized | $ 39,110 | $ 39,110 | ||
Share-based compensation, nonvested awards, cost not yet recognized, period for recognition | 3 years 8 months 12 days | |||
Share-based compensation, nonvested awards (in shares) | 1,767 | 1,767 | ||
Share-based compensation, options expected to vest, number (in shares) | 1,669 | 1,669 | ||
Stock-based compensation expense related to restricted stock awards | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
TOTAL | $ 2,456 | 2,076 | $ 4,758 | 3,914 |
Share-based compensation, nonvested awards, cost not yet recognized | 28,748 | $ 28,748 | ||
Share-based compensation, nonvested awards, cost not yet recognized, period for recognition | 3 years 4 months 24 days | |||
Stock-based compensation expense related to stock options and restricted stock awards to non-employee directors | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
TOTAL | $ 374 | $ 531 | $ 719 | $ 1,014 |
Leases - Lessee Narrative (Deta
Leases - Lessee Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 01, 2022 USD ($) bed | Aug. 01, 2022 bed operation | Aug. 01, 2022 bed realEstateProperty | Aug. 01, 2022 bed repurchaseProgram | Jun. 30, 2022 USD ($) facility agreement renewal bed | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) bed | Jun. 30, 2022 USD ($) facility operation agreement renewal bed lease | Jun. 30, 2021 USD ($) bed | Jun. 30, 2021 bed facility | Jun. 30, 2021 bed operation | |
Lessee, Lease, Description [Line Items] | |||||||||||
Master lease agreements | agreement | 8 | 8 | |||||||||
Lessee, operating lease, term of contract | 10 years | 10 years | |||||||||
Facilities under master lease arrangement | facility | 44 | 44 | |||||||||
Right-of-use assets obtained in exchange for new and modified operating lease obligations | $ 194,342 | $ 112,192 | |||||||||
Operating lease, weighted average remaining lease term | 15 years 1 month 6 days | 15 years 1 month 6 days | |||||||||
Operating lease, weighted average discount rate, percent | 6.80% | 6.80% | |||||||||
Operational skilled nursing beds | bed | 25,500 | 25,500 | |||||||||
Number of real estate properties | facility | 100 | 100 | |||||||||
Subsequent Event | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Fair value adjustment, lease liability and right-of-use assets | $ 10,080 | ||||||||||
Skilled Nursing Operations | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of businesses acquired | 4 | 1 | 12 | ||||||||
Operational skilled nursing beds | bed | 453 | 1,263 | 453 | 1,263 | 1,263 | 1,263 | |||||
Skilled Nursing Operations | Subsequent Event | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of businesses acquired | 7 | 3 | |||||||||
Cost of Sales and General and Administrative Expense | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Rent expense | $ 37,251 | $ 34,476 | $ 73,036 | $ 67,952 | |||||||
Minimum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, renewal term | 10 years | 10 years | |||||||||
Maximum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, renewal term | 15 years | 15 years | |||||||||
Affiliated Facility, Master Lease One | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term extension | 14 years | ||||||||||
Right-of-use assets obtained in exchange for new and modified operating lease obligations | $ 120,349 | ||||||||||
Amended Master Lease | Subsequent Event | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term extension | 20 years | 20 years | 20 years | 20 years | |||||||
Right-of-use assets obtained in exchange for new and modified operating lease obligations | $ 70,614 | ||||||||||
Operational skilled nursing beds | bed | 779 | 779 | 779 | 779 | |||||||
Amended Master Lease | Skilled Nursing Operations | Subsequent Event | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of businesses acquired | operation | 5 | ||||||||||
Number of businesses acquired subject to lease amendment | repurchaseProgram | 4 | ||||||||||
CareTrust REIT | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Skilled nursing, assisted living and independent living facilities | facility | 97 | 97 | |||||||||
Master lease agreements | agreement | 9 | 9 | |||||||||
Lessee, operating lease, renewal term | 5 years | 5 years | |||||||||
Operating leases of lessee, contingent rentals, basis spread on variable rate | 2.50% | 2.50% | |||||||||
Number of stand-alone leases | lease | 1 | ||||||||||
Rent expense | $ 16,007 | $ 14,419 | $ 31,652 | $ 28,499 | |||||||
CareTrust REIT | Minimum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 13 years | 13 years | |||||||||
Lessee leasing arrangements, operating leases, number of renewal terms | renewal | 2 | 2 | |||||||||
CareTrust REIT | Maximum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 20 years | 20 years | |||||||||
Lessee leasing arrangements, operating leases, number of renewal terms | renewal | 3 | 3 | |||||||||
CareTrust REIT | Third Party Tenants Under Triple Net Lease Arrangements | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Skilled nursing, assisted living and independent living facilities | facility | 96 | 96 | |||||||||
CareTrust REIT | Purchase Option | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Skilled nursing, assisted living and independent living facilities | facility | 4 | 4 | |||||||||
Various Landlords | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 15 years | 15 years | |||||||||
Lessee leasing arrangements, operating leases, number of renewal terms | renewal | 2 | 2 | |||||||||
Lessee, operating lease, renewal term | 5 years | 5 years | |||||||||
Various Landlords | Minimum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 5 years | 5 years | |||||||||
Various Landlords | Minimum | Equipment | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 3 years | 3 years | |||||||||
Various Landlords | Maximum | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 20 years | 20 years | |||||||||
Various Landlords | Maximum | Equipment | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lessee, operating lease, term of contract | 5 years | 5 years |
Leases - Lessee Lease Cost (Det
Leases - Lessee Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 41,311 | $ 38,460 | $ 82,748 | $ 75,669 |
Amortization of deferred rent | 116 | 109 | 240 | 221 |
Rent - cost of services | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 37,228 | 34,455 | 72,990 | 67,911 |
Variable lease, cost | 1,302 | 832 | 2,239 | 1,416 |
General and administrative expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 23 | 21 | 46 | 41 |
Depreciation and amortization | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 288 | 290 | 577 | 580 |
Variable lease costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Variable lease, cost | $ 3,772 | $ 3,694 | $ 9,135 | $ 7,137 |
Leases - Lessee Future Minimum
Leases - Lessee Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Year | ||
2022 (remainder) | $ 71,530 | |
2023 | 141,887 | |
2024 | 141,296 | |
2025 | 141,187 | |
2026 | 141,082 | |
2027 | 140,564 | |
Thereafter | 1,254,424 | |
TOTAL LEASE PAYMENTS | 2,031,970 | |
Less: present value adjustment | (756,866) | |
PRESENT VALUE OF TOTAL LEASE LIABILITIES | 1,275,104 | |
Less: current lease liabilities | (58,769) | $ (52,181) |
LONG-TERM OPERATING LEASE LIABILITIES | $ 1,216,335 | $ 1,056,515 |
Leases - Lessor Narrative (Deta
Leases - Lessor Narrative (Details) | 3 Months Ended | ||||
Jun. 30, 2022 facility | Jun. 30, 2022 seniorLivingCommunity | Jun. 30, 2022 operation | Oct. 31, 2019 operation | Oct. 01, 2019 | |
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 100 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Senior Living Operations | |||||
Lessor, Lease, Description [Line Items] | |||||
Senior living facility | 2 | ||||
Spinoff | Minimum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lessor, operating lease, term of contract | 14 years | ||||
Spinoff | Maximum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lessor, operating lease, term of contract | 16 years | ||||
Spinoff | Senior Living Facilities | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | operation | 1 | ||||
The Pennant Group, Inc. | Spinoff | Senior Living Facilities | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 29 | 3 | 29 |
Leases - Lessor Rental Income (
Leases - Lessor Rental Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Operating lease, lease income | $ 4,139 | $ 3,927 | $ 8,428 | $ 7,904 |
Pennant | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease, variable lease income | 327 | 266 | 657 | 580 |
Pennant | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease, lease income | 3,690 | 3,440 | 7,505 | 6,928 |
Other third-party | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease, lease income | $ 449 | $ 487 | $ 923 | $ 976 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remainder) | $ 8,098 |
2023 | 15,820 |
2024 | 15,373 |
2025 | 15,032 |
2026 | 14,821 |
2027 | 14,821 |
Thereafter | 77,369 |
TOTAL | $ 161,334 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 facility | Jun. 30, 2021 | Jun. 30, 2022 facility | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 27, 2022 USD ($) | |
Concentration Risk [Line Items] | ||||||
Facilities under Medicare probe reviews | facility | 22 | 22 | ||||
Subsequent Event | ||||||
Concentration Risk [Line Items] | ||||||
Cash, uninsured amount | $ | $ 567 | |||||
Customer Concentration Risk | Total Medicaid and Medicare | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 52.90% | 54% | ||||
Customer Concentration Risk | Total Medicaid and Medicare | Revenue Benchmark | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 73.40% | 73.10% | 73.40% | 73.60% |
Common Stock Repurchase Progr_2
Common Stock Repurchase Program (Details) - USD ($) shares in Thousands | 3 Months Ended | |||||
Jul. 28, 2022 | Feb. 09, 2022 | Oct. 21, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Repurchase of common stock, value | $ 20,000,000 | $ 9,882,000 | ||||
February 9, 2022 Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||
Stock repurchase program, period in force | 12 months | |||||
October 21, 2021 Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||
Stock repurchase program, period in force | 12 months | |||||
Repurchase of common stock (in shares) | 271 | 133 | 132 | |||
Repurchase of common stock, value | $ 20,000,000 | $ 9,882,000 | $ 10,118,000 | |||
July 2022 Repurchase Program | Subsequent Event | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||
Stock repurchase program, period in force | 12 months |