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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2024.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
    For the transition period from                      to                     .
Commission file number: 001-38900
__________________________
THE PENNANT GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)
Delaware
83-3349931
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)Identification No.)
1675 East Riverside Drive, Suite 150, Eagle, ID 83616
(Address of Principal Executive Offices and Zip Code)
(208) 506-6100
(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePNTGNasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of August 5, 2024, 30,206,741 shares of the registrant’s common stock were outstanding.



THE PENNANT GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
Item I. Financial Statements
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)

June 30, 2024December 31, 2023
Assets
Current assets:
Cash $3,043 $6,059 
Accounts receivable—less allowance for doubtful accounts of $253 and $259, respectively
76,089 61,116 
Prepaid expenses and other current assets14,981 12,902 
Total current assets94,113 80,077 
Property and equipment, net40,905 28,598 
Right-of-use assets267,353 262,923 
Deferred tax assets, net114  
Restricted and other assets11,953 9,337 
Goodwill110,487 91,014 
Other indefinite-lived intangibles77,542 67,742 
Total assets$602,467 $539,691 
Liabilities and equity
Current liabilities:
Accounts payable$15,392 $10,841 
Accrued wages and related liabilities30,601 28,256 
Operating lease liabilities—current18,473 17,122 
Other accrued liabilities19,223 15,330 
Total current liabilities83,689 71,549 
Long-term operating lease liabilities—less current portion251,613 248,596 
Deferred tax liabilities. net1,336 1,855 
Other long-term liabilities10,662 8,262 
Long-term debt, net82,174 63,914 
Total liabilities429,474 394,176 
Commitments and contingencies
Equity:
Common stock, $0.001 par value; 100,000 shares authorized; 30,493 and 30,150 shares issued and outstanding, respectively, at June 30, 2024; and 30,297 and 29,948 shares issued and outstanding, respectively, at December 31, 2023
30 29 
Additional paid-in capital110,311 105,712 
Retained earnings45,259 34,663 
Treasury stock, at cost, 3 shares at June 30, 2024 and December 31, 2023
(65)(65)
Total The Pennant Group, Inc. stockholders’ equity155,535 140,339 
Noncontrolling interest17,458 5,176 
Total equity172,993 145,515 
Total liabilities and equity$602,467 $539,691 
See accompanying notes to condensed consolidated financial statements.

1

THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except for per-share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue$168,745 $132,281 $325,660 $258,745 
Expense
Cost of services135,313 106,176 261,308 208,778 
Rent—cost of services10,524 9,836 20,908 19,433 
General and administrative expense11,878 8,791 23,314 17,496 
Depreciation and amortization1,468 1,214 2,799 2,494 
Loss (gain) on disposition of property and equipment, net
 3 (755)3 
Total expenses159,183 126,020 307,574 248,204 
Income from operations9,562 6,261 18,086 10,541 
Other (expense) income, net:
Other (expense) income(2)35 83 65 
Interest expense, net(1,622)(1,453)(3,414)(2,859)
Other expense, net(1,624)(1,418)(3,331)(2,794)
Income before provision for income taxes7,938 4,843 14,755 7,747 
Provision for income taxes1,844 1,921 3,603 2,828 
Net income 6,094 2,922 11,152 4,919 
Less: Net income attributable to noncontrolling interest404 125 556 272 
Net income attributable to The Pennant Group, Inc. $5,690 $2,797 $10,596 $4,647 
Earnings per share:
Basic$0.19 $0.09 $0.35 $0.16 
Diluted$0.18 $0.09 $0.35 $0.15 
Weighted average common shares outstanding:
Basic30,142 29,809 30,094 29,780 
Diluted30,781 30,193 30,583 30,171 

See accompanying notes to condensed consolidated financial statements.
2


THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)
Common StockAdditional Paid-In CapitalRetained EarningsTreasury StockNon-controlling Interest
SharesAmountSharesAmountTotal
Balance at December 31, 202330,297 $29 $105,712 $34,663 3 $(65)$5,176 $145,515 
Net income attributable to The Pennant Group, Inc.— — — 4,906 — — — 4,906 
Noncontrolling interests assumed related to acquisitions— — — — — — 11,726 11,726 
Net income attributable to noncontrolling interests— — — — — — 152 152 
Share-based compensation— — 1,440 — — — — 1,440 
Issuance of common stock from the exercise of stock options72 1 492 — — — — 493 
Net issuance of restricted stock2 — — — — — — — 
Balance at March 31, 202430,371 $30 $107,644 $39,569 3 $(65)$17,054 $164,232 
Net income attributable to The Pennant Group, Inc.— — — 5,690 — — — 5,690 
Net income attributable to noncontrolling interests— — — — — — 404 404 
Stock-based compensation— — 1,851 — — — — 1,851 
Issuance of common stock from the exercise of stock options100 — 816 — — — — 816 
Net issuance of restricted stock22 — — — — — — — 
Balance at June 30, 202430,493 $30 $110,311 $45,259 3 $(65)$17,458 $172,993 

Common StockAdditional Paid-In CapitalRetained EarningsTreasury StockNon-controlling Interest
SharesAmountSharesAmountTotal
Balance at December 31, 202230,149 $29 $99,764 $21,284 3 $(65)$4,645 $125,657 
Net income attributable to The Pennant Group, Inc.— — — 1,850 — — — 1,850 
Net income attributable to noncontrolling interests— — — — — — 147 147 
Share-based compensation— — 1,367 — — — — 1,367 
Issuance of common stock from the exercise of stock options26 — 203 — — — — 203 
Net issuance of restricted stock28 — — — — — — — 
Balance at March 31, 202330,203 $29 $101,334 $23,134 3 $(65)$4,792 $129,224 
Net loss attributable to The Pennant Group, Inc.— — — 2,797 — — — 2,797 
Net income attributable to noncontrolling interests— — — — — — 125 125 
Share-based compensation— — 1,303 — — — — 1,303 
Issuance of common stock from the exercise of stock options38 — 249 — — — — 249 
Net issuance of restricted stock10 — — — — — — — 
Balance at June 30, 202330,251 $29 $102,886 $25,931 3 $(65)$4,917 $133,698 

See accompanying notes to condensed consolidated financial statements.
3

THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net income$11,152 $4,919 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,799 2,494 
Amortization of deferred financing fees261 261 
(Gain) loss on disposition of property and equipment, net(755)3 
Provision for doubtful accounts457 349 
Share-based compensation3,291 2,670 
Deferred income taxes(634)2,365 
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable(15,429)(2,631)
Prepaid expenses and other assets(2,905)5,607 
Operating lease obligations(130)182 
Accounts payable4,804 (732)
Accrued wages and related liabilities2,345 (435)
Other accrued liabilities4,396 (99)
Income taxes payable31  
Other long-term liabilities1,353 580 
Net cash provided by operating activities11,036 15,533 
Cash flows from investing activities:
Purchase of property and equipment(4,762)(3,973)
Cash payments for business acquisitions(16,680)(7,261)
Cash payments for asset acquisitions(11,380) 
Escrow deposits(1,755) 
Other1,297 8 
Net cash used in investing activities(33,280)(11,226)
Cash flows from financing activities:
Proceeds from Revolving Credit Facility134,000 94,000 
Payments on Revolving Credit Facility(116,000)(98,000)
Finance lease obligations(81) 
Issuance of common stock upon the exercise of options1,309 452 
Net cash provided by (used in) financing activities19,228 (3,548)
Net (decrease) increase in cash (3,016)759 
Cash beginning of period6,059 2,079 
Cash end of period$3,043 $2,838 

See accompanying notes to condensed consolidated financial statements.

4

THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(unaudited, in thousands)
Six Months Ended June 30,
20242023
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest$3,377 $2,857 
Income taxes$3,308 $160 
Lease liabilities$19,248 $17,898 
Right-of-use assets obtained in exchange for new operating lease obligations$13,822 $8,329 
Non-cash investing activity:
Capital expenditures in accounts payable$66 $402 

See accompanying notes to condensed consolidated financial statements.

5

THE PENNANT GROUP INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data and operational senior living units)


1. DESCRIPTION OF BUSINESS
The Pennant Group, Inc. (herein referred to as “Pennant,” the “Company,” “it,” or “its”), is a holding company with no direct operating assets, employees or revenue. The Company, through its independent operating subsidiaries, provides healthcare services across the post-acute care continuum. As of June 30, 2024, the Company’s subsidiaries operated 117 home health, hospice and home care agencies and 54 senior living communities located in Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming.

Certain of the Company’s subsidiaries, collectively referred to as the Service Center, provide accounting, payroll, human resources, information technology, legal, risk management, and other services to the operations through contractual relationships. The Service Center also provides certain of these services to unaffiliated third parties under management agreements.

Each of the Company’s affiliated operations are operated by separate, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities are not meant to imply, nor should they be construed as meaning, that Pennant has direct operating assets, employees or revenue, or that any of the subsidiaries are operated by Pennant.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of the Company (the “Interim Financial Statements”) reflect the Company’s financial position, results of operations, and cash flows of the business. The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”). Management believes that the Interim Financial Statements reflect, in all material respects, all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP. The results reported in these Interim Financial Statements are not necessarily indicative of results that may be expected for the entire year.

The Condensed Consolidated Balance Sheet as of December 31, 2023 is derived from the Company’s annual audited Consolidated Financial Statements for the fiscal year ended December 31, 2023, which should be read in conjunction with these Interim Financial Statements. Certain information in the accompanying footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with GAAP.

All significant intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. The Company presents noncontrolling interests within the equity section of its Condensed Consolidated Balance Sheets and the amount of consolidated net income that is attributable to the Company and the noncontrolling interest in its Condensed Consolidated Statements of Income.

The Company consists of various limited liability companies and corporations established to operate home health, hospice, home care, and senior living operations. The Interim Financial Statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest.

Estimates and Assumptions - The preparation of the Interim Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Interim Financial Statements relate to self-insurance reserves, revenue recognition, and intangible assets and goodwill. Actual results could differ from those estimates.

State relief funding. The Company receives state relief funding through programs from various states, including healthcare relief funding under the American Rescue Plan Act (ARPA), and other state specific relief programs. The funding generally incorporates specific use requirements primarily for direct patient care including labor related expenses that are attributable to the COVID-19 pandemic or are associated with providing patient care.

These funds are recognized as a reduction of cost of services expenses when related expenses are incurred. As of June 30, 2024 and December 31, 2023, the Company had $1,162 and $780 in unapplied state relief funds, respectively. The unapplied state relief funds received are recorded in other accrued liabilities. The Company recognized state relief funding
6

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


totaling $1,124 and $1,577 for the three and six months ended June 30, 2024, and $1,397 and $2,082 for the three and six months ended June 30, 2023, respectively, which the Company recognized as a reduction of cost of services expense.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (“FASB”) 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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker and other items, and also requires the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, which will be the Company's fiscal year 2024, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its quarterly and annual reports.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, which will be the Company's fiscal year 2025, with early adoption permitted. The Company doesn’t expect it to have any material impacts.
3. TRANSACTIONS WITH ENSIGN
Pennant completed its separation from The Ensign Group, Inc. (“Ensign”) in 2019. Certain directors who serve on our Board of Directors also serve as directors of Ensign and own shares of Ensign common stock. Pennant and Ensign continue to partner in the provision of services along the healthcare continuum.

The Company incurred costs of $302 and $582 for the three and six months ended June 30, 2024, and $192 and $465 for the three and six months ended June 30, 2023, respectively, that related primarily to shared services at proximate operations.

Expenses related to room and board charges at Ensign skilled nursing facilities for hospice patients were $1,570 and $3,070 for the three and six months ended June 30, 2024, and $1,014 and $1,954 for the three and six months ended June 30, 2023, respectively, and are included in cost of services.

The Company’s independent operating subsidiaries leased 29 communities from subsidiaries of Ensign under a master lease arrangement as of both June 30, 2024 and June 30, 2023. See further discussion below at Note 13, Leases.

4. NET INCOME PER COMMON SHARE
Basic net income per share is computed by dividing net income attributable to stockholders of the Company 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.

7

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following table sets forth the computation of basic and diluted net income per share for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Numerator: 
Net income attributable to The Pennant Group, Inc.$5,690 $2,797 $10,596 $4,647 
Denominator:
Weighted average shares outstanding for basic net income per share30,142 29,809 30,094 29,780 
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock(a)
639 384 489 391 
Adjusted weighted average common shares outstanding for diluted income per share30,781 30,193 30,583 30,171 
Earnings Per Share:
Basic net income per common share$0.19 $0.09 $0.35 $0.16 
Diluted net income per common share$0.18 $0.09 $0.35 $0.15 
(a)
The diluted per share amounts do not reflect common share equivalents outstanding of 1,375 and 1,788 for the three and six months ended June 30, 2024, and 2,312 and 2,158 for the three and six months ended June 30, 2023, respectively, because of their anti-dilutive effect.
5. REVENUE AND ACCOUNTS RECEIVABLE
Revenue is recognized when services are provided to the patients at the amount that reflects the consideration to which the Company expects to be entitled from patients and third-party payors, including Medicare, Medicaid, and managed care programs (Commercial, Medicare Advantage and Managed Medicaid plans). The healthcare services in home health and hospice patient contracts include routine services in exchange for a contractual agreed-upon amount or rate. Routine services are treated as a single performance obligation satisfied over time as services are rendered. As such, patient care services represent a bundle of services that are not capable of being distinct within the context of the contract. Additionally, there may be ancillary services which are not included in the rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered.

Revenue recognized from healthcare services is 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 rates, adjusted for estimates of variable consideration. The Company uses the expected value method in determining the variable component that should be used to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net service revenue in the period such variances become known.

The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with its patients by reportable operating segments and payors. The Company has determined that disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

8

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The Company’s service specific revenue recognition policies are as follows:

Home Health Revenue

Medicare Revenue

Net service revenue is recognized in accordance with the Patient Driven Groupings Model (“PDGM”). Under PDGM, Medicare provides agencies with payments for each 30-day payment period provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day payment period is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day payment period; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments.

The Company adjusts Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.

In addition to revenue recognized on completed episodes and periods, the Company also recognizes a portion of revenue associated with episodes and periods in progress. Episodes in progress are 30-day payment periods that begin during the reporting period but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per period of care or episode of care and the Company’s estimate of the average percentage complete based on the scheduled end of period and end of episode dates.

Non-Medicare Revenue

Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including carriers administering Medicare Advantage programs. These rates can vary based upon the negotiated terms.

Non-episodic Based Revenue - Revenue is recognized on an accrual basis based upon the date of service at amounts equal to its established or estimated per visit rates, as applicable.

Hospice Revenue

Revenue is recognized on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are calculated as daily rates for each of the levels of care the Company delivers. Revenue is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company regularly evaluates and records these adjustments as a reduction to revenue and an increase to other accrued liabilities.

Senior Living Revenue

The Company has elected the lessor practical expedient within ASC Topic 842, Leases and therefore recognizes, measures, presents, and discloses the revenue for services rendered under the Company’s senior living residency agreements
9

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the services included under the Company’s senior living residency agreements each have the same timing and pattern of transfer. The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers for its senior residency agreements, for which it has determined that the non-lease components of such residency agreements are the predominant component of each such contract.

The Company’s senior living revenue consists of fees for basic housing and assisted living care. Accordingly, the Company records revenue when services are rendered on the date services are provided at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.

Revenue By Payor

Revenue by payor for the three months ended June 30, 2024 and 2023, is summarized in the following tables:

Three Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$30,389 $51,491 $ $81,880 48.5 %
Medicaid7,400 6,463 12,599 26,462 15.7 
Subtotal37,789 57,954 12,599 108,342 64.2 
Managed care20,335 1,014  21,349 12.7 
Private and other(a)
7,830 379 30,845 39,054 23.1 
Total revenue$65,954 $59,347 $43,444 $168,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Three Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$23,920 $40,294 $ $64,214 48.5 %
Medicaid2,466 4,682 11,783 18,931 14.3 
Subtotal26,386 44,976 11,783 83,145 62.8 
Managed care15,837 1,417  17,254 13.1 
Private and other(a)
6,235 169 25,478 31,882 24.1 
Total revenue$48,458 $46,562 $37,261 $132,281 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.

10

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Revenue by payor for the six months ended June 30, 2024 and 2023, is summarized in the following tables:

Six Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$60,231 $98,630 $ $158,861 48.8 %
Medicaid13,945 12,622 24,961 51,528 15.8 
Subtotal74,176 111,252 24,961 210,389 64.6 
Managed care39,421 2,050  41,471 12.7 
Private and other(a)
14,240 652 58,908 73,800 22.7 
Total revenue$127,837 $113,954 $83,869 $325,660 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Six Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$47,296 $77,674 $ $124,970 48.3 %
Medicaid4,657 9,280 22,625 36,562 14.1 
Subtotal51,953 86,954 22,625 161,532 62.4 
Managed care31,769 2,611  34,380 13.3 
Private and other(a)
12,526 286 50,021 62,833 24.3 
Total revenue$96,248 $89,851 $72,646 $258,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.

Balance Sheet Impact

Included in the Company’s Condensed Consolidated Balance Sheets are contract assets, comprised of billed accounts receivable and unbilled receivables, which are the result of the timing of revenue recognition, billings and cash collections, as well as, contract liabilities, which primarily represent payments the Company receives in advance of services provided.

Accounts receivable, net as of June 30, 2024 and December 31, 2023 is summarized in the following table:

June 30, 2024December 31, 2023
Medicare$43,640 $35,665 
Medicaid14,510 11,578 
Managed care14,814 11,752 
Private and other3,378 2,380 
Accounts receivable, gross76,342 61,375 
Less: allowance for doubtful accounts(253)(259)
Accounts receivable, net$76,089 $61,116 

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
11

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s gross receivables from the Medicare and Medicaid programs accounted for approximately 76.2% and 77.0% of its total gross accounts receivable as of June 30, 2024 and December 31, 2023, respectively. Combined revenue from reimbursement under the Medicare and Medicaid programs accounted for 64.2% and 64.6% of the Company’s revenue for the three and six months ended June 30, 2024, and 62.8% and 62.4% of the Company’s revenue for the three and six months ended June 30, 2023 respectively.

Practical Expedients and Exemptions

As the Company’s contracts have an original duration of one year or less, the Company uses the practical expedient applicable to its contracts and does not consider the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. In addition, the Company has applied the practical expedient provided by ASC 340, Other Assets and Deferred Costs, and all incremental customer contract acquisition costs are expensed as they are incurred because the amortization period would have been one year or less.

6. BUSINESS SEGMENTS
The Company classifies its operations into the following reportable operating segments: (1) home health and hospice services, which includes the Company’s home health, hospice and home care businesses; and (2) senior living services, which includes the operation of assisted living, independent living and memory care communities. The reporting segments are business units that offer different services and are managed separately to provide greater visibility into those operations. The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information at the operating segment level. The Company also reports an “all other” category that includes general and administrative expense from the Company’s Service Center.

As of June 30, 2024, the Company provided services through 117 affiliated home health, hospice and home care agencies, and 54 affiliated senior living operations. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company’s Service Center provides various services to all lines of business. The Company does not review assets by segment and therefore assets by segment are not disclosed below.

The CODM uses Segment Adjusted EBITDAR from Operations as the primary measure of profit and loss for the Company's reportable segments and to compare the performance of its operations with those of its competitors. Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs and credit allowances, (4) the costs associated with transitioning operations, (5) unusual, non-recurring or redundant charges, and (6) net income attributable to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other,” accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
12

THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following tables present certain financial information regarding the Company’s reportable segments, general and administrative expenses are not allocated to the reportable segments and are included in “All Other” for the three and six months ended June 30, 2024 and 2023:

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Three Months Ended June 30, 2024
Revenue$125,301 $43,444 $ $168,745 
Segment Adjusted EBITDAR from Operations$21,214 $12,804 $(10,546)$23,472 
Three Months Ended June 30, 2023
Revenue$95,020 $37,261 $ $132,281 
Segment Adjusted EBITDAR from Operations$15,681 $11,680 $(7,885)$19,476 

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Six Months Ended June 30, 2024
Revenue$241,791 $83,869 $ $325,660 
Segment Adjusted EBITDAR from Operations$40,764 $24,815 $(20,707)$44,872 
Six Months Ended June 30, 2023
Revenue$186,099 $72,646 $ $258,745 
Segment Adjusted EBITDAR from Operations$30,093 $21,921 $(15,399)$36,615 

The following table provides a reconciliation of Segment Adjusted EBITDAR from Operations to Condensed Consolidated Income from Operations:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Segment Adjusted EBITDAR from Operations$23,472 $19,476 $44,872 $36,615 
Less: Depreciation and amortization1,468 1,214 2,799 2,494 
Rent—cost of services10,524 9,836 20,908 19,433 
Other (expense) income(2)35 83 65 
Adjustments to Segment EBITDAR from Operations:
Less: Costs at start-up operations(a)
(55)65 (137)268 
Share-based compensation expense and related taxes(b)
1,949 1,354 3,475 2,773 
Acquisition related costs and credit allowances(c)
365 72 502 104 
Costs associated with transitioning operations(d)
33 538 (595)585 
Unusual, non-recurring or redundant charges(e)
32 226 307 624 
Add: Net income attributable to noncontrolling interest404 125 556 272 
Condensed Consolidated Income from Operations$9,562 $6,261 $18,086 $10,541 
(a)Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
(b)
Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
(c)
Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
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(d)During the three months ended March 31, 2023, an affiliate of the Company placed its memory care units into transition and began seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.
(e)Represents unusual or non-recurring charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.

7. ACQUISITIONS
The Company is focused on acquiring operations that are complementary to the Company’s current businesses, accretive to the Company’s business or otherwise advance the Company’s strategy. The results of all the Company’s independent operating subsidiaries are included in the Interim Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting.

2024 Acquisitions

During the six months ended June 30, 2024, the Company expanded its operations with the addition of four home health agencies, two hospice agencies, and three senior living communities. The Company also acquired the real estate of two of three senior living communities. The aggregate purchase price of the real estate of the two senior living communities acquired was $10,380 which consisted primarily of land and building. In connection with the third senior living community, the Company entered into a new long-term “triple-net” lease. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction. These new communities included 261 operational senior living units to be operated by the Company's independent operating subsidiaries.

On January 1, 2024, the Company announced it closed on a joint venture for a home health agency with John Muir Health (“Muir”), a leading nonprofit integrated health system serving communities throughout the east bay region of San Francisco, California. The transaction combines certain assets and the operations of Muir’s home health business and the assets and operations of a local Pennant-affiliated home health agency. The joint venture is majority-owned and managed by an independent operating subsidiary of the Company and provides home health services to patients throughout the San Francisco east bay region. Along with the assets contributed by a local Pennant-affiliated home health agency, the Company paid Muir $11,680 for a majority interest in the joint venture.

The fair value of assets for the joint venture acquired was mostly concentrated in goodwill and intangible assets and as such, this transaction was classified as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The fair value of assets acquired for the business combination was $28,406, which preliminarily consisted of goodwill of $19,473, indefinite-lived intangible assets of $8,800 related to a Medicare and Medicaid license, and equipment of $133. The Company acquired a 60.0% ownership interest in the joint venture. The contributions of assets by Muir to the joint venture, resulted in the Company recording a noncontrolling interest with a fair value of $11,726. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

The fair value of assets for one home health agency and one hospice agency acquired were mostly concentrated in goodwill and intangible assets. This transaction was classified as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combination was $5,000, which preliminarily consisted of goodwill of $3,267, indefinite-lived intangible assets of $1,600 related to Medicare and Medicaid licenses, and equipment and other assets of $133. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

One hospice and two home health agencies acquired were Medicare licenses and are considered asset acquisitions. The fair value of the licenses acquired was $1,000 and was recorded in other indefinite-lived intangibles.

There were no material acquisition costs that were expensed related to the business combinations during the six months ended June 30, 2024.

2023 Acquisitions

During the six months ended June 30, 2023, the Company expanded its operations with the addition of three home health agencies, one hospice agency, two home care agencies, and two senior living communities. In connection with the
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addition of the two senior living communities, the Company entered into a new long-term “triple-net” lease. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction.

The fair value of assets for two home health agencies , two home care agencies, and one hospice agency acquired were mostly concentrated in goodwill and intangible assets and as such, these transactions were classified as business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combinations was $7,261, which consisted of equipment and other assets of $1,027, goodwill of $4,117, and indefinite-lived intangible assets of $2,012 related to Medicare and Medicaid licenses, and other intangible assets of $186 less assumed liabilities of $81. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

One home health agency acquired was a Medicare license and is considered an asset acquisition. The fair value of the home health license acquired was $210 and was allocated to indefinite-lived intangible assets.

There were no material acquisition costs that were expensed related to the business combinations during the six months ended June 30, 2023.


Subsequent Events

On August 1, 2024, the Company closed on the acquisition of certain affiliates of Signature Healthcare at Home (“Signature”) located in Washington and Idaho for an aggregate purchase price of $32,000. The acquisition will add to the Company’s existing strength in the region while building out its operational footprint. We are currently in the process of finalizing our accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration in a subsequent quarter.

The Company has an agreement to purchase additional Signature assets located in Oregon which is anticipated to close January 1, 2025. The final purchase price is subject to certain adjustments based on potential changes in the business between the signing and closing of the agreement.

8. PROPERTY AND EQUIPMENT—NET
Property and equipment, net consist of the following:

June 30, 2024December 31, 2023
Land$5,433 $96 
Building8,778 1,890 
Leasehold improvements20,296 21,204 
Equipment32,707 29,247 
Furniture and fixtures1,452 1,238 
68,666 53,675 
Less: accumulated depreciation(27,761)(25,077)
Property and equipment, net$40,905 $28,598 

Depreciation expense was $1,468 and $2,799 for the three and six months ended June 30, 2024, respectively, and $1,211 and $2,486 for the three and six months ended June 30, 2023 respectively.

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets, which are evaluated for impairment. Long-lived assets include assets such as property and equipment, operating lease assets and certain intangible assets. The inputs used to determine the fair value of long-lived assets in the impairment analysis are considered Level 3 measurements due to their subjective nature. Management has evaluated its long-lived assets and determined there was no impairment recorded during the three and six months ended June 30, 2024 and 2023.

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9. GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
The following table represents activity in goodwill by segment for the six months ended June 30, 2024:

Home Health and Hospice ServicesSenior Living ServicesTotal
December 31, 2023$87,372 $3,642 $91,014 
Additions19,473  19,473 
June 30, 2024$106,845 $3,642 $110,487 

Other indefinite-lived intangible assets consist of the following:

June 30, 2024December 31, 2023
Trade name$1,385 $1,385 
Medicare and Medicaid licenses76,157 66,357 
Total$77,542 $67,742 

No goodwill or intangible asset impairment charges were recorded during the three and six months ended June 30, 2024 and 2023.

10. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:

June 30, 2024December 31, 2023
Refunds payable$1,459 $1,566 
Deferred revenue1,706 1,658 
Resident deposits1,854 2,367 
Property taxes789 1,255 
Deferred state relief funds1,162 780 
Accrued self-insurance liabilities6,488 4,392 
Other5,765 3,312 
Other accrued liabilities$19,223 $15,330 

Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits to residents.

11. DEBT
Long-term debt, net consists of the following:
June 30, 2024December 31, 2023
Revolving Credit Facility$83,000 $65,000 
Less: unamortized debt issuance costs(a)
(826)(1,086)
Long-term debt, net$82,174 $63,914 
(a)
Amortization expense for debt issuance costs was $130 and $261 for the three and six months ended June 30, 2024, respectively, and $130 and $261 for the three and six months ended June 30, 2023, respectively, and is recorded in interest expense, net on the Condensed Consolidated Statements of Income.

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On February 23, 2021, Pennant entered into an amendment to its existing credit agreement (as amended, the “Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $150,000 (the “Revolving Credit Facility”). On June 12, 2023, Pennant entered into a second amendment to the Credit Agreement that modified the reference rate from LIBOR to Standard Overnight Financing Rate (“SOFR”). The interest rates applicable to loans under the Revolving Credit Facility are, at the Company’s election, either (i) Adjusted Term SOFR (as defined in the Credit Agreement) plus a margin ranging from 2.25% to 3.25% per annum or (ii) Base Rate plus a margin ranging from 1.25% to 2.25% per annum, in each case, based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (each, as defined in the Credit Agreement). In addition, Pennant pays a commitment fee on the undrawn portion of the commitments under the Revolving Credit Facility which ranges from 0.35% to 0.50% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company is not required to repay any loans under the Credit Agreement prior to maturity in 2026, other than to the extent the outstanding borrowings exceed the aggregate commitments under the Credit Agreement. As of June 30, 2024, the Company’s weighted average interest rate on its outstanding debt was 8.35%. As of June 30, 2024, the Company had available borrowing on the Revolving Credit Facility of $62,814, which is net of outstanding letters of credit of $4,186.

The fair value of the Revolving Credit Facility approximates carrying value, due to the short-term nature and variable interest rates. The fair value of this debt is categorized within Level 2 of the fair value hierarchy based on the observable market borrowing rates.

The Credit Agreement is guaranteed, jointly and severally, by certain of the Company’s independent operating subsidiaries, and is secured by a pledge of stock of the Company's material independent operating subsidiaries as well as a first lien on substantially all of each material operating subsidiary's personal property. The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Financial covenants require compliance with certain levels of leverage ratios that impact the amount of interest. As of June 30, 2024, the Company was compliant with all such financial covenants.

Subsequent Events

On July 31, 2024, Pennant entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”), which provides for a revolving credit facility (the “2024 Revolving Credit Facility”) with a syndicate of banks with a borrowing capacity of $250,000. The interest rates applicable to loans under the 2024 Revolving Credit Facility are, at the Company’s election, either (i) Term SOFR (as defined in the Amended Credit Agreement) plus a margin ranging from 1.75% to 2.75% per annum or (ii) Base Rate plus a margin ranging from 0.75% to 1.75% per annum, in each case based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (each, as defined in the Amended Credit Agreement). In addition, Pennant will pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Facility that will range from 0.25% to 0.45% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company is not required to repay any loans under the Amended Credit Agreement prior to maturity in July 2029.

12. OPTIONS AND AWARDS
Outstanding options and restricted stock awards of the Company were granted under the 2019 Omnibus Incentive Plan (the OIP) and Long-Term Incentive Plan (the LTIP,” and together with the OIP, the “Pennant Plans”).

Under the Pennant Plans, stock-based payment awards, including employee stock options, restricted stock awards (“RSA”), and restricted stock units (“RSU” and together with RSA, “Restricted Stock”) are issued based on estimated fair value. The following disclosures represent share-based compensation expense relating to employees of the Company’s subsidiaries and non-employee directors who have awards under the Pennant Plans.

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THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Total share-based compensation expense for all Plans for the three and six months ended June 30, 2024 and 2023 was:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Share-based compensation expense related to stock options$1,254 984 $2,251 $1,834 
Share-based compensation expense related to Restricted Stock149 180 242 357 
Share-based compensation expense related to Restricted Stock to non-employee directors448 139 798 479 
Total share-based compensation$1,851 $1,303 $3,291 $2,670 

In future periods, the Company estimates it will recognize the following share-based compensation expense for unvested stock options and unvested Restricted Stock as of June 30, 2024:

Unrecognized Compensation ExpenseWeighted Average Recognition Period
(in years)
Unvested Stock Options$15,396 3.7
Unvested Restricted Stock1,822 3.1
Total unrecognized share-based compensation expense$17,218 
Stock Options

Under the Pennant Plans, options granted to employees of the subsidiaries of Pennant generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years after the date of grant.

The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for share-based payment awards under the Plans. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility and expected option life. The Company develops estimates based on historical data and market information, which can change significantly over time.

The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted as of June 30:

Grant YearOptions GrantedRisk-Free Interest Rate
Expected Life(a)
Expected Volatility(b)
Dividend YieldWeighted Average Fair Value of Options
2024714 4.3 %6.542.6 % %$9.89 
2023656 4.0 %6.541.6 % %$6.78 
(a)
Under the midpoint method, the expected option life is the midpoint between the contractual option life and the average vesting period for the options being granted. This resulted in an expected option life of 6.5 years for the options granted.
(b)Because the Company’s equity shares have been traded for a relatively short period of time, expected volatility assumption was based on the volatility of related industry stocks.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following table represents the employee stock option activity during the six months ended June 30, 2024:

Number of
Options
Outstanding
Weighted
Average
Exercise Price
Number of
Options Vested
Weighted
Average
Exercise Price
of Options
Vested
December 31, 20232,924 18.79 1,190 $19.14 
Granted714 19.96 
Exercised(172)7.63 
Forfeited(107)20.73 
Expired(60)30.58 
June 30, 20243,299 $19.33 1,226 $20.42 

Restricted Stock

A summary of the status of Pennant’s non-vested Restricted Stock, and changes during the six months ended June 30, 2024, is presented below:

Non-Vested Restricted StockWeighted Average Grant Date Fair Value
December 31, 2023265 $14.27 
Granted45 17.73 
Vested(55)17.62 
Forfeited(21)16.26 
June 30, 2024234 $13.97 

13. LEASES
The Company’s independent operating subsidiaries lease senior living communities and its administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from 15 to 25 years. The Company’s independent operating subsidiaries also lease the administrative offices of home health and hospice agencies, which generally have lease terms that range from one to 11 years. Most of these leases contain renewal options, most involve rent increases and none contain purchase options. The lease term excludes lease renewals because the renewal rents are not at a bargain, there are no economic penalties for the Company to renew the lease, and it is not reasonably certain that the Company will exercise the extension options. The Company elected the accounting policy practical expedients in ASC 842 to: (i) combine associated lease and non-lease components into a single lease component; and (ii) exclude recording short-term leases as right-of-use assets and liabilities on the condensed consolidated balance sheets. Non-lease components, which are not significant overall, are combined with lease components.

As of June 30, 2024, the Company’s independent operating subsidiaries leased 29 senior living communities from subsidiaries of Ensign (“Ensign Leases”) under a master lease arrangement. The existing leases with subsidiaries of Ensign have initial terms of between 14 to 20 years. The total amount of rent expense included in rent - cost of services paid to subsidiaries of Ensign was $3,488 and $6,976 for the three and six months ended June 30, 2024, respectively, and $3,333 and $6,749 for the three and six months ended June 30, 2023, respectively. In addition to rent, each of the operating companies are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all community maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties.

Fourteen of the Company’s affiliated senior living communities, excluding the communities that are operated under the Ensign Leases (as defined herein), are operated under three separate master lease arrangements. Under these master leases, a breach at a single community could subject one or more of the other communities covered by the same master lease to the same
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases and master leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the master lease without the consent of the landlord.

The components of operating lease cost, are as follows:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating Lease Costs:
Community Rent—cost of services$8,860 $8,462 $17,515 $16,736 
Office Rent—cost of services1,664 1,374 3,393 2,697 
Rent—cost of services$10,524 $9,836 $20,908 $19,433 
General and administrative expense$116 $104 $203 $197 
Variable lease cost (a)
$2,239 $1,761 $4,269 $3,491 
(a)
Represents variable lease cost for operating leases, which costs include property taxes and insurance, common area maintenance, and consumer price index increases, incurred as part of the Company’s triple net lease, and which is included in cost of services for the three and six months ended June 30, 2024 and 2023.

The following table shows the lease maturity analysis for all leases as of June 30, 2024, for the years ended December 31:

YearAmount
2024 (Remainder)$19,680 
202538,276 
202636,728 
202735,616 
202834,832 
Thereafter260,683 
Total lease payments425,815 
Less: present value adjustments(155,729)
Present value of total lease liabilities270,086 
Less: current lease liabilities(18,473)
Long-term operating lease liabilities$251,613 

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at each lease’s commencement date to determine each lease's operating lease liability. As of June 30, 2024, the weighted average remaining lease term is 12.1 years and the weighted average discount rate is 8.1%.

14. INCOME TAXES
The Company recorded income tax expense of $1,844 and $1,921 or 23.2% and 39.7% of earnings before income taxes for the three months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to not having the impact of a change in the deductibility of equity compensation of certain executives in the current year.

The Company recorded income tax expense of $3,603 and $2,828, or 24.4% and 36.5% of earnings before income taxes for the six months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to not having the impact of a change in the deductibility of equity compensation of certain executives in the current year.

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15. DEFINED CONTRIBUTION PLAN
The Company has a 401(k) defined contribution plan (the “401(k) Plan”), whereby eligible employees may contribute up to 90% of their annual basic earnings, subject to applicable annual Internal Revenue Code limits. Additionally, the 401(k) Plan provides for discretionary matching contributions (as defined in the 401(k) Plan) by the Company. The Company expensed matching contributions to the 401(k) Plan of $281 and $572 for the three and six months ended June 30, 2024, and $205 and $418 for the three and six months ended June 30, 2023.

The Company has a non-qualified deferred compensation plan (the “DCP”) for executives, other highly compensated employees, independent contractors and non-employee directors. The independent contractors and non-employee directors are otherwise ineligible for participation in the Company's 401(k) plan. The DCP allows participants to defer the receipt of a portion of their base compensation, and further allows certain participants to defer up to 80% of their base salary and bonus compensation or director fees. At the participant’s election, payments can be deferred until a specific date at least one year after the year of deferral or until termination of engagement with the Company and can be paid in a lump sum or in up to ten annual installments. Separate deferral elections can be made for each year, and in limited circumstances, existing payment elections may be changed. The amounts deferred are credited with earnings and losses based upon the actual performance of the deemed investments selected by the participant. The rate of return for each participant varies depending on the specific investment elections made by the participant. Additionally, the plan deposits the employee deferrals into a rabbi trust and the funds are generally invested in individual variable life insurance contracts owned by the Company that are specifically designed to informally fund savings plans of this nature. The Company paid for related administrative costs, which were immaterial during the fiscal years presented.

As of June 30, 2024 and 2023, the Company’s deferred compensation liabilities were $2,020 and $968, respectively, in other long-term liabilities on the condensed consolidated balance sheets. The cash surrender value of the individual variable life insurance contracts is based on investment funds that shadow the investment allocations specified by participants in the DCP. As of June 30, 2024 and 2023, the cash surrender value of the company owned life insurance (“COLI”) policies were $2,019 and $950, respectively, and were included as a component of restricted and other assets on the condensed consolidated balance sheets. There are no outstanding loan amounts offset against the cash surrender value of the COLI policies. The losses recorded for the change in cash surrender value were immaterial for each period presented.

16. COMMITMENTS AND CONTINGENCIES
Regulatory Matters - The Company provides services in complex and highly regulated industries. The Company’s compliance with applicable U.S. federal, state and local laws and regulations governing these industries may be subject to governmental review and adverse findings may result in significant regulatory action, which could include sanctions, damages, fines, penalties (many of which may not be covered by insurance), and even exclusion from government programs. The Company is a party to various regulatory and other governmental audits and investigations in the ordinary course of business and cannot predict the ultimate outcome of any federal or state regulatory survey, audit or investigation. While governmental audits and investigations are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve and penalties subject to appeal may remain in place during such appeals, which may include suspension, termination, or revocation of participation in governmental programs for the payment of the services the Company provides. The Department of Justice, HHS, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company's businesses. The Company believes it is presently in compliance in all material respects with all applicable laws and regulations.

Cost-Containment Measures - Government and third-party payors have instituted cost-containment measures designed to limit payments made to providers of healthcare services, may propose future cost-containment measures, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.

Indemnities - From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of agencies and communities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain Ensign lending agreements, and (iv) certain agreements with management, directors and employees, under which the subsidiaries of the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s Condensed Consolidated Balance Sheets for any of the periods presented.

Litigation - The Company’s businesses involve a significant risk of liability given the age and health of the patients and residents served by its independent operating subsidiaries. The Company, its operating subsidiaries, and others in the industry may be subject to a number of claims and lawsuits, including negligence and professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company is routinely subjected to these claims in the ordinary course of business, including potential claims related to patient care and treatment, and professional negligence, as well as employment-related claims. Certain of the states where we conduct business, including California and Nevada, recently adopted laws that increase the maximum amount of non-economic damages that may be awarded to a successful plaintiff in a claim for professional negligence or malpractice arising from care provided by our independent operating subsidiaries. These changes in applicable law may also increase the cost of obtaining and maintaining professional liability insurance to pay for the defense of, and any liability arising under, such claims. If there were a significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In addition, the defense of these lawsuits may result in significant legal costs, regardless of the outcome, and may result in large settlement amounts or damage awards.

In addition to the potential lawsuits and claims described above, the Company also is subject to potential lawsuits under the False Claims Act (the “FCA”) and comparable state laws alleging submission of fraudulent claims for services to any governmental healthcare program (such as Medicare) or commercial payor. A violation may provide the basis for exclusion from federally funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance. Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the FCA, for which 18 states have qualified, including California and Texas, where we conduct business. As such, the Company could face scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it conducts business.

Under the Fraud Enforcement and Recovery Act (“FERA”) and its associated rules, healthcare providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Providers have an obligation to proactively exercise “reasonable diligence” to identify overpayments and return those overpayments to CMS within 60 days of “identification” or the date any corresponding cost report is due, whichever is later. Retention of overpayments beyond this period may create liability under the FCA. In addition, FERA protects whistleblowers (including employees, contractors, and agents) from retaliation.

The Company cannot predict or provide any assurance as to the possible outcome of any litigation. If any litigation were to proceed, and the Company and its operating companies are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under federal Medicare statutes, the FCA, or similar state and federal statutes and related regulations, the Company’s business, financial condition and results of operations and cash flows could be materially and adversely affected. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its independent operating subsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government.

Medicare Revenue Recoupments - The Company is subject to probe reviews relating to Medicare services, billings and potential overpayments by Unified Program Integrity Contractors (“UPIC”), Recovery Audit Contractors (“RAC”), Zone Program Integrity Contractors (“ZPIC”), Program Safeguard Contractors (“PSC”), Supplemental Medical Review Contractors (“SMRC”) and Medicaid Integrity Contributors (“MIC”) programs, each of the foregoing collectively referred to as “Reviews.”

As of June 30, 2024, 13 of the Company’s independent operating subsidiaries had Reviews scheduled, on appeal or in dispute resolution process, both pre- and post-payment. If an operation fails an initial or subsequent Review, the operation could then be subject to extended Review, suspension of payment, or extrapolation of the identified error rate to all billing in the same time period. The Company, from time to time, receives record requests in Reviews which have resulted in claim denials on previously paid claims. The Company has appealed substantially all denials arising from these Reviews using the applicable appeals process. As of June 30, 2024, and through the filing of this Quarterly Report on Form 10-Q, the Company’s
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THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


independent operating subsidiaries have responded to the Reviews that are currently ongoing, on appeal or in dispute resolution process. The Company cannot predict the ultimate outcome of any regulatory and other governmental Reviews. While such Reviews are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve. The costs to respond to and defend such Reviews may be significant and an adverse determination in such Reviews may subject the Company to sanctions, damages, extrapolation of damage findings, additional recoupments, fines, other penalties (some of which may not be covered by insurance), and termination from Medicare programs which may, either individually or in the aggregate, have a material adverse effect on the Company's business and financial condition.

From June 2021 to May 2022, one hospice provider number was subject to a Medicare payment suspension imposed by a UPIC. The total amounts suspended was $5,105, which represents all Medicare payments due to the provider number during the suspension. As of June 30, 2024, the remaining amount due from the government payor impacted by the suspension was $246 and was recorded in long-term other assets.

The Medicare payment suspension concluded in May 2022, and the UPIC reviewed 107 patient records covering a 10-month period to determine whether, in its view, a Medicare overpayment was made. Based on the results of the review, the UPIC initially alleged sampled and extrapolated overpayments of $5,105, and withheld that amount through continued recoupment of Medicare payments. The Company is pursuing its appeal rights through the administrative appeals process, including contesting the methodology used by the UPIC to perform statistical extrapolation. To date the Company has been successful in appealing most of the previously denied claims. The Company received the refund of previously withheld amounts totaling $4,859 as of June 30, 2024. The Company continues to work through the appeals process for the remaining denied claims and expects to be successful in those appeals. Based on the information currently available to the Company, the Company cannot predict the timing or the ultimate outcome of this review including refunds to be received.

Insurance - The Company retains risk for a substantial portion of potential claims for general and professional liability, workers’ compensation and automobile liability. Based on changes in law that increase the maximum damages that may be recovered for professional negligence or malpractice claims in states where we operate, including California and Nevada, the costs of maintaining some of these insurance policies may increase in the future. The Company recognizes obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. The general and professional liability insurance has a retention limit of $150 per claim with a $500 corridor as an additional out-of-pocket retention we must satisfy for claims within the policy year before the carrier will reimburse losses. The workers’ compensation insurance has a retention limit of $250 per claim, except for policies held in Texas, Washington and Wyoming which are subject to state insurance and possess their own limits.

The Company is self-insured for claims related to employee health, dental, and vision care. To protect itself against loss exposure, the Company has purchased individual stop-loss insurance coverage that insures individual health claims that exceed $350 for each covered person for fiscal year 2024 and fiscal year 2023.

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with the Interim Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”). The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), which discusses our business and related risks in greater detail, as well as subsequent reports we may file from time to time on Form 10-K, Form 10-Q and Form 8-K, for additional information. The section entitled “Risk Factors” filed within our 2023 Annual Report describes some of the important risk factors that may affect our business, financial condition, results of operations and/or liquidity. You should carefully consider those risks, in addition to the other information in this Quarterly Report and in our other filings with the SEC, before deciding to purchase, hold or sell our common stock.

Special Note About Forward-Looking Statements
        
    This Quarterly Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “might,” “will,” “should,” “could,” “seeks,” “approximately,” “goals,” “future,” “projects,” “predicts,” “guidance,” “target,” “intends,” “plans,” “estimates,” “anticipates”, the negative version of these words or other comparable words. Forward-looking statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the effects of competition and the effects of future legislation or regulations and other non-historical statements.

    The risk factors discussed in this Quarterly Report and the 2023 Annual Report under the heading “Risk Factors,” could cause our results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

federal and state changes to, or delays receiving, reimbursement and other aspects of Medicaid and Medicare;
changes in, and compliance with, the laws and regulations affecting the U.S. healthcare industry;
proposed changes to payment models and reimbursement amounts within the Medicare and Medicaid fee schedules for future calendar years;
future cost containment measures undertaken by payors;
government reviews, audits and investigations of our business;
potential additional regulation affecting the transparency, ownership, operating standards, and staffing of businesses in our industry;
increased competition and increased cost of acquisition or retention for, or a shortage of, skilled personnel;
achievement and maintenance of competitive quality of care ratings and referrals from referral sources;
changes in, and compliance with, state and federal employment, fair housing, safety, licensing and other laws;
competition from other healthcare providers, federal and state efforts to regulate or deregulate the healthcare services industry, including through staffing levels and requirements, or the construction or expansion of the number of home health, hospice or senior living operations;
actions of labor unions, including strikes, work stoppages, unfair labor practices claims, or related labor activity;
costs associated with litigation or any future litigation settlements;
the leases of our affiliated senior living communities;
inability to complete future acquisitions at attractive prices or at all, and failure to successfully or efficiently integrate new acquisitions into our existing operations and operating subsidiaries;
general economic conditions, including a housing downturn, which could affect seniors’ ability to afford resident fees, or inflation and increasing interest rates, which raise the costs of goods and borrowing capital, which may affect the delivery and affordability of our services;
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security breaches and other cyber security incidents;
the performance of the financial and credit markets and uncertainties related to our ability to obtain financing or the terms of such financing; and
uncertainties related to the lingering effect of the COVID-19 pandemic, including new regulatory risks impacting our operations, the effects of Medicaid disenrollment, potential litigation, and vaccination mandates

    Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements in this Quarterly Report. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by applicable securities laws.

Overview

We are a leading provider of high-quality healthcare services to patients of all ages, including the growing senior population, in the United States. We strive to be the provider of choice in the communities we serve through our innovative operating model. We operate in multiple lines of businesses including home health, hospice and senior living services across Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. As of June 30, 2024, our home health and hospice business provided home health, hospice and home care services from 117 agencies operating across these 13 states, and our senior living business operated 54 senior living communities throughout six states.

The following table summarizes our affiliated home health and hospice agencies and senior living communities as of:

December 31,June 30,
201620172018201920202021202220232024
Home health and hospice agencies39 46 54 63 76 88 95 111 117 
Senior living communities36 43 50 52 54 54 49 51 54 
Senior living units3,184 3,434 3,820 3,963 4,127 4,127 3,500 3,588 3,835 
Total number of home health, hospice, and senior living operations75 89 104 115 130 142 144 162 171 


Recent Activities

Acquisitions. During the six months ended June 30, 2024, we expanded our operations with the addition of four home health agencies, two hospice agencies, and three senior living communities. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction.

Trends

We have experienced modest senior living occupancy improvement for the six months ended June 30, 2024, compared to the same period in 2023. Though we have seen improvements in occupancy year over year, the highly competitive environment for senior living residents and inflationary factors will continue to impact the rate at which increase our occupancy levels in our senior living communities.

When we acquire turnaround or start-up operations, we expect that our combined metrics may be impacted. We expect these metrics to vary from period to period based upon the maturity of the operations within our portfolio. We have generally experienced lower occupancy rates and higher costs at our senior living communities and lower census and higher costs at our home health and hospice agencies for recently acquired operations; as a result, we generally anticipate lower and/or fluctuating consolidated and segment margins during years of acquisition growth.

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Government Regulation

We have disclosed under the heading “Government Regulation” in the 2023 Annual Report a summary of regulations that we believe materially affect our business, financial condition or results of operations. Since the time of the filing of the 2023 Annual Report, the following regulations have been updated.

On July 31, 2024, CMS issued the 2025 Hospice Payment Rate Update final rule (the “Hospice Payment Final Rule”). The Hospice Payment Final Rule’s payment update percentage is 2.9%, which is an estimated increase of $790 million in payments from fiscal year 2024. The payment update percentage is based on a 3.4% market basket percentage increase, which is reduced by a 0.5% productivity adjustment. Hospices that fail to meet quality reporting requirements under the Hospice Quality Reporting Program (HQRP) will receive a 4% reduction to the annual hospice payment update percentage increase for that year. Such a reduction would more than negate the payment update percentage for fiscal year 2025 contained in the Hospice Payment Final Rule for hospices that fail to submit required quality reporting data to CMS. The Hospice Payment Final Rule also adds two new process measures to HQRP, timely reassessment of pain impact, and timely reassessment of non-pain symptom impact, which are both expected to begin in fiscal year 2028. In addition, the Hospice Payment Final Rule updates the statutory aggregate cap that limits the overall payments per patient that may be made to a hospice annually. The hospice cap amount for the 2025 fiscal year is $34,465.34. The Hospice Payment Final Rule also includes clarifying revisions to the hospice conditions of participation; updates statistical area delineations; and makes changes to the Consumer Assessment of Healthcare Providers and Systems (CAHPS) Hospice Survey.

On June 26, 2024, CMS issued the 2025 Home Health Prospective Payment System Proposed Rule (the “Home Health Payment Proposed Rule”). The Home Health Payment Proposed Rule’s payment update percentage is 2.5%, which is an estimated increase of $415 million from fiscal year 2024, which is offset by an estimated -3.6% behavioral adjustment, along with a -0.6% estimated adjustment for fixed dollar losses, resulting in a an aggregate net decrease of 1.7% or $280 million compared to fiscal year 2024. The Home Health Payment Proposed Rule also recalibrates PDGM case-mix weights, updates low utilization payment adjustment (LUPA) thresholds, and establishes or updates certain LUPA add-ons.

In June 2024, CMS announced a Period of Enhanced Oversight for newly enrolled hospices in Arizona, California, Nevada, and Texas. The program includes hospices that are newly enrolled, or that undergo a change of ownership, after July 13, 2023. Such hospices are subject to enhanced oversight for up to one year and may undergo medical review by CMS contractors to deter fraud, waste and abuse of Medicare funds.

On April 22, 2024, CMS published the Ensuring Access to Medicaid Services (the “Access Rule”) which creates and, over the course of five years, implements new obligations for providers of home- and community-based services (“HCBS”), including non-skilled personal care services in the home. The Access Rule requires that, beginning in 2030, states must implement data collection and monitoring systems to ensure that, subject to exceptions, Medicaid-funded HCBS providers spend at least 80% of their Medicaid HCBS reimbursement on compensation for direct care workers, as opposed to administrative overhead or profits. The Access Rule further requires states to establish a grievance system for addressing services provided in the fee-for-service context, publish fee-for-service payment rates paid by Medicaid, publish the average hourly rate paid to HCBS care providers, and develop hardship exemptions and separate requirements for small providers. The Company anticipates potential changes to the Access Rule, or offsetting Medicaid rate increases, before its ultimate implementation in six years.

On March 6, 2024, the SEC issued its final climate disclosure rule (the “Climate Rule”), intended to regulate how public companies report on the risks and impacts of climate-related matters. The Climate Rule requires companies to report on how they manage and assess climate-related risks, as well as how the board and management oversee these risks. The Climate Rule also mandates companies to disclose the financial consequences of extreme weather events and other natural conditions in their audited financial statements. Additionally, larger companies will have to report on their greenhouse gas emissions, which will be subject to a gradual assurance requirement. The Company anticipates that it will be required to disclose information about its management and oversight of climate risks beginning in 2027, and its greenhouse gas emissions beginning in 2029, assuming no further changes to the Climate Rule, or to the Company’s status as an Accelerated Filer under SEC rules. The Climate Rule is the subject of litigation in various courts and on April 4, 2024, the SEC stayed the Climate Rule pending the outcome of these cases.

Segments

We have two reportable segments: (1) home health and hospice services, which includes our home health, home care and hospice businesses; and (2) senior living services, which includes the operation of assisted living, independent living and
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memory care communities. Our Chief Executive Officer, who is our CODM, reviews financial information at the operating segment level. We also report an “all other” category that includes general and administrative expense from our Service Center.

Key Performance Indicators

We manage the fiscal aspects of our business by monitoring key performance indicators that affect our financial performance. These indicators and their definitions include the following:

Home Health and Hospice Services

Total home health admissions. Total admissions of home health patients, including new acquisitions, new admissions and readmissions.
Total Medicare home health admissions. Total admissions of home health patients, who are receiving care under Medicare reimbursement programs, including new acquisitions, new admissions and readmissions.
Average Medicare revenue per completed 60-day home health episode. The average amount of revenue for each completed 60-day home health episode generated from patients who are receiving care under Medicare reimbursement programs.
Total hospice admissions. Total admissions of hospice patients, including new acquisitions, new admissions and recertifications.
Average hospice daily census. The average number of patients who are receiving hospice care during any measurement period divided by the number of days during such measurement period.
Hospice Medicare revenue per day. The average daily Medicare revenue recorded during any measurement period for services provided to hospice patients.

The following table summarizes our overall home health and hospice statistics for the periods indicated:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Home health services:
Total home health admissions14,140 10,441 28,789 21,351 
Total Medicare home health admissions5,738 4,849 12,084 9,797 
Average Medicare revenue per 60-day completed episode(a)
$3,752 $3,519 $3,624 $3,467 
Hospice services:
Total hospice admissions3,051 2,322 6,131 4,773 
Average hospice daily census3,220 2,494 3,091 2,467 
Hospice Medicare revenue per day$184 $189 $185 $186 
(a)The year-to-date average Medicare revenue per 60-day completed episode includes post period claim adjustments for prior quarters.

Senior Living Services

Occupancy. The ratio of actual number of days our units are occupied during any measurement period to the number of days units are available for occupancy during such measurement period.
Average monthly revenue per occupied unit. The revenue for senior living services during any measurement period divided by actual occupied senior living units for such measurement period divided by the number of months for such measurement period.

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The following table summarizes our senior living statistics for the periods indicated:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Occupancy78.8 %78.0 %78.7 %78.1 %
Average monthly revenue per occupied unit$4,790 $4,412 $4,730 $4,357 


Revenue Sources

Home Health and Hospice Services

Home Health. We derive the majority of our home health revenue from Medicare and managed care. The Medicare payment is adjusted for differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Net service revenue is recognized in accordance with PDGM methodology. Under PDGM, Medicare provides agencies with payments for each 30-day period of care provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day period of care is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The PDGM payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day period of care; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments. For further detail regarding PDGM see the Government Regulation section of our 2023 Annual Report.

Hospice. We derive the majority of our hospice business revenue from Medicare reimbursement. The estimated payment rates are calculated as daily rates for each of the levels of care we deliver. Rates are set based on specific levels of care, are adjusted by a wage index to reflect healthcare labor costs across the country and are established annually through federal legislation. The following are the four levels of care provided under the hospice benefit:

Routine Home Care (“RHC”). Care that is not classified under any of the other levels of care, such as the work of nurses, social workers or home health aides.
General Inpatient Care. Pain control or acute or chronic symptom management that cannot be managed in a setting other than an inpatient Medicare-certified facility, such as a hospital, skilled nursing facility or hospice inpatient facility.
Continuous Home Care. Care for patients experiencing a medical crisis that requires nursing services to achieve palliation and symptom control, if the agency provides a minimum of eight hours of care within a 24-hour period.
Inpatient Respite Care. Short-term, inpatient care to give temporary relief to the caregiver who regularly provides care to the patient.

CMS has established a two-tiered payment system for RHC services. Hospices are reimbursed at a higher rate for RHC services provided from days of service one through 60 and a lower rate for all subsequent days of service. CMS also provides for a Service Intensity Add-On, which increases payments for certain RHC services provided by registered nurses and social workers to hospice patients during the final seven days of life.

Medicare reimbursement is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimate amounts due back to Medicare to the extent that the cap has been exceeded.
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Senior Living Services. As of June 30, 2024, we provided assisted living, independent living and memory care services in 54 communities. Within our senior living operations, we generate revenue primarily from private pay sources, with a portion earned from Medicaid or other state-specific programs.

Primary Components of Expense

Cost of Services (excluding rent, general and administrative expense and depreciation and amortization). Our cost of services represents the costs of operating our independent operating subsidiaries, which primarily consists of payroll and related benefits, supplies, purchased services, and ancillary expenses such as the cost of pharmacy and therapy services provided to patients. Cost of services also includes the cost of general and professional liability insurance and other general cost of services specifically attributable to our operations.
 
Rent—Cost of Services. Rent—cost of services consists solely of base minimum rent amounts payable under lease agreements to our landlords. Our subsidiaries lease and operate but do not own the underlying real estate at our operations, and these amounts do not include taxes, insurance, impounds, capital reserves or other charges payable under the applicable lease agreements.

General and Administrative Expense. General and administrative expense consists primarily of payroll and related benefits and travel expenses for our Service Center personnel, including training and other operational support. General and administrative expense also includes professional fees (including accounting and legal fees), costs relating to information systems, stock-based compensation and rent for our Service Center offices.
 
Depreciation and Amortization. Property and equipment are recorded at their original historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from one to 40 years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.
 
Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on Interim Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the Interim Financial Statements and related disclosures requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis we review our judgments and estimates, including but not limited to those related to self-insurance reserves, revenue, intangible assets, and goodwill. We base our estimates and judgments upon our historical experience, knowledge of current conditions and our belief of what could occur in the future considering available information, including assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty, and actual results could differ materially from the amounts reported. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to Note 2, Basis of Presentation and Summary of Significant Accounting Policies, within the 2023 Annual Report for further information on our critical accounting estimates and policies, which are as follows:

Self-insurance reserves - The valuation methods and assumptions used in estimating costs up to retention amounts to settle open claims of insureds and an estimate of the cost of insured claims up to retention amounts that have been incurred but not reported;
Revenue recognition - The amounts owed by private pay individuals for services and estimate of variable considerations to arrive at the transaction price, including methods and assumptions, used to determine settlements with Medicare and Medicaid adjustments due to audits and reviews; and
Acquisition accounting and goodwill - The assumptions used to allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions, and the review of goodwill for impairment at the Company’s annual impairment test date or upon the occurrence of a triggering event.

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Recent Accounting Pronouncements
    
Information concerning recently issued accounting pronouncements, if applicable, are included in Note 2, Basis of Presentation and Summary of Significant Accounting Policies in the Interim Financial Statements.
Results of Operations

The following table sets forth details of our revenue, expenses and earnings as a percentage of total revenue for the periods indicated:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Total revenue100.0 %100.0 %100.0 %100.0 %
Expense:
Cost of services80.2 80.4 80.2 80.7 
Rent—cost of services6.2 7.4 6.4 7.5 
General and administrative expense7.0 6.6 7.2 6.8 
Depreciation and amortization0.9 0.9 0.9 1.0 
Loss (gain) on disposition of property and equipment, net
— — (0.2)— 
Total expenses94.3 95.3 94.5 96.0 
Income from operations5.7 4.7 5.5 4.0 
Other expense:
Other income— — — — 
Interest expense, net(1.0)(1.1)(1.0)(1.1)
Other expense, net(1.0)(1.1)(1.0)(1.1)
Income before provision for income taxes4.7 3.7 4.5 2.9 
Provision for income taxes1.1 1.5 1.1 1.0 
Net income3.6 2.2 3.4 1.9 
Less: net income attributable to noncontrolling interest0.2 0.1 0.1 0.1 
Net income attributable to Pennant3.4 %2.1 %3.3 %1.8 %


The following table presents our consolidated GAAP Financial measures for the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Consolidated GAAP Financial Measures:
Total revenue$168,745 $132,281 $325,660 $258,745 
Total expenses$159,183 $126,020 $307,574 $248,204 
Income from operations$9,562 $6,261 $18,086 $10,541 

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The following tables present certain financial information regarding our reportable segments for the periods presented. General and administrative expenses are not allocated to the reportable segments and are included in “All Other”:

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
(In thousands)
Segment GAAP Financial Measures:
Three Months Ended June 30, 2024
Revenue$125,301 $43,444 $— $168,745 
Segment Adjusted EBITDAR from Operations$21,214 $12,804 $(10,546)$23,472 
Three Months Ended June 30, 2023
Revenue$95,020 $37,261 $— $132,281 
Segment Adjusted EBITDAR from Operations$15,681 $11,680 $(7,885)$19,476 

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
(In thousands)
Segment GAAP Financial Measures:
Six Months Ended June 30, 2024
Revenue$241,791 $83,869 $— $325,660 
Segment Adjusted EBITDAR from Operations$40,764 $24,815 $(20,707)$44,872 
Six Months Ended June 30, 2023
Revenue$186,099 $72,646 $— $258,745 
Segment Adjusted EBITDAR from Operations$30,093 $21,921 $(15,399)$36,615 

The table below provides a reconciliation of Segment Adjusted EBITDAR from Operations to Condensed Consolidated Income from Operations:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Segment Adjusted EBITDAR from Operations(a)
$23,472 $19,476 $44,872 $36,615 
Less: Depreciation and amortization1,468 1,214 2,799 2,494 
Rent—cost of services10,524 9,836 20,908 19,433 
Other (expense) income(2)35 83 65 
Adjustments to Segment EBITDAR from Operations:
Less: Costs at start-up operations(b)
(55)65 (137)268 
Share-based compensation expense(c)
1,949 1,354 3,475 2,773 
Acquisition related costs and credit allowances(d)
365 72 502 104 
Costs associated with transitioning operations(e)
33 538 (595)585 
Unusual, non-recurring or redundant charges(f)
32 226 307 624 
Add: Net income attributable to noncontrolling interest404 125 556 272 
Condensed Consolidated Income from Operations$9,562 $6,261 $18,086 $10,541 
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(a)Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs and credit allowances, (4) the costs associated with transitioning operations, (5) unusual, non-recurring or redundant charges, and (6) net income attributable to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other,” accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
(b)Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
(c)Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
(d)Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
(e)During the three months ended March 31, 2023, an affiliate of the Company placed its memory care units into transition and began seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.
(f)Represents unusual or non-recurring charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.
Performance and Valuation Measures:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Consolidated Non-GAAP Financial Measures:
Performance Metrics
Consolidated EBITDA$10,624 $7,385 $20,412 $12,828 
Consolidated Adjusted EBITDA$13,150 $10,068 $24,374 $17,984 
Valuation Metric
Consolidated Adjusted EBITDAR$23,472 $44,872 

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Segment Non-GAAP Measures:(a)
Segment Adjusted EBITDA from Operations
Home health and hospice services$19,607 $14,390 $37,493 $27,572 
Senior living services$4,089 $3,563 $7,588 $5,811 
(a)General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss.

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The tables below reconcile Consolidated Net Income to the consolidated Non-GAAP financial measures, Consolidated EBITDA and Consolidated Adjusted EBITDA, and to the Non-GAAP valuation measure, Consolidated Adjusted EBITDAR, for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Consolidated net income$6,094 $2,922 $11,152 $4,919 
Less: Net income attributable to noncontrolling interest404 125 556 272 
Add: Provision for income taxes1,844 1,921 3,603 2,828 
Interest expense, net1,622 1,453 3,414 2,859 
Depreciation and amortization1,468 1,214 2,799 2,494 
Consolidated EBITDA10,624 7,385 20,412 12,828 
Adjustments to Consolidated EBITDA
Add: Costs at start-up operations(a)
(55)65 (137)268 
Share-based compensation expense(b)
1,949 1,354 3,475 2,773 
Acquisition related costs and credit allowances(c)
365 72 502 104 
Costs associated with transitioning operations(d)
33 538 (595)585 
Unusual, non-recurring or redundant charges(e)
32 226 307 624 
Rent related to items (a) and (d) above202 428 410 802 
Consolidated Adjusted EBITDA13,150 10,068 24,374 17,984 
Rent—cost of services10,524 9,836 20,908 19,433 
Rent related to items (a) and (d) above(202)(428)(410)(802)
Adjusted rent—cost of services10,322 9,408 20,498 18,631 
Consolidated Adjusted EBITDAR$23,472 $44,872 
(a)Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
(b)Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
(c)Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
(d)During the three months ended March 31, 2023, an affiliate of the Company placed its memory care units into transition and began seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.
(e)
Represents unusual or non-recurring charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.


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The tables below reconciles Segment Adjusted EBITDAR from Operations to Segment Adjusted EBITDA from Operations for the periods presented:

Three Months Ended June 30,
Home Health and HospiceSenior Living
2024202320242023
(In thousands)
Segment Adjusted EBITDAR from Operations$21,214 $15,681 $12,804 $11,680 
Less: Rent—cost of services1,664 1,374 8,860 8,462 
Rent related to start-up and transitioning operations(57)(83)(145)(345)
Segment Adjusted EBITDA from Operations$19,607 $14,390 $4,089 $3,563 

Six Months Ended June 30,
Home Health and HospiceSenior Living
2024202320242023
(In thousands)
Segment Adjusted EBITDAR from Operations$40,764 $30,093 $24,815 $21,921 
Less: Rent—cost of services3,393 2,697 17,515 16,736 
Rent related to start-up and transitioning operations(122)(176)(288)(626)
Segment Adjusted EBITDA from Operations$37,493 $27,572 $7,588 $5,811 

The following discussion includes references to certain performance and valuation measures, which are non-GAAP financial measures, including Consolidated EBITDA, Consolidated Adjusted EBITDA, Segment Adjusted EBITDA from Operations, and Consolidated Adjusted EBITDAR (collectively, “Non-GAAP Financial Measures”). Non-GAAP Financial Measures are used in addition to, and in conjunction with, results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Non-GAAP Financial Measures reflect an additional way of viewing aspects of our operations and company that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, we believe can provide a more comprehensive understanding of factors and trends affecting our business.

We believe these Non-GAAP Financial Measures are useful to investors and other external users of our financial statements regarding our results of operations because:

they are widely used by investors and analysts in our industry as a supplemental measure to evaluate the overall performance of companies in our industry without regard to items such as interest expense, rent expense and depreciation and amortization, which can vary substantially from company to company depending on the book value of assets, the method by which assets were acquired, and differences in capital structures;
they help investors evaluate and compare the results of our operations from period to period by removing the impact of our asset base and capital structure from our operating results; and
Consolidated Adjusted EBITDAR is used by investors and analysts in our industry to value the companies in our industry without regard to capital structures.

We use Non-GAAP Financial Measures:

as measurements of our operating performance to assist us in comparing our operating performance on a consistent basis from period to period;
to allocate resources to enhance the financial performance of our business;
to assess the value of a potential acquisition;
to assess the value of a transformed operation’s performance;
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to evaluate the effectiveness of our operational strategies; and
to compare our operating performance to that of our competitors.

We typically use Non-GAAP Financial Measures to compare the operating performance of each operation from period to period. We find that Non-GAAP Financial Measures are useful for this purpose because they do not include such costs as interest expense, income taxes, depreciation and amortization expense, which may vary from period-to-period depending upon various factors, including the method used to finance operations, the date of acquisition of a community or business, and the tax law of the state in which a business unit operates.

We also establish compensation programs and bonuses for our leaders that are partially based upon the achievement of Consolidated Adjusted EBITDAR targets.

Non-GAAP Financial Measures have no standardized meaning defined by GAAP. Therefore, our Non-GAAP Financial Measures have limitations as analytical tools, and they should not be considered in isolation, or as a substitute for analysis of our results as reported in accordance with GAAP. Some of these limitations are:

they do not reflect our current or future cash requirements for capital expenditures or contractual commitments;
they do not reflect changes in, or cash requirements for, our working capital needs;
they do not reflect the net interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
in the case of Consolidated Adjusted EBITDAR, it does not reflect rent expenses, which are normal and recurring operating expenses that are necessary to operate our leased operations;
they do not reflect any income tax payments we may be required to make;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and do not reflect any cash requirements for such replacements; and
other companies in our industry may calculate the same Non-GAAP Financial Measures differently than we do, which may limit their usefulness as comparative measures.

We compensate for these limitations by using Non-GAAP Financial Measures only to supplement net income on a basis prepared in accordance with GAAP in order to provide a more complete understanding of the factors and trends affecting our business. Our use of Non-GAAP Financial Measures should not be construed as an inference that our future results will be unaffected by unusual or unexpected items.

We strongly encourage investors to review the Interim Financial Statements, included in this Quarterly Report in their entirety and to not rely on any single financial measure. Because these Non-GAAP Financial Measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These Non-GAAP Financial Measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. We strongly urge you to review the reconciliation of Consolidated Net Income to the Non-GAAP Financial Measures in the table presented above, along with the Interim Financial Statements and related notes included elsewhere in this Quarterly Report.

We believe the following Non-GAAP Financial Measures are useful to investors as key operating performance measures and valuation measures:

Performance Measures:

Consolidated EBITDA

We believe Consolidated EBITDA is useful to investors in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of our asset base (depreciation and amortization expense) from our operating results.

We calculate Consolidated EBITDA as net income, before (a) interest expense (b) provision for income taxes and (c) depreciation and amortization.

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Consolidated Adjusted EBITDA

We adjust Consolidated EBITDA when evaluating our performance because we believe that the exclusion of the additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Consolidated Adjusted EBITDA, when considered with Consolidated EBITDA and GAAP Consolidated Net Income is beneficial to an investor’s complete understanding of our operating performance. 

We calculate Consolidated Adjusted EBITDA by adjusting Consolidated EBITDA to exclude the effects of non-core business items, which for the reported periods includes, to the extent applicable:

costs at start-up operations;
share-based compensation expense;
acquisition related costs and credit allowances;
costs associated with transitioning operations; and
unusual, non-recurring, or redundant charges.

Segment Adjusted EBITDA from Operations

We calculate Segment Adjusted EBITDA from Operations by adjusting Segment Adjusted EBITDAR from Operations to include rent-cost of services. We believe that the inclusion of rent-cost of services provides useful supplemental information to investors regarding our ongoing operating performance for each segment.

Valuation Measure:

Consolidated Adjusted EBITDAR

We use Consolidated Adjusted EBITDAR as one measure in determining the value of prospective acquisitions. It is also a measure commonly used by us, research analysts and investors to compare the enterprise value of different companies in the healthcare industry, without regard to differences in capital structures. Additionally, we believe the use of Consolidated Adjusted EBITDAR allows us, research analysts and investors to compare operational results of companies with operating and finance leases. A significant portion of finance lease expenditures are recorded in interest, whereas operating lease expenditures are recorded in rent expense.

This measure is not displayed as a performance measure as it excludes rent expense, which is a normal and recurring operating expense and, as such, does not reflect our cash requirements for leasing commitments. Our presentation of Consolidated Adjusted EBITDAR should not be construed as a financial performance measure.

The adjustments made and previously described in the computation of Consolidated Adjusted EBITDA are also made when computing Consolidated Adjusted EBITDAR. We calculate Consolidated Adjusted EBITDAR by excluding rent-cost of services and rent related to start up operations from Consolidated Adjusted EBITDA.

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Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
Revenue

Three Months Ended June 30,
20242023
Revenue DollarsRevenue PercentageRevenue DollarsRevenue Percentage
(In thousands)
Home health and hospice services
Home health$61,637 36.5 %$42,411 32.1 %
Hospice59,347 35.2 46,562 35.2 
Home care and other(a)
4,317 2.6 6,047 4.6 
Total home health and hospice services125,301 74.3 95,020 71.9 
Senior living services43,444 25.7 37,261 28.1 
Total revenue$168,745 100.0 %$132,281 100.0 %
(a)Home care and other revenue is included with home health revenue in other disclosures in this Quarterly Report.

Our total revenue increased $36.5 million, or 27.6% during the three months ended June 30, 2024. We experienced growth of $30.3 million from increased operational performance in our Home Health and Hospice segment from increased admissions and rates when compared to the three months ended June 30, 2023. The growth in our Senior Living segment resulted in an increase in revenue of $6.2 million driven primarily by the combination of increased occupancy and improved average rate per occupied room.
Home Health and Hospice Services
Three Months Ended June 30,
20242023Change% Change
(In thousands)
Home health and hospice revenue
Home health services$61,637 $42,411 $19,226 45.3 %
Hospice services59,347 46,562 12,785 27.5 
Home care and other4,317 6,047 (1,730)(28.6)
Total home health and hospice revenue$125,301 $95,020 $30,281 31.9 %
Three Months Ended June 30,
20242023Change% Change
Home health services:
Total home health admissions14,140 10,441 3,699 35.4 %
Total Medicare home health admissions5,738 4,849 889 18.3 
Average Medicare revenue per 60-day completed episode$3,752 $3,519 $233 6.6 
Hospice services:
Total hospice admissions3,051 2,322 729 31.4 
Average daily hospice census3,220 2,494 726 29.1 
Hospice Medicare revenue per day$184 $189 $(5)(2.6)
Number of home health and hospice agencies at period end117 101 16 15.8 

Home health and hospice revenue increased $30.3 million, or 31.9%, for the three months ended June 30, 2024 compared to the prior year quarter. Revenue grew due to an increase in certain key performance indicators including, an
37

increase of 35.4% in total home health admissions, an increase in total hospice admissions of 31.4%, and an increase in average daily hospice census of 29.1% during the three months ended June 30, 2024 compared to the prior year quarter. Growth was also driven by the addition of sixteen home health and hospice operations between June 30, 2023 and June 30, 2024, resulting in an increase of $16.2 million, or 17.0%.

Senior Living Services
Three Months Ended June 30,
20242023Change% Change
Revenue (in thousands)$43,444 $37,261 $6,183 16.6 %
Number of communities at period end54 51 5.9 
Occupancy78.8 %78.0 %0.8 %
Average monthly revenue per occupied unit$4,790 $4,412 $378 8.6 

Senior living revenue increased $6.2 million, or 16.6%, for the three months ended June 30, 2024 compared to the prior year quarter. Revenue grew primarily due to a 8.6% increase in average monthly revenue per occupied unit and an increase of 80 basis points in occupancy between June 30, 2023 and June 30, 2024. Growth was also driven by the addition of three senior living communities between June 30, 2023 and June 30, 2024, resulting in an increase of $3.3 million, or 8.8%, overall.

Cost of Services

The following table sets forth total cost of services by each of our reportable segments for the periods indicated:

Three Months Ended June 30,
20242023Change% Change
(In thousands)
Home Health and Hospice$104,546 $80,076 $24,470 30.6 %
Senior Living30,767 26,100 4,667 17.9 
Total cost of services$135,313 $106,176 $29,137 27.4 %

Total consolidated cost of services increased $29.1 million, or 27.4%, for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023. Cost of services as a percentage of revenue decreased by 20 basis points from 80.4% to 80.2% for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023.

Home Health and Hospice Services

Three Months Ended June 30,
20242023Change% Change
(In thousands)
Cost of service $104,546 $80,076 $24,470 30.6 %
Cost of services as a percentage of revenue83.4 %84.3 %(0.9)%

Cost of services related to our Home Health and Hospice Services segment increased $24.5 million, or 30.6%, primarily due to increased volume of services provided. Cost of services as a percentage of revenue for the three months ended June 30, 2024 decreased 90 basis points when compared to the three months ended June 30, 2023.

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Senior Living Services

Three Months Ended June 30,
20242023Change% Change
(In thousands)
Cost of service $30,767 $26,100 $4,667 17.9 %
Cost of services as a percentage of revenue70.8 %70.0 %0.8 %

Cost of services related to our Senior Living Services segment increased $4.7 million, or 17.9%, primarily due to increased wages and benefits. As a percentage of revenue, costs of service increased by 80 basis points for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023.

Rent—Cost of Services. Rent expense increased 7.0% from $9.8 million to $10.5 million in the three months ended June 30, 2024 when compared to the three months ended June 30, 2023, primarily as a result of the new leases on the acquired home health and hospice operations and senior living community. Rent as a percentage of total revenue decreased 120 basis points from 7.4% for the the three months ended June 30, 2023, compared to 6.2% for the three months ended June 30, 2024.

General and Administrative Expense. Our general and administrative expense increased $3.1 million, or 35.1%, from $8.8 million to $11.9 million for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023. General and administrative expense as a percentage of revenue increased 40 basis points from 6.6% to 7.0% during the period. The primary driver of the increase in general and administrative expense was due to an increase of $2.7 million in payroll and related benefits, for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023.

Depreciation and Amortization. Depreciation and amortization expense remained consistent with the comparable period.

Provision for Income Taxes. We recorded income tax expense of $1.8 million and $1.9 million or 23.2% and 39.7% of earnings before income taxes for the three months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to the non-deductibility of equity compensation of certain executives in the prior year.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Revenue

Six Months Ended June 30,
20242023
Revenue DollarsRevenue PercentageRevenue DollarsRevenue Percentage
(In thousands)
Home health and hospice services
Home health$118,849 36.5 %$84,191 32.5 %
Hospice113,954 35.0 89,851 34.7 
Home care and other(a)
8,988 2.7 12,057 4.7 
Total home health and hospice services241,791 74.2 186,099 71.9 
Senior living services83,869 25.8 72,646 28.1 
Total revenue$325,660 100.0 %$258,745 100.0 %
(a)Home care and other revenue is included with home health revenue in other disclosures in this Quarterly Report.

Our total revenue increased $66.9 million, or 25.9%, during the six months ended June 30, 2024. The increase in revenue was driven by increases in key metrics for home health and hospice and senior living, including hospice admissions, hospice revenue per day, hospice average daily census, senior living occupancy, and senior living revenue per occupied room.

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Home Health and Hospice Services
Six Months Ended June 30,
20242023Change% Change
(In thousands)
Home health and hospice revenue
Home health services$118,849 $84,191 $34,658 41.2 %
Hospice services113,954 89,851 24,103 26.8 
Home care and other8,988 12,057 (3,069)(25.5)
Total home health and hospice revenue$241,791 $186,099 $55,692 29.9 %
Six Months Ended June 30,
20242023Change% Change
Home health services:
Total home health admissions28,789 21,351 7,438 34.8 %
Total Medicare home health admissions12,084 9,797 2,287 23.3 
Average Medicare revenue per 60-day completed episode(a)
$3,624 $3,467 $157 4.5 
Hospice services:
Total hospice admissions6,131 4,773 1,358 28.5 
Average daily census3,091 2,467 624 25.3 
Hospice Medicare revenue per day$185 $186 $(1)(0.5)
Number of home health and hospice agencies at period end11710116 15.8 
(a)The year-to-date average for Medicare revenue per 60-day completed episode includes post period claim adjustments for prior periods.

Home health and hospice revenue increased $55.7 million, or 29.9% during the six months ended June 30, 2024 compared to the same period in the prior year primarily due to an increase in hospice average daily census of 25.3%, an increase of 34.8% in home health admissions, inclusive of an increase in total Medicare home health admissions of 23.3%, and an increase of 28.5% in hospice admissions. The addition of sixteen home health and hospice operations between June 30, 2023 and June 30, 2024, added revenue of $29.0 million, or 15.6%.

Senior Living Services

Six Months Ended June 30,
20242023Change% Change
Revenue (in thousands)$83,869 $72,646 $11,223 15.4 %
Number of communities at period end54 51 5.9 
Occupancy78.7 %78.1 %0.6 %
Average monthly revenue per occupied unit$4,730 $4,357 $373 8.6 

Senior living revenue increased $11.2 million, or 15.4%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to an increase of 8.6% in average monthly revenue per occupied unit and an increase of 60 basis points in the occupancy rate between June 30, 2023 and June 30, 2024. The acquisition of three senior living communities between June 30, 2023 and June 30, 2024, added $4.7 million, or 6.5%, in revenue.

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Cost of Services
Six Months Ended June 30,
20242023Change% Change
(In thousands)
Home Health and Hospice$201,866 $157,484 $44,382 28.2 %
Senior Living59,442 51,294 8,148 15.9 
Total cost of services$261,308 $208,778 $52,530 25.2 %

Consolidated cost of services increased $52.5 million, or 25.2%, during the six months ended June 30, 2024 compared to the same period in the prior year. Cost of services as a percentage of revenue for the six months ended June 30, 2024 decreased by 50 basis points to 80.2% from 80.7% compared to the six months ended June 30, 2023.

Home Health and Hospice Services
Six Months Ended June 30,
20242023Change% Change
Cost of service (in thousands)$201,866 $157,484 $44,382 28.2 %
Cost of services as a percentage of revenue83.5 %84.6 %(1.1)%

Cost of services related to our Home Health and Hospice services segment increased $44.4 million, or 28.2%, compared to the same period in the prior year primarily due to the increased volume of services from the growth in admissions and average daily census. Cost of services as a percentage of revenue for the six months ended June 30, 2024 decreased by 110 basis points compared to the six months ended June 30, 2023 primarily due to decreased wages and benefits as a percent of revenue.

Senior Living Services
Six Months Ended June 30,
20242023Change% Change
Cost of service (in thousands)$59,442 $51,294 $8,148 15.9 %
Cost of services as a percentage of revenue70.9 %70.6 %0.3 %

Cost of services related to our Senior Living services segment increased $8.1 million, or 15.9%, during the six months ended June 30, 2024 compared to the same period in the prior year primarily due to higher occupancy and wage rate increases. As a percentage of revenue, costs of service increased by 30 basis points during the six months ended June 30, 2024 when compared to the six months ended June 30, 2023.

Rent—Cost of Services. Rent increased 7.6% from $19.4 million to $20.9 million during the six months ended June 30, 2024 compared to the same period in the prior year, primarily as a result of the new leases on the acquired home health and hospice operations and senior living community. As a percentage of revenue, rentcost of services decreased 110 basis points when compared to the six months ended June 30, 2023 due to improved senior living performance.

General and Administrative Expense. Our general and administrative expense increased $5.8 million, or 33.3%, from $17.5 million to $23.3 million for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023. The increase in general and administrative expense was due to an increase of $2.2 million in payroll and related benefits, for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023.

Depreciation and Amortization. Depreciation and amortization expense remained consistent with the comparable period.

Gain on disposition of property and equipment, net. We recorded a gain of $0.8 million for insurance proceeds received in excess of the carrying values of related assets during the six months ended June 30, 2024. No gain on disposition of property and equipment was recorded during the six months ended June 30, 2023.
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Provision for Income Taxes. We recorded income tax expense of $3.6 million and $2.8 million, or 24.4% and 36.5% of earnings before income taxes, for the six months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to the non-deductibility of equity compensation of certain executives in the prior year.

Liquidity and Capital Resources

Our primary sources of liquidity are net cash provided by operating activities and borrowings under our revolving credit facility.

Revolving Credit Facility    

On February 23, 2021, Pennant entered into an amendment to its existing credit agreement (as amended, the “Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $150.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility is not subject to interim amortization and the Company will not be required to repay any loans under the Revolving Credit Facility prior to maturity in 2026. On June 12, 2023, Pennant entered into a second amendment to the Credit Agreement that modified the reference rate from LIBOR to Standard Overnight Financing Rate (“SOFR”). The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders.

The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Financial covenants require compliance with certain levels of leverage ratios that impact the amount of interest. As of June 30, 2024, the Company was compliant with all such financial covenants.

As of June 30, 2024, we had $3.0 million of cash and $62.8 million of available borrowing capacity on our Revolving Credit Facility. As described in Note 11, Debt, to the Interim Financial Statements in Part I of this Quarterly Report, on July 31, 2024, Pennant entered into an amendment to the Credit Agreement which provides for a revolving credit facility with a borrowing capacity of $250,000.

We believe that our existing cash, cash generated through operations, and access to available borrowing capacity under our Amended Credit Agreement, will be sufficient to provide adequate liquidity for the next twelve months for our operating activities and for opportunities of acquisition growth.

The following table presents selected data from our Condensed Consolidated Statement of Cash Flows for the periods presented:
Six Months Ended June 30,
20242023
(In thousands)
Net cash provided by operating activities$11,036 $15,533 
Net cash used in investing activities(33,280)(11,226)
Net cash provided by (used in) financing activities19,228 (3,548)
Net (decrease) increase in cash (3,016)759 
Cash at beginning of period6,059 2,079 
Cash at end of period$3,043 $2,838 


Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
    
Our net cash flow from operating activities for the six months ended June 30, 2024 decreased by $4.5 million when compared to the six months ended June 30, 2023. The primary driver of this difference was a decrease in cash flows from the change in operating assets and liabilities of $8.0 million, net, and a decrease of $2.7 million in non-cash expenses, partially offset by an increase in net income of $6.2 million.
42

    
Our net cash used in investing activities for the six months ended June 30, 2024 increased by $22.1 million compared to the six months ended June 30, 2023, primarily driven by an increase in business and asset acquisitions.

Our net cash used in financing activities increased by approximately $22.8 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily due to a net increase in the balance on our line of credit during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Contractual Obligations, Commitments and Contingencies

We continue to make draws and payments on our Revolving Credit Facility, as described in Note 11, Debt, to the Interim Financial Statements in Part I of this Quarterly Report. Additionally, we have right-of-use assets obtained in exchange for new operating lease obligations, as described in the supplemental disclosures of cash flow information in the Condensed Consolidated Statement of Cash Flows and in Note 13, Leases, to the Interim Financial Statements in Part I of this Quarterly Report.

Other than those transactions there have been no other material changes to our total obligations during the period covered by this Quarterly Report outside of the normal course of our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. We are exposed to risks associated with market changes in interest rates. On June 12, 2023, Pennant entered into a second amendment to the Credit Agreement that modified the reference rate from LIBOR to SOFR. A 1.0% interest rate change would cause interest expense to change by approximately $0.8 million annually based upon our outstanding long-term debt as of June 30, 2024. We manage our exposure to this market risk by monitoring available financing alternatives.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43

PART II. OTHER INFORMATION
Item 1. Legal Proceedings

We are involved in various claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial condition. However, the results of such matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on our business, financial condition, results of operations and cash flows. See Note 15, Commitments and Contingencies, to the Interim Financial Statements for a description of claims and legal actions arising in the ordinary course of our business.

Item 1A. Risk Factors

We have disclosed under the heading “Risk Factors” in the 2023 Annual Report risk factors that materially affect our business, financial condition or results of operations, and disclosed more recent events relevant to our business under Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should carefully consider the risk factors set forth in the 2023 Annual Report and the other information set forth elsewhere in this Quarterly Report. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 1B. Other Information

Rule 10b5-1 Plan Election

Brent J. Guerisoli, Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement on May 28, 2024 (the "Rule 10b5-1 Plan"). Mr. Guerisoli’s 10b5-1 Plan provides for the potential sale of up to 2,500 shares of the Company's common stock between August 27, 2024 and May 23, 2025. Additionally, Mr. Guerisoli entered into another Rule 10b5-1 trading arrangement on May 31, 2024 (the "Rule 10b5-1 Plan"). Mr. Guerisoli’s 10b5-1 Plan provides for the potential sale of up to 24,000 shares of the Company's common stock between July 25, 2025 and July 25, 2027.

This Rule 10b5-1 trading arrangement was entered into during open trading windows and is intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company's policies regarding transactions in Company securities.


44

Item 6. Exhibits

EXHIBIT INDEX
ExhibitDescription
Amended and Restated Certificate of Incorporation of The Pennant Group, Inc., effective as of September 27, 2019 (incorporated by reference to Exhibit 3.1 to The Pennant Group, Inc.’s Current Report on Form 8-K (File No. 001-38900) filed with the SEC on October 3, 2019).
Second Amended and Restated Bylaws of The Pennant Group, Inc., effective as of February 21, 2022 (incorporated by reference to Exhibit 3.1 to The Pennant Group, Inc.’s Current Report on Form 8-K (File No. 001-38900) filed with the SEC February 22, 2022).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

45

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 The Pennant Group, Inc.
Dated: August 6, 2024
BY: /s/ LYNETTE B. WALBOM  
  Lynette B. Walbom
  Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)





46

EXHIBIT 31.1

I, Brent J. Guerisoli, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Pennant Group, Inc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2024
     
 /s/ BRENT J. GUERISOLI  
 Name: Brent J. Guerisoli 
 Title:  Chief Executive Officer (Principal Executive Officer) 



EXHIBIT 31.2
I, Lynette B. Walbom, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Pennant Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 6, 2024
    
 /s/ LYNETTE B. WALBOM 
 Name: Lynette B. Walbom 
 Title:  Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer) 



EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Pennant Group, Inc. (the Company) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brent J. Guerisoli, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
 /s/ BRENT J. GUERISOLI 
 Name:Brent J. Guerisoli 
 Title:Chief Executive Officer (Principal Executive Officer) 
 
 August 6, 2024 

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Pennant Group, Inc. (the Company) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Lynette B. Walbom, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
 /s/ LYNETTE B. WALBOM 
 Name: Lynette B. Walbom 
 Title:  Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer) 
 
 August 6, 2024 

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.2.u1
COVER - shares
6 Months Ended
Jun. 30, 2024
Aug. 05, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-38900  
Entity Registrant Name THE PENNANT GROUP, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 83-3349931  
Entity Address, Address Line One 1675 East Riverside Drive  
Entity Address, Address Line Two Suite 150  
Entity Address, City or Town Eagle  
Entity Address, State or Province ID  
Entity Address, Postal Zip Code 83616  
City Area Code (208)  
Local Phone Number 506-6100  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol PNTG  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   30,206,741
Entity Central Index Key 0001766400  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 3,043 $ 6,059
Accounts receivable—less allowance for doubtful accounts of $253 and $259, respectively 76,089 61,116
Prepaid expenses and other current assets 14,981 12,902
Total current assets 94,113 80,077
Property and equipment, net 40,905 28,598
Right-of-use assets 267,353 262,923
Deferred tax assets, net 114 0
Restricted and other assets 11,953 9,337
Goodwill 110,487 91,014
Other indefinite-lived intangibles 77,542 67,742
Total assets 602,467 539,691
Current liabilities:    
Accounts payable 15,392 10,841
Accrued wages and related liabilities 30,601 28,256
Operating lease liabilities—current 18,473 17,122
Other accrued liabilities 19,223 15,330
Total current liabilities 83,689 71,549
Long-term operating lease liabilities—less current portion 251,613 248,596
Deferred tax liabilities. net 1,336 1,855
Other long-term liabilities 10,662 8,262
Long-term debt, net 82,174 63,914
Total liabilities 429,474 394,176
Commitments and contingencies
Equity:    
Common stock, $0.001 par value; 100,000 shares authorized; 30,493 and 30,150 shares issued and outstanding, respectively, at June 30, 2024; and 30,297 and 29,948 shares issued and outstanding, respectively, at December 31, 2023 30 29
Additional paid-in capital 110,311 105,712
Retained earnings 45,259 34,663
Treasury stock, at cost, 3 shares at June 30, 2024 and December 31, 2023 (65) (65)
Total The Pennant Group, Inc. stockholders’ equity 155,535 140,339
Noncontrolling interest 17,458 5,176
Total equity 172,993 145,515
Total liabilities and equity $ 602,467 $ 539,691
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 253 $ 259
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 30,493,000 30,297,000
Common stock, shares outstanding (in shares) 30,150,000 29,948,000
Treasury stock, at cost (in shares) 3,000 3,000
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Revenue $ 168,745 $ 132,281 $ 325,660 $ 258,745
Expense        
Cost of services 135,313 106,176 261,308 208,778
Rent—cost of services 10,524 9,836 20,908 19,433
General and administrative expense 11,878 8,791 23,314 17,496
Depreciation and amortization 1,468 1,214 2,799 2,494
Loss (gain) on disposition of property and equipment, net 0 3 (755) 3
Total expenses 159,183 126,020 307,574 248,204
Income from operations 9,562 6,261 18,086 10,541
Other (expense) income, net:        
Other (expense) income (2) 35 83 65
Interest expense, net (1,622) (1,453) (3,414) (2,859)
Other expense, net (1,624) (1,418) (3,331) (2,794)
Income before provision for income taxes 7,938 4,843 14,755 7,747
Provision for income taxes 1,844 1,921 3,603 2,828
Net income 6,094 2,922 11,152 4,919
Less: Net income attributable to noncontrolling interest 404 125 556 272
Net income attributable to The Pennant Group, Inc. $ 5,690 $ 2,797 $ 10,596 $ 4,647
Earnings per share:        
Basic (in dollars per share) $ 0.19 $ 0.09 $ 0.35 $ 0.16
Diluted (in dollars per share) $ 0.18 $ 0.09 $ 0.35 $ 0.15
Weighted average common shares outstanding:        
Basic (in shares) 30,142 29,809 30,094 29,780
Diluted (in shares) 30,781 30,193 30,583 30,171
v3.24.2.u1
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
Equity, beginning balance, common stock (in shares) at Dec. 31, 2022   30,149        
Equity, beginning balance at Dec. 31, 2022 $ 125,657 $ 29 $ 99,764 $ 21,284 $ (65) $ 4,645
Equity, beginning balance, treasury stock (in shares) at Dec. 31, 2022         3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. 1,850     1,850    
Net income attributable to noncontrolling interests 147         147
Share-based compensation 1,367   1,367      
Issuance of common stock from the exercise of stock options (in shares)   26        
Issuance of common stock from the exercise of stock options 203   203      
Net issuance of restricted stock (in shares)   28        
Equity, ending balance, common stock (in shares) at Mar. 31, 2023   30,203        
Equity, ending balance at Mar. 31, 2023 129,224 $ 29 101,334 23,134 $ (65) 4,792
Equity, ending balance, treasury stock (in shares) at Mar. 31, 2023         3  
Equity, beginning balance, common stock (in shares) at Dec. 31, 2022   30,149        
Equity, beginning balance at Dec. 31, 2022 125,657 $ 29 99,764 21,284 $ (65) 4,645
Equity, beginning balance, treasury stock (in shares) at Dec. 31, 2022         3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. 4,647          
Net income attributable to noncontrolling interests 272          
Equity, ending balance, common stock (in shares) at Jun. 30, 2023   30,251        
Equity, ending balance at Jun. 30, 2023 133,698 $ 29 102,886 25,931 $ (65) 4,917
Equity, ending balance, treasury stock (in shares) at Jun. 30, 2023         3  
Equity, beginning balance, common stock (in shares) at Mar. 31, 2023   30,203        
Equity, beginning balance at Mar. 31, 2023 129,224 $ 29 101,334 23,134 $ (65) 4,792
Equity, beginning balance, treasury stock (in shares) at Mar. 31, 2023         3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. 2,797     2,797    
Net income attributable to noncontrolling interests 125         125
Share-based compensation 1,303   1,303      
Issuance of common stock from the exercise of stock options (in shares)   38        
Issuance of common stock from the exercise of stock options 249   249      
Net issuance of restricted stock (in shares)   10        
Equity, ending balance, common stock (in shares) at Jun. 30, 2023   30,251        
Equity, ending balance at Jun. 30, 2023 $ 133,698 $ 29 102,886 25,931 $ (65) 4,917
Equity, ending balance, treasury stock (in shares) at Jun. 30, 2023         3  
Equity, beginning balance, common stock (in shares) at Dec. 31, 2023 29,948 30,297        
Equity, beginning balance at Dec. 31, 2023 $ 145,515 $ 29 105,712 34,663 $ (65) 5,176
Equity, beginning balance, treasury stock (in shares) at Dec. 31, 2023 3       3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. $ 4,906     4,906    
Noncontrolling interests assumed related to acquisitions 11,726         11,726
Net income attributable to noncontrolling interests 152         152
Share-based compensation 1,440   1,440      
Issuance of common stock from the exercise of stock options (in shares)   72        
Issuance of common stock from the exercise of stock options 493 $ 1 492      
Net issuance of restricted stock (in shares)   2        
Equity, ending balance, common stock (in shares) at Mar. 31, 2024   30,371        
Equity, ending balance at Mar. 31, 2024 $ 164,232 $ 30 107,644 39,569 $ (65) 17,054
Equity, ending balance, treasury stock (in shares) at Mar. 31, 2024         3  
Equity, beginning balance, common stock (in shares) at Dec. 31, 2023 29,948 30,297        
Equity, beginning balance at Dec. 31, 2023 $ 145,515 $ 29 105,712 34,663 $ (65) 5,176
Equity, beginning balance, treasury stock (in shares) at Dec. 31, 2023 3       3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. $ 10,596          
Net income attributable to noncontrolling interests $ 556          
Equity, ending balance, common stock (in shares) at Jun. 30, 2024 30,150 30,493        
Equity, ending balance at Jun. 30, 2024 $ 172,993 $ 30 110,311 45,259 $ (65) 17,458
Equity, ending balance, treasury stock (in shares) at Jun. 30, 2024 3       3  
Equity, beginning balance, common stock (in shares) at Mar. 31, 2024   30,371        
Equity, beginning balance at Mar. 31, 2024 $ 164,232 $ 30 107,644 39,569 $ (65) 17,054
Equity, beginning balance, treasury stock (in shares) at Mar. 31, 2024         3  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to The Pennant Group, Inc. 5,690     5,690    
Net income attributable to noncontrolling interests 404         404
Share-based compensation 1,851   1,851      
Issuance of common stock from the exercise of stock options (in shares)   100        
Issuance of common stock from the exercise of stock options $ 816   816      
Net issuance of restricted stock (in shares)   22        
Equity, ending balance, common stock (in shares) at Jun. 30, 2024 30,150 30,493        
Equity, ending balance at Jun. 30, 2024 $ 172,993 $ 30 $ 110,311 $ 45,259 $ (65) $ 17,458
Equity, ending balance, treasury stock (in shares) at Jun. 30, 2024 3       3  
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income $ 11,152 $ 4,919
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 2,799 2,494
Amortization of deferred financing fees 261 261
(Gain) loss on disposition of property and equipment, net (755) 3
Provision for doubtful accounts 457 349
Share-based compensation 3,291 2,670
Deferred income taxes (634) 2,365
Change in operating assets and liabilities, net of acquisitions:    
Accounts receivable (15,429) (2,631)
Prepaid expenses and other assets (2,905) 5,607
Operating lease obligations (130) 182
Accounts payable 4,804 (732)
Accrued wages and related liabilities 2,345 (435)
Other accrued liabilities 4,396 (99)
Income taxes payable 31 0
Other long-term liabilities 1,353 580
Net cash provided by operating activities 11,036 15,533
Cash flows from investing activities:    
Purchase of property and equipment (4,762) (3,973)
Cash payments for business acquisitions (16,680) (7,261)
Cash payments for asset acquisitions (11,380) 0
Escrow deposits (1,755) 0
Other 1,297 8
Net cash used in investing activities (33,280) (11,226)
Cash flows from financing activities:    
Proceeds from Revolving Credit Facility 134,000 94,000
Payments on Revolving Credit Facility (116,000) (98,000)
Finance lease obligations (81) 0
Issuance of common stock upon the exercise of options 1,309 452
Net cash provided by (used in) financing activities 19,228 (3,548)
Net (decrease) increase in cash (3,016) 759
Cash beginning of period 6,059 2,079
Cash end of period 3,043 2,838
Cash paid during the period for:    
Interest 3,377 2,857
Income taxes 3,308 160
Lease liabilities 19,248 17,898
Right-of-use assets obtained in exchange for new operating lease obligations 13,822 8,329
Non-cash investing activity:    
Capital expenditures in accounts payable $ 66 $ 402
v3.24.2.u1
DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS DESCRIPTION OF BUSINESS
The Pennant Group, Inc. (herein referred to as “Pennant,” the “Company,” “it,” or “its”), is a holding company with no direct operating assets, employees or revenue. The Company, through its independent operating subsidiaries, provides healthcare services across the post-acute care continuum. As of June 30, 2024, the Company’s subsidiaries operated 117 home health, hospice and home care agencies and 54 senior living communities located in Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming.

Certain of the Company’s subsidiaries, collectively referred to as the Service Center, provide accounting, payroll, human resources, information technology, legal, risk management, and other services to the operations through contractual relationships. The Service Center also provides certain of these services to unaffiliated third parties under management agreements.

Each of the Company’s affiliated operations are operated by separate, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities are not meant to imply, nor should they be construed as meaning, that Pennant has direct operating assets, employees or revenue, or that any of the subsidiaries are operated by Pennant.
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of the Company (the “Interim Financial Statements”) reflect the Company’s financial position, results of operations, and cash flows of the business. The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”). Management believes that the Interim Financial Statements reflect, in all material respects, all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP. The results reported in these Interim Financial Statements are not necessarily indicative of results that may be expected for the entire year.

The Condensed Consolidated Balance Sheet as of December 31, 2023 is derived from the Company’s annual audited Consolidated Financial Statements for the fiscal year ended December 31, 2023, which should be read in conjunction with these Interim Financial Statements. Certain information in the accompanying footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with GAAP.

All significant intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. The Company presents noncontrolling interests within the equity section of its Condensed Consolidated Balance Sheets and the amount of consolidated net income that is attributable to the Company and the noncontrolling interest in its Condensed Consolidated Statements of Income.

The Company consists of various limited liability companies and corporations established to operate home health, hospice, home care, and senior living operations. The Interim Financial Statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest.

Estimates and Assumptions - The preparation of the Interim Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Interim Financial Statements relate to self-insurance reserves, revenue recognition, and intangible assets and goodwill. Actual results could differ from those estimates.

State relief funding. The Company receives state relief funding through programs from various states, including healthcare relief funding under the American Rescue Plan Act (ARPA), and other state specific relief programs. The funding generally incorporates specific use requirements primarily for direct patient care including labor related expenses that are attributable to the COVID-19 pandemic or are associated with providing patient care.

These funds are recognized as a reduction of cost of services expenses when related expenses are incurred. As of June 30, 2024 and December 31, 2023, the Company had $1,162 and $780 in unapplied state relief funds, respectively. The unapplied state relief funds received are recorded in other accrued liabilities. The Company recognized state relief funding
totaling $1,124 and $1,577 for the three and six months ended June 30, 2024, and $1,397 and $2,082 for the three and six months ended June 30, 2023, respectively, which the Company recognized as a reduction of cost of services expense.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (“FASB”) 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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker and other items, and also requires the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, which will be the Company's fiscal year 2024, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its quarterly and annual reports.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, which will be the Company's fiscal year 2025, with early adoption permitted. The Company doesn’t expect it to have any material impacts.
v3.24.2.u1
TRANSACTIONS WITH ENSIGN
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
TRANSACTIONS WITH ENSIGN TRANSACTIONS WITH ENSIGN
Pennant completed its separation from The Ensign Group, Inc. (“Ensign”) in 2019. Certain directors who serve on our Board of Directors also serve as directors of Ensign and own shares of Ensign common stock. Pennant and Ensign continue to partner in the provision of services along the healthcare continuum.

The Company incurred costs of $302 and $582 for the three and six months ended June 30, 2024, and $192 and $465 for the three and six months ended June 30, 2023, respectively, that related primarily to shared services at proximate operations.

Expenses related to room and board charges at Ensign skilled nursing facilities for hospice patients were $1,570 and $3,070 for the three and six months ended June 30, 2024, and $1,014 and $1,954 for the three and six months ended June 30, 2023, respectively, and are included in cost of services.

The Company’s independent operating subsidiaries leased 29 communities from subsidiaries of Ensign under a master lease arrangement as of both June 30, 2024 and June 30, 2023. See further discussion below at Note 13, Leases.
v3.24.2.u1
NET INCOME PER COMMON SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
NET INCOME PER COMMON SHARE NET INCOME PER COMMON SHARE
Basic net income per share is computed by dividing net income attributable to stockholders of the Company 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.
The following table sets forth the computation of basic and diluted net income per share for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Numerator: 
Net income attributable to The Pennant Group, Inc.$5,690 $2,797 $10,596 $4,647 
Denominator:
Weighted average shares outstanding for basic net income per share30,142 29,809 30,094 29,780 
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock(a)
639 384 489 391 
Adjusted weighted average common shares outstanding for diluted income per share30,781 30,193 30,583 30,171 
Earnings Per Share:
Basic net income per common share$0.19 $0.09 $0.35 $0.16 
Diluted net income per common share$0.18 $0.09 $0.35 $0.15 
(a)
The diluted per share amounts do not reflect common share equivalents outstanding of 1,375 and 1,788 for the three and six months ended June 30, 2024, and 2,312 and 2,158 for the three and six months ended June 30, 2023, respectively, because of their anti-dilutive effect.
v3.24.2.u1
REVENUE AND ACCOUNTS RECEIVABLE
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE AND ACCOUNTS RECEIVABLE REVENUE AND ACCOUNTS RECEIVABLE
Revenue is recognized when services are provided to the patients at the amount that reflects the consideration to which the Company expects to be entitled from patients and third-party payors, including Medicare, Medicaid, and managed care programs (Commercial, Medicare Advantage and Managed Medicaid plans). The healthcare services in home health and hospice patient contracts include routine services in exchange for a contractual agreed-upon amount or rate. Routine services are treated as a single performance obligation satisfied over time as services are rendered. As such, patient care services represent a bundle of services that are not capable of being distinct within the context of the contract. Additionally, there may be ancillary services which are not included in the rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered.

Revenue recognized from healthcare services is 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 rates, adjusted for estimates of variable consideration. The Company uses the expected value method in determining the variable component that should be used to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net service revenue in the period such variances become known.

The Company records revenue from these governmental and managed care programs as services are performed at their expected net realizable amounts under these programs. The Company’s revenue from governmental and managed care programs is subject to audit and retroactive adjustment by governmental and third-party agencies. Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with its patients by reportable operating segments and payors. The Company has determined that disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The Company’s service specific revenue recognition policies are as follows:

Home Health Revenue

Medicare Revenue

Net service revenue is recognized in accordance with the Patient Driven Groupings Model (“PDGM”). Under PDGM, Medicare provides agencies with payments for each 30-day payment period provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day payment period is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day payment period; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments.

The Company adjusts Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.

In addition to revenue recognized on completed episodes and periods, the Company also recognizes a portion of revenue associated with episodes and periods in progress. Episodes in progress are 30-day payment periods that begin during the reporting period but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per period of care or episode of care and the Company’s estimate of the average percentage complete based on the scheduled end of period and end of episode dates.

Non-Medicare Revenue

Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including carriers administering Medicare Advantage programs. These rates can vary based upon the negotiated terms.

Non-episodic Based Revenue - Revenue is recognized on an accrual basis based upon the date of service at amounts equal to its established or estimated per visit rates, as applicable.

Hospice Revenue

Revenue is recognized on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are calculated as daily rates for each of the levels of care the Company delivers. Revenue is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company regularly evaluates and records these adjustments as a reduction to revenue and an increase to other accrued liabilities.

Senior Living Revenue

The Company has elected the lessor practical expedient within ASC Topic 842, Leases and therefore recognizes, measures, presents, and discloses the revenue for services rendered under the Company’s senior living residency agreements
based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the services included under the Company’s senior living residency agreements each have the same timing and pattern of transfer. The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers for its senior residency agreements, for which it has determined that the non-lease components of such residency agreements are the predominant component of each such contract.

The Company’s senior living revenue consists of fees for basic housing and assisted living care. Accordingly, the Company records revenue when services are rendered on the date services are provided at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.

Revenue By Payor

Revenue by payor for the three months ended June 30, 2024 and 2023, is summarized in the following tables:

Three Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$30,389 $51,491 $— $81,880 48.5 %
Medicaid7,400 6,463 12,599 26,462 15.7 
Subtotal37,789 57,954 12,599 108,342 64.2 
Managed care20,335 1,014 — 21,349 12.7 
Private and other(a)
7,830 379 30,845 39,054 23.1 
Total revenue$65,954 $59,347 $43,444 $168,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Three Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$23,920 $40,294 $— $64,214 48.5 %
Medicaid2,466 4,682 11,783 18,931 14.3 
Subtotal26,386 44,976 11,783 83,145 62.8 
Managed care15,837 1,417 — 17,254 13.1 
Private and other(a)
6,235 169 25,478 31,882 24.1 
Total revenue$48,458 $46,562 $37,261 $132,281 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.
Revenue by payor for the six months ended June 30, 2024 and 2023, is summarized in the following tables:

Six Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$60,231 $98,630 $— $158,861 48.8 %
Medicaid13,945 12,622 24,961 51,528 15.8 
Subtotal74,176 111,252 24,961 210,389 64.6 
Managed care39,421 2,050 — 41,471 12.7 
Private and other(a)
14,240 652 58,908 73,800 22.7 
Total revenue$127,837 $113,954 $83,869 $325,660 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Six Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$47,296 $77,674 $— $124,970 48.3 %
Medicaid4,657 9,280 22,625 36,562 14.1 
Subtotal51,953 86,954 22,625 161,532 62.4 
Managed care31,769 2,611 — 34,380 13.3 
Private and other(a)
12,526 286 50,021 62,833 24.3 
Total revenue$96,248 $89,851 $72,646 $258,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.
Balance Sheet Impact

Included in the Company’s Condensed Consolidated Balance Sheets are contract assets, comprised of billed accounts receivable and unbilled receivables, which are the result of the timing of revenue recognition, billings and cash collections, as well as, contract liabilities, which primarily represent payments the Company receives in advance of services provided.

Accounts receivable, net as of June 30, 2024 and December 31, 2023 is summarized in the following table:

June 30, 2024December 31, 2023
Medicare$43,640 $35,665 
Medicaid14,510 11,578 
Managed care14,814 11,752 
Private and other3,378 2,380 
Accounts receivable, gross76,342 61,375 
Less: allowance for doubtful accounts(253)(259)
Accounts receivable, net$76,089 $61,116 

Concentrations - Credit Risk

The Company has significant accounts receivable balances, the collectability of which is dependent on the availability of funds from certain governmental programs, primarily Medicare and Medicaid. These receivables represent the only significant concentration of credit risk for the Company. The Company does not believe there are significant credit risks
associated with these governmental programs. The Company believes that an appropriate allowance has been recorded for the possibility of these receivables proving uncollectible, and continually monitors and adjusts these allowances as necessary. The Company’s gross receivables from the Medicare and Medicaid programs accounted for approximately 76.2% and 77.0% of its total gross accounts receivable as of June 30, 2024 and December 31, 2023, respectively. Combined revenue from reimbursement under the Medicare and Medicaid programs accounted for 64.2% and 64.6% of the Company’s revenue for the three and six months ended June 30, 2024, and 62.8% and 62.4% of the Company’s revenue for the three and six months ended June 30, 2023 respectively.

Practical Expedients and Exemptions

As the Company’s contracts have an original duration of one year or less, the Company uses the practical expedient applicable to its contracts and does not consider the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. In addition, the Company has applied the practical expedient provided by ASC 340, Other Assets and Deferred Costs, and all incremental customer contract acquisition costs are expensed as they are incurred because the amortization period would have been one year or less.
v3.24.2.u1
BUSINESS SEGMENTS
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
BUSINESS SEGMENTS BUSINESS SEGMENTS
The Company classifies its operations into the following reportable operating segments: (1) home health and hospice services, which includes the Company’s home health, hospice and home care businesses; and (2) senior living services, which includes the operation of assisted living, independent living and memory care communities. The reporting segments are business units that offer different services and are managed separately to provide greater visibility into those operations. The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information at the operating segment level. The Company also reports an “all other” category that includes general and administrative expense from the Company’s Service Center.

As of June 30, 2024, the Company provided services through 117 affiliated home health, hospice and home care agencies, and 54 affiliated senior living operations. The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability. The Company’s Service Center provides various services to all lines of business. The Company does not review assets by segment and therefore assets by segment are not disclosed below.

The CODM uses Segment Adjusted EBITDAR from Operations as the primary measure of profit and loss for the Company's reportable segments and to compare the performance of its operations with those of its competitors. Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs and credit allowances, (4) the costs associated with transitioning operations, (5) unusual, non-recurring or redundant charges, and (6) net income attributable to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other,” accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
The following tables present certain financial information regarding the Company’s reportable segments, general and administrative expenses are not allocated to the reportable segments and are included in “All Other” for the three and six months ended June 30, 2024 and 2023:

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Three Months Ended June 30, 2024
Revenue$125,301 $43,444 $— $168,745 
Segment Adjusted EBITDAR from Operations$21,214 $12,804 $(10,546)$23,472 
Three Months Ended June 30, 2023
Revenue$95,020 $37,261 $— $132,281 
Segment Adjusted EBITDAR from Operations$15,681 $11,680 $(7,885)$19,476 
Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Six Months Ended June 30, 2024
Revenue$241,791 $83,869 $— $325,660 
Segment Adjusted EBITDAR from Operations$40,764 $24,815 $(20,707)$44,872 
Six Months Ended June 30, 2023
Revenue$186,099 $72,646 $— $258,745 
Segment Adjusted EBITDAR from Operations$30,093 $21,921 $(15,399)$36,615 
The following table provides a reconciliation of Segment Adjusted EBITDAR from Operations to Condensed Consolidated Income from Operations:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Segment Adjusted EBITDAR from Operations$23,472 $19,476 $44,872 $36,615 
Less: Depreciation and amortization1,468 1,214 2,799 2,494 
Rent—cost of services10,524 9,836 20,908 19,433 
Other (expense) income(2)35 83 65 
Adjustments to Segment EBITDAR from Operations:
Less: Costs at start-up operations(a)
(55)65 (137)268 
Share-based compensation expense and related taxes(b)
1,949 1,354 3,475 2,773 
Acquisition related costs and credit allowances(c)
365 72 502 104 
Costs associated with transitioning operations(d)
33 538 (595)585 
Unusual, non-recurring or redundant charges(e)
32 226 307 624 
Add: Net income attributable to noncontrolling interest404 125 556 272 
Condensed Consolidated Income from Operations$9,562 $6,261 $18,086 $10,541 
(a)Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
(b)
Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
(c)
Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
(d)During the three months ended March 31, 2023, an affiliate of the Company placed its memory care units into transition and began seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.
(e)Represents unusual or non-recurring charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.
v3.24.2.u1
ACQUISITIONS
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
The Company is focused on acquiring operations that are complementary to the Company’s current businesses, accretive to the Company’s business or otherwise advance the Company’s strategy. The results of all the Company’s independent operating subsidiaries are included in the Interim Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting.

2024 Acquisitions

During the six months ended June 30, 2024, the Company expanded its operations with the addition of four home health agencies, two hospice agencies, and three senior living communities. The Company also acquired the real estate of two of three senior living communities. The aggregate purchase price of the real estate of the two senior living communities acquired was $10,380 which consisted primarily of land and building. In connection with the third senior living community, the Company entered into a new long-term “triple-net” lease. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction. These new communities included 261 operational senior living units to be operated by the Company's independent operating subsidiaries.

On January 1, 2024, the Company announced it closed on a joint venture for a home health agency with John Muir Health (“Muir”), a leading nonprofit integrated health system serving communities throughout the east bay region of San Francisco, California. The transaction combines certain assets and the operations of Muir’s home health business and the assets and operations of a local Pennant-affiliated home health agency. The joint venture is majority-owned and managed by an independent operating subsidiary of the Company and provides home health services to patients throughout the San Francisco east bay region. Along with the assets contributed by a local Pennant-affiliated home health agency, the Company paid Muir $11,680 for a majority interest in the joint venture.

The fair value of assets for the joint venture acquired was mostly concentrated in goodwill and intangible assets and as such, this transaction was classified as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The fair value of assets acquired for the business combination was $28,406, which preliminarily consisted of goodwill of $19,473, indefinite-lived intangible assets of $8,800 related to a Medicare and Medicaid license, and equipment of $133. The Company acquired a 60.0% ownership interest in the joint venture. The contributions of assets by Muir to the joint venture, resulted in the Company recording a noncontrolling interest with a fair value of $11,726. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

The fair value of assets for one home health agency and one hospice agency acquired were mostly concentrated in goodwill and intangible assets. This transaction was classified as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combination was $5,000, which preliminarily consisted of goodwill of $3,267, indefinite-lived intangible assets of $1,600 related to Medicare and Medicaid licenses, and equipment and other assets of $133. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

One hospice and two home health agencies acquired were Medicare licenses and are considered asset acquisitions. The fair value of the licenses acquired was $1,000 and was recorded in other indefinite-lived intangibles.

There were no material acquisition costs that were expensed related to the business combinations during the six months ended June 30, 2024.
2023 Acquisitions

During the six months ended June 30, 2023, the Company expanded its operations with the addition of three home health agencies, one hospice agency, two home care agencies, and two senior living communities. In connection with the
addition of the two senior living communities, the Company entered into a new long-term “triple-net” lease. A subsidiary of the Company entered into a separate operations transfer agreement with the prior operator of each acquired operation as part of each transaction.

The fair value of assets for two home health agencies , two home care agencies, and one hospice agency acquired were mostly concentrated in goodwill and intangible assets and as such, these transactions were classified as business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The purchase price for the business combinations was $7,261, which consisted of equipment and other assets of $1,027, goodwill of $4,117, and indefinite-lived intangible assets of $2,012 related to Medicare and Medicaid licenses, and other intangible assets of $186 less assumed liabilities of $81. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes.

One home health agency acquired was a Medicare license and is considered an asset acquisition. The fair value of the home health license acquired was $210 and was allocated to indefinite-lived intangible assets.

There were no material acquisition costs that were expensed related to the business combinations during the six months ended June 30, 2023.
Subsequent Events

On August 1, 2024, the Company closed on the acquisition of certain affiliates of Signature Healthcare at Home (“Signature”) located in Washington and Idaho for an aggregate purchase price of $32,000. The acquisition will add to the Company’s existing strength in the region while building out its operational footprint. We are currently in the process of finalizing our accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration in a subsequent quarter.

The Company has an agreement to purchase additional Signature assets located in Oregon which is anticipated to close January 1, 2025. The final purchase price is subject to certain adjustments based on potential changes in the business between the signing and closing of the agreement.
v3.24.2.u1
PROPERTY AND EQUIPMENT—NET
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT—NET PROPERTY AND EQUIPMENT—NET
Property and equipment, net consist of the following:

June 30, 2024December 31, 2023
Land$5,433 $96 
Building8,778 1,890 
Leasehold improvements20,296 21,204 
Equipment32,707 29,247 
Furniture and fixtures1,452 1,238 
68,666 53,675 
Less: accumulated depreciation(27,761)(25,077)
Property and equipment, net$40,905 $28,598 

Depreciation expense was $1,468 and $2,799 for the three and six months ended June 30, 2024, respectively, and $1,211 and $2,486 for the three and six months ended June 30, 2023 respectively.

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets, which are evaluated for impairment. Long-lived assets include assets such as property and equipment, operating lease assets and certain intangible assets. The inputs used to determine the fair value of long-lived assets in the impairment analysis are considered Level 3 measurements due to their subjective nature. Management has evaluated its long-lived assets and determined there was no impairment recorded during the three and six months ended June 30, 2024 and 2023.
v3.24.2.u1
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
The following table represents activity in goodwill by segment for the six months ended June 30, 2024:

Home Health and Hospice ServicesSenior Living ServicesTotal
December 31, 2023$87,372 $3,642 $91,014 
Additions19,473 — 19,473 
June 30, 2024$106,845 $3,642 $110,487 

Other indefinite-lived intangible assets consist of the following:

June 30, 2024December 31, 2023
Trade name$1,385 $1,385 
Medicare and Medicaid licenses76,157 66,357 
Total$77,542 $67,742 
No goodwill or intangible asset impairment charges were recorded during the three and six months ended June 30, 2024 and 2023.
v3.24.2.u1
OTHER ACCRUED LIABILITIES
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
OTHER ACCRUED LIABILITIES OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:

June 30, 2024December 31, 2023
Refunds payable$1,459 $1,566 
Deferred revenue1,706 1,658 
Resident deposits1,854 2,367 
Property taxes789 1,255 
Deferred state relief funds1,162 780 
Accrued self-insurance liabilities6,488 4,392 
Other5,765 3,312 
Other accrued liabilities$19,223 $15,330 
Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Deferred revenue occurs when the Company receives payments in advance of services provided. Resident deposits include refundable deposits to residents.
v3.24.2.u1
DEBT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt, net consists of the following:
June 30, 2024December 31, 2023
Revolving Credit Facility$83,000 $65,000 
Less: unamortized debt issuance costs(a)
(826)(1,086)
Long-term debt, net$82,174 $63,914 
(a)
Amortization expense for debt issuance costs was $130 and $261 for the three and six months ended June 30, 2024, respectively, and $130 and $261 for the three and six months ended June 30, 2023, respectively, and is recorded in interest expense, net on the Condensed Consolidated Statements of Income.
On February 23, 2021, Pennant entered into an amendment to its existing credit agreement (as amended, the “Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $150,000 (the “Revolving Credit Facility”). On June 12, 2023, Pennant entered into a second amendment to the Credit Agreement that modified the reference rate from LIBOR to Standard Overnight Financing Rate (“SOFR”). The interest rates applicable to loans under the Revolving Credit Facility are, at the Company’s election, either (i) Adjusted Term SOFR (as defined in the Credit Agreement) plus a margin ranging from 2.25% to 3.25% per annum or (ii) Base Rate plus a margin ranging from 1.25% to 2.25% per annum, in each case, based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (each, as defined in the Credit Agreement). In addition, Pennant pays a commitment fee on the undrawn portion of the commitments under the Revolving Credit Facility which ranges from 0.35% to 0.50% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company is not required to repay any loans under the Credit Agreement prior to maturity in 2026, other than to the extent the outstanding borrowings exceed the aggregate commitments under the Credit Agreement. As of June 30, 2024, the Company’s weighted average interest rate on its outstanding debt was 8.35%. As of June 30, 2024, the Company had available borrowing on the Revolving Credit Facility of $62,814, which is net of outstanding letters of credit of $4,186.

The fair value of the Revolving Credit Facility approximates carrying value, due to the short-term nature and variable interest rates. The fair value of this debt is categorized within Level 2 of the fair value hierarchy based on the observable market borrowing rates.

The Credit Agreement is guaranteed, jointly and severally, by certain of the Company’s independent operating subsidiaries, and is secured by a pledge of stock of the Company's material independent operating subsidiaries as well as a first lien on substantially all of each material operating subsidiary's personal property. The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent operating subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. Financial covenants require compliance with certain levels of leverage ratios that impact the amount of interest. As of June 30, 2024, the Company was compliant with all such financial covenants.

Subsequent Events

On July 31, 2024, Pennant entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”), which provides for a revolving credit facility (the “2024 Revolving Credit Facility”) with a syndicate of banks with a borrowing capacity of $250,000. The interest rates applicable to loans under the 2024 Revolving Credit Facility are, at the Company’s election, either (i) Term SOFR (as defined in the Amended Credit Agreement) plus a margin ranging from 1.75% to 2.75% per annum or (ii) Base Rate plus a margin ranging from 0.75% to 1.75% per annum, in each case based on the ratio of Consolidated Total Net Debt to Consolidated EBITDA (each, as defined in the Amended Credit Agreement). In addition, Pennant will pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Facility that will range from 0.25% to 0.45% per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio of the Company and its subsidiaries. The Company is not required to repay any loans under the Amended Credit Agreement prior to maturity in July 2029.
v3.24.2.u1
OPTIONS AND AWARDS
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
OPTIONS AND AWARDS OPTIONS AND AWARDS
Outstanding options and restricted stock awards of the Company were granted under the 2019 Omnibus Incentive Plan (the OIP) and Long-Term Incentive Plan (the LTIP,” and together with the OIP, the “Pennant Plans”).

Under the Pennant Plans, stock-based payment awards, including employee stock options, restricted stock awards (“RSA”), and restricted stock units (“RSU” and together with RSA, “Restricted Stock”) are issued based on estimated fair value. The following disclosures represent share-based compensation expense relating to employees of the Company’s subsidiaries and non-employee directors who have awards under the Pennant Plans.
Total share-based compensation expense for all Plans for the three and six months ended June 30, 2024 and 2023 was:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Share-based compensation expense related to stock options$1,254 984 $2,251 $1,834 
Share-based compensation expense related to Restricted Stock149 180 242 357 
Share-based compensation expense related to Restricted Stock to non-employee directors448 139 798 479 
Total share-based compensation$1,851 $1,303 $3,291 $2,670 

In future periods, the Company estimates it will recognize the following share-based compensation expense for unvested stock options and unvested Restricted Stock as of June 30, 2024:

Unrecognized Compensation ExpenseWeighted Average Recognition Period
(in years)
Unvested Stock Options$15,396 3.7
Unvested Restricted Stock1,822 3.1
Total unrecognized share-based compensation expense$17,218 
Stock Options

Under the Pennant Plans, options granted to employees of the subsidiaries of Pennant generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years after the date of grant.

The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for share-based payment awards under the Plans. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility and expected option life. The Company develops estimates based on historical data and market information, which can change significantly over time.

The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted as of June 30:

Grant YearOptions GrantedRisk-Free Interest Rate
Expected Life(a)
Expected Volatility(b)
Dividend YieldWeighted Average Fair Value of Options
2024714 4.3 %6.542.6 %— %$9.89 
2023656 4.0 %6.541.6 %— %$6.78 
(a)
Under the midpoint method, the expected option life is the midpoint between the contractual option life and the average vesting period for the options being granted. This resulted in an expected option life of 6.5 years for the options granted.
(b)Because the Company’s equity shares have been traded for a relatively short period of time, expected volatility assumption was based on the volatility of related industry stocks.
The following table represents the employee stock option activity during the six months ended June 30, 2024:

Number of
Options
Outstanding
Weighted
Average
Exercise Price
Number of
Options Vested
Weighted
Average
Exercise Price
of Options
Vested
December 31, 20232,924 18.79 1,190 $19.14 
Granted714 19.96 
Exercised(172)7.63 
Forfeited(107)20.73 
Expired(60)30.58 
June 30, 20243,299 $19.33 1,226 $20.42 

Restricted Stock

A summary of the status of Pennant’s non-vested Restricted Stock, and changes during the six months ended June 30, 2024, is presented below:

Non-Vested Restricted StockWeighted Average Grant Date Fair Value
December 31, 2023265 $14.27 
Granted45 17.73 
Vested(55)17.62 
Forfeited(21)16.26 
June 30, 2024234 $13.97 
v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
LEASES LEASES
The Company’s independent operating subsidiaries lease senior living communities and its administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from 15 to 25 years. The Company’s independent operating subsidiaries also lease the administrative offices of home health and hospice agencies, which generally have lease terms that range from one to 11 years. Most of these leases contain renewal options, most involve rent increases and none contain purchase options. The lease term excludes lease renewals because the renewal rents are not at a bargain, there are no economic penalties for the Company to renew the lease, and it is not reasonably certain that the Company will exercise the extension options. The Company elected the accounting policy practical expedients in ASC 842 to: (i) combine associated lease and non-lease components into a single lease component; and (ii) exclude recording short-term leases as right-of-use assets and liabilities on the condensed consolidated balance sheets. Non-lease components, which are not significant overall, are combined with lease components.

As of June 30, 2024, the Company’s independent operating subsidiaries leased 29 senior living communities from subsidiaries of Ensign (“Ensign Leases”) under a master lease arrangement. The existing leases with subsidiaries of Ensign have initial terms of between 14 to 20 years. The total amount of rent expense included in rent - cost of services paid to subsidiaries of Ensign was $3,488 and $6,976 for the three and six months ended June 30, 2024, respectively, and $3,333 and $6,749 for the three and six months ended June 30, 2023, respectively. In addition to rent, each of the operating companies are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all community maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties.

Fourteen of the Company’s affiliated senior living communities, excluding the communities that are operated under the Ensign Leases (as defined herein), are operated under three separate master lease arrangements. Under these master leases, a breach at a single community could subject one or more of the other communities covered by the same master lease to the same
default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases and master leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the master lease without the consent of the landlord.

The components of operating lease cost, are as follows:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating Lease Costs:
Community Rent—cost of services$8,860 $8,462 $17,515 $16,736 
Office Rent—cost of services1,664 1,374 3,393 2,697 
Rent—cost of services$10,524 $9,836 $20,908 $19,433 
General and administrative expense$116 $104 $203 $197 
Variable lease cost (a)
$2,239 $1,761 $4,269 $3,491 
(a)
Represents variable lease cost for operating leases, which costs include property taxes and insurance, common area maintenance, and consumer price index increases, incurred as part of the Company’s triple net lease, and which is included in cost of services for the three and six months ended June 30, 2024 and 2023.

The following table shows the lease maturity analysis for all leases as of June 30, 2024, for the years ended December 31:

YearAmount
2024 (Remainder)$19,680 
202538,276 
202636,728 
202735,616 
202834,832 
Thereafter260,683 
Total lease payments425,815 
Less: present value adjustments(155,729)
Present value of total lease liabilities270,086 
Less: current lease liabilities(18,473)
Long-term operating lease liabilities$251,613 

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at each lease’s commencement date to determine each lease's operating lease liability. As of June 30, 2024, the weighted average remaining lease term is 12.1 years and the weighted average discount rate is 8.1%.
v3.24.2.u1
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company recorded income tax expense of $1,844 and $1,921 or 23.2% and 39.7% of earnings before income taxes for the three months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to not having the impact of a change in the deductibility of equity compensation of certain executives in the current year.
The Company recorded income tax expense of $3,603 and $2,828, or 24.4% and 36.5% of earnings before income taxes for the six months ended June 30, 2024 and 2023, respectively. The decrease in the effective tax rate is primarily due to not having the impact of a change in the deductibility of equity compensation of certain executives in the current year.
v3.24.2.u1
DEFINED CONTRIBUTION PLAN
6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
DEFINED CONTRIBUTION PLAN DEFINED CONTRIBUTION PLAN
The Company has a 401(k) defined contribution plan (the “401(k) Plan”), whereby eligible employees may contribute up to 90% of their annual basic earnings, subject to applicable annual Internal Revenue Code limits. Additionally, the 401(k) Plan provides for discretionary matching contributions (as defined in the 401(k) Plan) by the Company. The Company expensed matching contributions to the 401(k) Plan of $281 and $572 for the three and six months ended June 30, 2024, and $205 and $418 for the three and six months ended June 30, 2023.

The Company has a non-qualified deferred compensation plan (the “DCP”) for executives, other highly compensated employees, independent contractors and non-employee directors. The independent contractors and non-employee directors are otherwise ineligible for participation in the Company's 401(k) plan. The DCP allows participants to defer the receipt of a portion of their base compensation, and further allows certain participants to defer up to 80% of their base salary and bonus compensation or director fees. At the participant’s election, payments can be deferred until a specific date at least one year after the year of deferral or until termination of engagement with the Company and can be paid in a lump sum or in up to ten annual installments. Separate deferral elections can be made for each year, and in limited circumstances, existing payment elections may be changed. The amounts deferred are credited with earnings and losses based upon the actual performance of the deemed investments selected by the participant. The rate of return for each participant varies depending on the specific investment elections made by the participant. Additionally, the plan deposits the employee deferrals into a rabbi trust and the funds are generally invested in individual variable life insurance contracts owned by the Company that are specifically designed to informally fund savings plans of this nature. The Company paid for related administrative costs, which were immaterial during the fiscal years presented.

As of June 30, 2024 and 2023, the Company’s deferred compensation liabilities were $2,020 and $968, respectively, in other long-term liabilities on the condensed consolidated balance sheets. The cash surrender value of the individual variable life insurance contracts is based on investment funds that shadow the investment allocations specified by participants in the DCP. As of June 30, 2024 and 2023, the cash surrender value of the company owned life insurance (“COLI”) policies were $2,019 and $950, respectively, and were included as a component of restricted and other assets on the condensed consolidated balance sheets. There are no outstanding loan amounts offset against the cash surrender value of the COLI policies. The losses recorded for the change in cash surrender value were immaterial for each period presented.
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Regulatory Matters - The Company provides services in complex and highly regulated industries. The Company’s compliance with applicable U.S. federal, state and local laws and regulations governing these industries may be subject to governmental review and adverse findings may result in significant regulatory action, which could include sanctions, damages, fines, penalties (many of which may not be covered by insurance), and even exclusion from government programs. The Company is a party to various regulatory and other governmental audits and investigations in the ordinary course of business and cannot predict the ultimate outcome of any federal or state regulatory survey, audit or investigation. While governmental audits and investigations are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve and penalties subject to appeal may remain in place during such appeals, which may include suspension, termination, or revocation of participation in governmental programs for the payment of the services the Company provides. The Department of Justice, HHS, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company's businesses. The Company believes it is presently in compliance in all material respects with all applicable laws and regulations.

Cost-Containment Measures - Government and third-party payors have instituted cost-containment measures designed to limit payments made to providers of healthcare services, may propose future cost-containment measures, and there can be no assurance that future measures designed to limit payments made to providers will not adversely affect the Company.

Indemnities - From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior operators for post-transfer environmental or other liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of agencies and communities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer, (iii) certain Ensign lending agreements, and (iv) certain agreements with management, directors and employees, under which the subsidiaries of the Company may be required to indemnify such persons for liabilities arising out of their employment relationships. The terms of such obligations vary by contract and, in most instances, a specific or maximum dollar amount is not explicitly stated therein.
Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, because no claims have been asserted, no liabilities have been recorded for these obligations on the Company’s Condensed Consolidated Balance Sheets for any of the periods presented.

Litigation - The Company’s businesses involve a significant risk of liability given the age and health of the patients and residents served by its independent operating subsidiaries. The Company, its operating subsidiaries, and others in the industry may be subject to a number of claims and lawsuits, including negligence and professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company is routinely subjected to these claims in the ordinary course of business, including potential claims related to patient care and treatment, and professional negligence, as well as employment-related claims. Certain of the states where we conduct business, including California and Nevada, recently adopted laws that increase the maximum amount of non-economic damages that may be awarded to a successful plaintiff in a claim for professional negligence or malpractice arising from care provided by our independent operating subsidiaries. These changes in applicable law may also increase the cost of obtaining and maintaining professional liability insurance to pay for the defense of, and any liability arising under, such claims. If there were a significant increase in the number of these claims or an increase in amounts owing should plaintiffs be successful in their prosecution of these claims, this could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In addition, the defense of these lawsuits may result in significant legal costs, regardless of the outcome, and may result in large settlement amounts or damage awards.

In addition to the potential lawsuits and claims described above, the Company also is subject to potential lawsuits under the False Claims Act (the “FCA”) and comparable state laws alleging submission of fraudulent claims for services to any governmental healthcare program (such as Medicare) or commercial payor. A violation may provide the basis for exclusion from federally funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance. Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the FCA, for which 18 states have qualified, including California and Texas, where we conduct business. As such, the Company could face scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which it conducts business.

Under the Fraud Enforcement and Recovery Act (“FERA”) and its associated rules, healthcare providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Providers have an obligation to proactively exercise “reasonable diligence” to identify overpayments and return those overpayments to CMS within 60 days of “identification” or the date any corresponding cost report is due, whichever is later. Retention of overpayments beyond this period may create liability under the FCA. In addition, FERA protects whistleblowers (including employees, contractors, and agents) from retaliation.

The Company cannot predict or provide any assurance as to the possible outcome of any litigation. If any litigation were to proceed, and the Company and its operating companies are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under federal Medicare statutes, the FCA, or similar state and federal statutes and related regulations, the Company’s business, financial condition and results of operations and cash flows could be materially and adversely affected. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged civil violations, and may also include the assumption of specific procedural and financial obligations by the Company or its independent operating subsidiaries going forward under a corporate integrity agreement and/or other arrangement with the government.

Medicare Revenue Recoupments - The Company is subject to probe reviews relating to Medicare services, billings and potential overpayments by Unified Program Integrity Contractors (“UPIC”), Recovery Audit Contractors (“RAC”), Zone Program Integrity Contractors (“ZPIC”), Program Safeguard Contractors (“PSC”), Supplemental Medical Review Contractors (“SMRC”) and Medicaid Integrity Contributors (“MIC”) programs, each of the foregoing collectively referred to as “Reviews.”

As of June 30, 2024, 13 of the Company’s independent operating subsidiaries had Reviews scheduled, on appeal or in dispute resolution process, both pre- and post-payment. If an operation fails an initial or subsequent Review, the operation could then be subject to extended Review, suspension of payment, or extrapolation of the identified error rate to all billing in the same time period. The Company, from time to time, receives record requests in Reviews which have resulted in claim denials on previously paid claims. The Company has appealed substantially all denials arising from these Reviews using the applicable appeals process. As of June 30, 2024, and through the filing of this Quarterly Report on Form 10-Q, the Company’s
independent operating subsidiaries have responded to the Reviews that are currently ongoing, on appeal or in dispute resolution process. The Company cannot predict the ultimate outcome of any regulatory and other governmental Reviews. While such Reviews are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve. The costs to respond to and defend such Reviews may be significant and an adverse determination in such Reviews may subject the Company to sanctions, damages, extrapolation of damage findings, additional recoupments, fines, other penalties (some of which may not be covered by insurance), and termination from Medicare programs which may, either individually or in the aggregate, have a material adverse effect on the Company's business and financial condition.

From June 2021 to May 2022, one hospice provider number was subject to a Medicare payment suspension imposed by a UPIC. The total amounts suspended was $5,105, which represents all Medicare payments due to the provider number during the suspension. As of June 30, 2024, the remaining amount due from the government payor impacted by the suspension was $246 and was recorded in long-term other assets.

The Medicare payment suspension concluded in May 2022, and the UPIC reviewed 107 patient records covering a 10-month period to determine whether, in its view, a Medicare overpayment was made. Based on the results of the review, the UPIC initially alleged sampled and extrapolated overpayments of $5,105, and withheld that amount through continued recoupment of Medicare payments. The Company is pursuing its appeal rights through the administrative appeals process, including contesting the methodology used by the UPIC to perform statistical extrapolation. To date the Company has been successful in appealing most of the previously denied claims. The Company received the refund of previously withheld amounts totaling $4,859 as of June 30, 2024. The Company continues to work through the appeals process for the remaining denied claims and expects to be successful in those appeals. Based on the information currently available to the Company, the Company cannot predict the timing or the ultimate outcome of this review including refunds to be received.

Insurance - The Company retains risk for a substantial portion of potential claims for general and professional liability, workers’ compensation and automobile liability. Based on changes in law that increase the maximum damages that may be recovered for professional negligence or malpractice claims in states where we operate, including California and Nevada, the costs of maintaining some of these insurance policies may increase in the future. The Company recognizes obligations associated with these costs, up to specified deductible limits in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported. The general and professional liability insurance has a retention limit of $150 per claim with a $500 corridor as an additional out-of-pocket retention we must satisfy for claims within the policy year before the carrier will reimburse losses. The workers’ compensation insurance has a retention limit of $250 per claim, except for policies held in Texas, Washington and Wyoming which are subject to state insurance and possess their own limits.
The Company is self-insured for claims related to employee health, dental, and vision care. To protect itself against loss exposure, the Company has purchased individual stop-loss insurance coverage that insures individual health claims that exceed $350 for each covered person for fiscal year 2024 and fiscal year 2023.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income attributable to The Pennant Group, Inc. $ 5,690 $ 4,906 $ 2,797 $ 1,850 $ 10,596 $ 4,647
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2024
shares
Jun. 30, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Brent J. Guerisoli [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   Brent J. Guerisoli, Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement on May 28, 2024 (the "Rule 10b5-1 Plan"). Mr. Guerisoli’s 10b5-1 Plan provides for the potential sale of up to 2,500 shares of the Company's common stock between August 27, 2024 and May 23, 2025. Additionally, Mr. Guerisoli entered into another Rule 10b5-1 trading arrangement on May 31, 2024 (the "Rule 10b5-1 Plan"). Mr. Guerisoli’s 10b5-1 Plan provides for the potential sale of up to 24,000 shares of the Company's common stock between July 25, 2025 and July 25, 2027.
Name Brent J. Guerisoli  
Title Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 28, 2024  
Brent J. Guerisoli Trading Arrangement, Common Stock, 2025 Sale Period [Member] | Brent J. Guerisoli [Member]    
Trading Arrangements, by Individual    
Expiration Date May 23, 2025  
Arrangement Duration 360 days  
Aggregate Available 2,500 2,500
Brent J. Guerisoli Trading Arrangement, Common Stock, 2027 Sale Period [Member] | Brent J. Guerisoli [Member]    
Trading Arrangements, by Individual    
Expiration Date July 25, 2027  
Arrangement Duration 1153 days  
Aggregate Available 24,000 24,000
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company (the “Interim Financial Statements”) reflect the Company’s financial position, results of operations, and cash flows of the business. The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”). Management believes that the Interim Financial Statements reflect, in all material respects, all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP. The results reported in these Interim Financial Statements are not necessarily indicative of results that may be expected for the entire year.
Consolidation The Company consists of various limited liability companies and corporations established to operate home health, hospice, home care, and senior living operations. The Interim Financial Statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest.
Recent Accounting Pronouncements
Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the Financial Accounting Standards Board (“FASB”) 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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker and other items, and also requires the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, which will be the Company's fiscal year 2024, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its quarterly and annual reports.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, which will be the Company's fiscal year 2025, with early adoption permitted. The Company doesn’t expect it to have any material impacts.
Revenue Recognition
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 Medicare, Medicaid, and managed care programs (Commercial, Medicare Advantage and Managed Medicaid plans). The healthcare services in home health and hospice patient contracts include routine services in exchange for a contractual agreed-upon amount or rate. Routine services are treated as a single performance obligation satisfied over time as services are rendered. As such, patient care services represent a bundle of services that are not capable of being distinct within the context of the contract. Additionally, there may be ancillary services which are not included in the rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered.
Revenue recognized from healthcare services is 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 rates, adjusted for estimates of variable consideration. The Company uses the expected value method in determining the variable component that should be used to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net service revenue in the period such variances become known.
Medicare Revenue

Net service revenue is recognized in accordance with the Patient Driven Groupings Model (“PDGM”). Under PDGM, Medicare provides agencies with payments for each 30-day payment period provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day payment period is adjusted to reflect the beneficiary’s health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day payment period; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments.

The Company adjusts Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation and other reasons unrelated to credit risk. Therefore, the Company believes that its reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered.

In addition to revenue recognized on completed episodes and periods, the Company also recognizes a portion of revenue associated with episodes and periods in progress. Episodes in progress are 30-day payment periods that begin during the reporting period but were not completed as of the end of the period. As such, the Company estimates revenue and recognizes it on a daily basis. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per period of care or episode of care and the Company’s estimate of the average percentage complete based on the scheduled end of period and end of episode dates.

Non-Medicare Revenue

Episodic Based Revenue - The Company recognizes revenue in a similar manner as it recognizes Medicare revenue for episodic-based rates that are paid by other insurance carriers, including carriers administering Medicare Advantage programs. These rates can vary based upon the negotiated terms.

Non-episodic Based Revenue - Revenue is recognized on an accrual basis based upon the date of service at amounts equal to its established or estimated per visit rates, as applicable.

Hospice Revenue

Revenue is recognized on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are calculated as daily rates for each of the levels of care the Company delivers. Revenue is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company regularly evaluates and records these adjustments as a reduction to revenue and an increase to other accrued liabilities.

Senior Living Revenue

The Company has elected the lessor practical expedient within ASC Topic 842, Leases and therefore recognizes, measures, presents, and discloses the revenue for services rendered under the Company’s senior living residency agreements
based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the services included under the Company’s senior living residency agreements each have the same timing and pattern of transfer. The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers for its senior residency agreements, for which it has determined that the non-lease components of such residency agreements are the predominant component of each such contract.
v3.24.2.u1
NET INCOME PER COMMON SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of basic and diluted net income per share
The following table sets forth the computation of basic and diluted net income per share for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Numerator: 
Net income attributable to The Pennant Group, Inc.$5,690 $2,797 $10,596 $4,647 
Denominator:
Weighted average shares outstanding for basic net income per share30,142 29,809 30,094 29,780 
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock(a)
639 384 489 391 
Adjusted weighted average common shares outstanding for diluted income per share30,781 30,193 30,583 30,171 
Earnings Per Share:
Basic net income per common share$0.19 $0.09 $0.35 $0.16 
Diluted net income per common share$0.18 $0.09 $0.35 $0.15 
(a)
The diluted per share amounts do not reflect common share equivalents outstanding of 1,375 and 1,788 for the three and six months ended June 30, 2024, and 2,312 and 2,158 for the three and six months ended June 30, 2023, respectively, because of their anti-dilutive effect.
v3.24.2.u1
REVENUE AND ACCOUNTS RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of revenue by major payor source
Revenue by payor for the three months ended June 30, 2024 and 2023, is summarized in the following tables:

Three Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$30,389 $51,491 $— $81,880 48.5 %
Medicaid7,400 6,463 12,599 26,462 15.7 
Subtotal37,789 57,954 12,599 108,342 64.2 
Managed care20,335 1,014 — 21,349 12.7 
Private and other(a)
7,830 379 30,845 39,054 23.1 
Total revenue$65,954 $59,347 $43,444 $168,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Three Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$23,920 $40,294 $— $64,214 48.5 %
Medicaid2,466 4,682 11,783 18,931 14.3 
Subtotal26,386 44,976 11,783 83,145 62.8 
Managed care15,837 1,417 — 17,254 13.1 
Private and other(a)
6,235 169 25,478 31,882 24.1 
Total revenue$48,458 $46,562 $37,261 $132,281 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.
Revenue by payor for the six months ended June 30, 2024 and 2023, is summarized in the following tables:

Six Months Ended June 30, 2024
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$60,231 $98,630 $— $158,861 48.8 %
Medicaid13,945 12,622 24,961 51,528 15.8 
Subtotal74,176 111,252 24,961 210,389 64.6 
Managed care39,421 2,050 — 41,471 12.7 
Private and other(a)
14,240 652 58,908 73,800 22.7 
Total revenue$127,837 $113,954 $83,869 $325,660 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations and management services agreement.

Six Months Ended June 30, 2023
Home Health and Hospice Services
Home Health ServicesHospice ServicesSenior Living ServicesTotal RevenueRevenue %
Medicare$47,296 $77,674 $— $124,970 48.3 %
Medicaid4,657 9,280 22,625 36,562 14.1 
Subtotal51,953 86,954 22,625 161,532 62.4 
Managed care31,769 2,611 — 34,380 13.3 
Private and other(a)
12,526 286 50,021 62,833 24.3 
Total revenue$96,248 $89,851 $72,646 $258,745 100.0 %
(a)Private and other payors in the Company’s home health services includes revenue from all payors generated in the Company’s home care operations.
Schedule of accounts receivable
Accounts receivable, net as of June 30, 2024 and December 31, 2023 is summarized in the following table:

June 30, 2024December 31, 2023
Medicare$43,640 $35,665 
Medicaid14,510 11,578 
Managed care14,814 11,752 
Private and other3,378 2,380 
Accounts receivable, gross76,342 61,375 
Less: allowance for doubtful accounts(253)(259)
Accounts receivable, net$76,089 $61,116 
v3.24.2.u1
BUSINESS SEGMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of financial data combined by business segment
The following tables present certain financial information regarding the Company’s reportable segments, general and administrative expenses are not allocated to the reportable segments and are included in “All Other” for the three and six months ended June 30, 2024 and 2023:

Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Three Months Ended June 30, 2024
Revenue$125,301 $43,444 $— $168,745 
Segment Adjusted EBITDAR from Operations$21,214 $12,804 $(10,546)$23,472 
Three Months Ended June 30, 2023
Revenue$95,020 $37,261 $— $132,281 
Segment Adjusted EBITDAR from Operations$15,681 $11,680 $(7,885)$19,476 
Home Health and Hospice ServicesSenior Living ServicesAll OtherTotal
Six Months Ended June 30, 2024
Revenue$241,791 $83,869 $— $325,660 
Segment Adjusted EBITDAR from Operations$40,764 $24,815 $(20,707)$44,872 
Six Months Ended June 30, 2023
Revenue$186,099 $72,646 $— $258,745 
Segment Adjusted EBITDAR from Operations$30,093 $21,921 $(15,399)$36,615 
Schedule of reconciliation of total combined adjusted EBITDAR from operations for our reportable segments to combined income from operations
The following table provides a reconciliation of Segment Adjusted EBITDAR from Operations to Condensed Consolidated Income from Operations:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Segment Adjusted EBITDAR from Operations$23,472 $19,476 $44,872 $36,615 
Less: Depreciation and amortization1,468 1,214 2,799 2,494 
Rent—cost of services10,524 9,836 20,908 19,433 
Other (expense) income(2)35 83 65 
Adjustments to Segment EBITDAR from Operations:
Less: Costs at start-up operations(a)
(55)65 (137)268 
Share-based compensation expense and related taxes(b)
1,949 1,354 3,475 2,773 
Acquisition related costs and credit allowances(c)
365 72 502 104 
Costs associated with transitioning operations(d)
33 538 (595)585 
Unusual, non-recurring or redundant charges(e)
32 226 307 624 
Add: Net income attributable to noncontrolling interest404 125 556 272 
Condensed Consolidated Income from Operations$9,562 $6,261 $18,086 $10,541 
(a)Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
(b)
Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
(c)
Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
(d)During the three months ended March 31, 2023, an affiliate of the Company placed its memory care units into transition and began seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.
(e)Represents unusual or non-recurring charges for legal services, implementation costs, integration costs, and consulting fees in general and administrative and cost of services expenses.
v3.24.2.u1
PROPERTY AND EQUIPMENT—NET (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment, net
Property and equipment, net consist of the following:

June 30, 2024December 31, 2023
Land$5,433 $96 
Building8,778 1,890 
Leasehold improvements20,296 21,204 
Equipment32,707 29,247 
Furniture and fixtures1,452 1,238 
68,666 53,675 
Less: accumulated depreciation(27,761)(25,077)
Property and equipment, net$40,905 $28,598 
v3.24.2.u1
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of activity in goodwill by segment
The following table represents activity in goodwill by segment for the six months ended June 30, 2024:

Home Health and Hospice ServicesSenior Living ServicesTotal
December 31, 2023$87,372 $3,642 $91,014 
Additions19,473 — 19,473 
June 30, 2024$106,845 $3,642 $110,487 
Schedule of other indefinite-lived intangible assets
Other indefinite-lived intangible assets consist of the following:

June 30, 2024December 31, 2023
Trade name$1,385 $1,385 
Medicare and Medicaid licenses76,157 66,357 
Total$77,542 $67,742 
v3.24.2.u1
OTHER ACCRUED LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Schedule of other accrued liabilities
Other accrued liabilities consist of the following:

June 30, 2024December 31, 2023
Refunds payable$1,459 $1,566 
Deferred revenue1,706 1,658 
Resident deposits1,854 2,367 
Property taxes789 1,255 
Deferred state relief funds1,162 780 
Accrued self-insurance liabilities6,488 4,392 
Other5,765 3,312 
Other accrued liabilities$19,223 $15,330 
v3.24.2.u1
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of long-term debt
Long-term debt, net consists of the following:
June 30, 2024December 31, 2023
Revolving Credit Facility$83,000 $65,000 
Less: unamortized debt issuance costs(a)
(826)(1,086)
Long-term debt, net$82,174 $63,914 
(a)
Amortization expense for debt issuance costs was $130 and $261 for the three and six months ended June 30, 2024, respectively, and $130 and $261 for the three and six months ended June 30, 2023, respectively, and is recorded in interest expense, net on the Condensed Consolidated Statements of Income.
v3.24.2.u1
OPTIONS AND AWARDS (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of total share-based compensation expense
Total share-based compensation expense for all Plans for the three and six months ended June 30, 2024 and 2023 was:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Share-based compensation expense related to stock options$1,254 984 $2,251 $1,834 
Share-based compensation expense related to Restricted Stock149 180 242 357 
Share-based compensation expense related to Restricted Stock to non-employee directors448 139 798 479 
Total share-based compensation$1,851 $1,303 $3,291 $2,670 

In future periods, the Company estimates it will recognize the following share-based compensation expense for unvested stock options and unvested Restricted Stock as of June 30, 2024:

Unrecognized Compensation ExpenseWeighted Average Recognition Period
(in years)
Unvested Stock Options$15,396 3.7
Unvested Restricted Stock1,822 3.1
Total unrecognized share-based compensation expense$17,218 
Schedule of stock options granted fair value assumptions
The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted as of June 30:

Grant YearOptions GrantedRisk-Free Interest Rate
Expected Life(a)
Expected Volatility(b)
Dividend YieldWeighted Average Fair Value of Options
2024714 4.3 %6.542.6 %— %$9.89 
2023656 4.0 %6.541.6 %— %$6.78 
(a)
Under the midpoint method, the expected option life is the midpoint between the contractual option life and the average vesting period for the options being granted. This resulted in an expected option life of 6.5 years for the options granted.
(b)Because the Company’s equity shares have been traded for a relatively short period of time, expected volatility assumption was based on the volatility of related industry stocks.
Schedule of employee stock option activity
The following table represents the employee stock option activity during the six months ended June 30, 2024:

Number of
Options
Outstanding
Weighted
Average
Exercise Price
Number of
Options Vested
Weighted
Average
Exercise Price
of Options
Vested
December 31, 20232,924 18.79 1,190 $19.14 
Granted714 19.96 
Exercised(172)7.63 
Forfeited(107)20.73 
Expired(60)30.58 
June 30, 20243,299 $19.33 1,226 $20.42 
Schedule of non-vested restricted stock awards
A summary of the status of Pennant’s non-vested Restricted Stock, and changes during the six months ended June 30, 2024, is presented below:

Non-Vested Restricted StockWeighted Average Grant Date Fair Value
December 31, 2023265 $14.27 
Granted45 17.73 
Vested(55)17.62 
Forfeited(21)16.26 
June 30, 2024234 $13.97 
v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of operating lease cost
The components of operating lease cost, are as follows:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating Lease Costs:
Community Rent—cost of services$8,860 $8,462 $17,515 $16,736 
Office Rent—cost of services1,664 1,374 3,393 2,697 
Rent—cost of services$10,524 $9,836 $20,908 $19,433 
General and administrative expense$116 $104 $203 $197 
Variable lease cost (a)
$2,239 $1,761 $4,269 $3,491 
(a)
Represents variable lease cost for operating leases, which costs include property taxes and insurance, common area maintenance, and consumer price index increases, incurred as part of the Company’s triple net lease, and which is included in cost of services for the three and six months ended June 30, 2024 and 2023.
Schedule of future minimum lease payments
The following table shows the lease maturity analysis for all leases as of June 30, 2024, for the years ended December 31:

YearAmount
2024 (Remainder)$19,680 
202538,276 
202636,728 
202735,616 
202834,832 
Thereafter260,683 
Total lease payments425,815 
Less: present value adjustments(155,729)
Present value of total lease liabilities270,086 
Less: current lease liabilities(18,473)
Long-term operating lease liabilities$251,613 
v3.24.2.u1
DESCRIPTION OF BUSINESS (Details)
Jun. 30, 2024
facility
agency
Home Health and Hospice Services  
Segment Reporting Information [Line Items]  
Number of service providers | agency 117
Senior Living Services  
Segment Reporting Information [Line Items]  
Number of properties under lease | facility 54
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Accounting Policies [Abstract]          
Deferred state relief funds $ 1,162   $ 1,162   $ 780
State relief funds, reduction $ 1,124 $ 1,397 $ 1,577 $ 2,082  
v3.24.2.u1
TRANSACTIONS WITH ENSIGN (Details) - Affiliated Entity
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
property
Jun. 30, 2023
USD ($)
property
Jun. 30, 2024
USD ($)
property
Jun. 30, 2023
USD ($)
property
Related Party Transaction [Line Items]        
Cost of services $ 1,570 $ 1,014 $ 3,070 $ 1,954
Senior Living Services        
Related Party Transaction [Line Items]        
Number of operating facilities | property 29 29 29 29
Transition Services Agreement        
Related Party Transaction [Line Items]        
Expenses from transactions with related party $ 302 $ 192 $ 582 $ 465
v3.24.2.u1
NET INCOME PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator:            
Net income attributable to The Pennant Group, Inc. $ 5,690 $ 4,906 $ 2,797 $ 1,850 $ 10,596 $ 4,647
Denominator:            
Weighted average shares outstanding for basic net income per share (in shares) 30,142   29,809   30,094 29,780
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock (in shares) 639   384   489 391
Adjusted weighted average common shares outstanding for diluted income per share (in shares) 30,781   30,193   30,583 30,171
Earnings Per Share:            
Basic net income per common share (in dollars per share) $ 0.19   $ 0.09   $ 0.35 $ 0.16
Diluted net income per common share (in dollars per share) $ 0.18   $ 0.09   $ 0.35 $ 0.15
Anti-dilutive effect of common equivalent shares outstanding (in shares) 1,375   2,312   1,788 2,158
v3.24.2.u1
REVENUE AND ACCOUNTS RECEIVABLE - NARRATIVE (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Disaggregation of Revenue [Line Items]          
Payment terms     Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.    
Customer Concentration Risk | Receivables | Subtotal          
Disaggregation of Revenue [Line Items]          
Revenue, percent     76.20%   77.00%
Customer Concentration Risk | Revenue          
Disaggregation of Revenue [Line Items]          
Revenue, percent 100.00% 100.00% 100.00% 100.00%  
Customer Concentration Risk | Revenue | Subtotal          
Disaggregation of Revenue [Line Items]          
Revenue, percent 64.20% 62.80% 64.60% 62.40%  
v3.24.2.u1
REVENUE AND ACCOUNTS RECEIVABLE - REVENUE BY MAJOR PAYOR (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 168,745 $ 132,281 $ 325,660 $ 258,745
Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 100.00% 100.00% 100.00% 100.00%
Medicare        
Disaggregation of Revenue [Line Items]        
Revenue $ 81,880 $ 64,214 $ 158,861 $ 124,970
Medicare | Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 48.50% 48.50% 48.80% 48.30%
Medicaid        
Disaggregation of Revenue [Line Items]        
Revenue $ 26,462 $ 18,931 $ 51,528 $ 36,562
Medicaid | Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 15.70% 14.30% 15.80% 14.10%
Subtotal        
Disaggregation of Revenue [Line Items]        
Revenue $ 108,342 $ 83,145 $ 210,389 $ 161,532
Subtotal | Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 64.20% 62.80% 64.60% 62.40%
Managed care        
Disaggregation of Revenue [Line Items]        
Revenue $ 21,349 $ 17,254 $ 41,471 $ 34,380
Managed care | Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 12.70% 13.10% 12.70% 13.30%
Private and other        
Disaggregation of Revenue [Line Items]        
Revenue $ 39,054 $ 31,882 $ 73,800 $ 62,833
Private and other | Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Revenue % 23.10% 24.10% 22.70% 24.30%
Home Health and Hospice Services | Home Health Services        
Disaggregation of Revenue [Line Items]        
Revenue $ 65,954 $ 48,458 $ 127,837 $ 96,248
Home Health and Hospice Services | Home Health Services | Medicare        
Disaggregation of Revenue [Line Items]        
Revenue 30,389 23,920 60,231 47,296
Home Health and Hospice Services | Home Health Services | Medicaid        
Disaggregation of Revenue [Line Items]        
Revenue 7,400 2,466 13,945 4,657
Home Health and Hospice Services | Home Health Services | Subtotal        
Disaggregation of Revenue [Line Items]        
Revenue 37,789 26,386 74,176 51,953
Home Health and Hospice Services | Home Health Services | Managed care        
Disaggregation of Revenue [Line Items]        
Revenue 20,335 15,837 39,421 31,769
Home Health and Hospice Services | Home Health Services | Private and other        
Disaggregation of Revenue [Line Items]        
Revenue 7,830 6,235 14,240 12,526
Home Health and Hospice Services | Hospice Services        
Disaggregation of Revenue [Line Items]        
Revenue 59,347 46,562 113,954 89,851
Home Health and Hospice Services | Hospice Services | Medicare        
Disaggregation of Revenue [Line Items]        
Revenue 51,491 40,294 98,630 77,674
Home Health and Hospice Services | Hospice Services | Medicaid        
Disaggregation of Revenue [Line Items]        
Revenue 6,463 4,682 12,622 9,280
Home Health and Hospice Services | Hospice Services | Subtotal        
Disaggregation of Revenue [Line Items]        
Revenue 57,954 44,976 111,252 86,954
Home Health and Hospice Services | Hospice Services | Managed care        
Disaggregation of Revenue [Line Items]        
Revenue 1,014 1,417 2,050 2,611
Home Health and Hospice Services | Hospice Services | Private and other        
Disaggregation of Revenue [Line Items]        
Revenue 379 169 652 286
Senior Living Services        
Disaggregation of Revenue [Line Items]        
Revenue 43,444 37,261 83,869 72,646
Senior Living Services | Medicare        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Senior Living Services | Medicaid        
Disaggregation of Revenue [Line Items]        
Revenue 12,599 11,783 24,961 22,625
Senior Living Services | Subtotal        
Disaggregation of Revenue [Line Items]        
Revenue 12,599 11,783 24,961 22,625
Senior Living Services | Managed care        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
Senior Living Services | Private and other        
Disaggregation of Revenue [Line Items]        
Revenue $ 30,845 $ 25,478 $ 58,908 $ 50,021
v3.24.2.u1
REVENUE AND ACCOUNTS RECEIVABLE - ACCOUNTS RECEIVABLE (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts Receivable [Abstract]    
Accounts receivable, gross $ 76,342 $ 61,375
Less: allowance for doubtful accounts (253) (259)
Accounts receivable, net 76,089 61,116
Medicare    
Accounts Receivable [Abstract]    
Accounts receivable, gross 43,640 35,665
Medicaid    
Accounts Receivable [Abstract]    
Accounts receivable, gross 14,510 11,578
Managed care    
Accounts Receivable [Abstract]    
Accounts receivable, gross 14,814 11,752
Private and other    
Accounts Receivable [Abstract]    
Accounts receivable, gross $ 3,378 $ 2,380
v3.24.2.u1
BUSINESS SEGMENTS - NARRATIVE (Details)
Jun. 30, 2024
facility
agency
Home Health and Hospice Services  
Segment Reporting Information [Line Items]  
Number of service providers | agency 117
Senior Living Services  
Segment Reporting Information [Line Items]  
Number of properties under lease | facility 54
v3.24.2.u1
BUSINESS SEGMENTS - FINANCIAL DATA (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Revenue $ 168,745 $ 132,281 $ 325,660 $ 258,745
Segment Adjusted EBITDAR from Operations 23,472 19,476 44,872 36,615
Senior Living Services        
Segment Reporting Information [Line Items]        
Revenue 43,444 37,261 83,869 72,646
Operating Segments | Home Health and Hospice Services        
Segment Reporting Information [Line Items]        
Revenue 125,301 95,020 241,791 186,099
Segment Adjusted EBITDAR from Operations 21,214 15,681 40,764 30,093
Operating Segments | Senior Living Services        
Segment Reporting Information [Line Items]        
Revenue 43,444 37,261 83,869 72,646
Segment Adjusted EBITDAR from Operations 12,804 11,680 24,815 21,921
All Other        
Segment Reporting Information [Line Items]        
Revenue 0 0 0 0
Segment Adjusted EBITDAR from Operations $ (10,546) $ (7,885) $ (20,707) $ (15,399)
v3.24.2.u1
BUSINESS SEGMENTS - INCOME FROM OPERATIONS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting [Abstract]            
Segment Adjusted EBITDAR from Operations $ 23,472   $ 19,476   $ 44,872 $ 36,615
Less: Depreciation and amortization 1,468   1,214   2,799 2,494
Rent—cost of services 10,524   9,836   20,908 19,433
Other (expense) income (2)   35   83 65
Less: Costs at start-up operations (55)   65   (137) 268
Share-based compensation expense and related taxes 1,949   1,354   3,475 2,773
Acquisition related costs and credit allowances 365   72   502 104
Costs associated with transitioning operations 33   538   (595) 585
Unusual, non-recurring or redundant charges 32   226   307 624
Add: Net income attributable to noncontrolling interest 404 $ 152 125 $ 147 556 272
Condensed Consolidated Income from Operations $ 9,562   $ 6,261   $ 18,086 $ 10,541
v3.24.2.u1
ACQUISITIONS (Details)
$ in Thousands
6 Months Ended
Aug. 01, 2024
USD ($)
Jan. 01, 2024
USD ($)
Jun. 30, 2024
USD ($)
agency
community
numberOfLivingUnits
Jun. 30, 2023
USD ($)
agency
community
Dec. 31, 2023
USD ($)
Business Acquisition [Line Items]          
Acquire interest in joint venture   $ 11,680      
Goodwill     $ 110,487   $ 91,014
Subsequent Event          
Business Acquisition [Line Items]          
Business combination, purchase price $ 32,000        
Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Payments to acquire land and building     10,380    
Total acquisition       $ 7,261  
Goodwill       4,117  
Other indefinite-lived intangible assets       2,012  
Equipment and other assets       1,027  
Acquisition costs     0 0  
Other intangible assets       186  
Liabilities assumed       81  
Home Health Services | Series of Individually Immaterial Asset Acquisitions          
Business Acquisition [Line Items]          
Other indefinite-lived intangible assets     1,000 $ 210  
Home Health Services | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency       2  
Home Health and Hospice Services          
Business Acquisition [Line Items]          
Goodwill     $ 106,845   87,372
Home Health and Hospice Services | Home Health Services          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency     4 3  
Home Health and Hospice Services | Home Health Services | Series of Individually Immaterial Asset Acquisitions          
Business Acquisition [Line Items]          
Number of assets acquired | agency     2 1  
Home Health and Hospice Services | Hospice Services          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency     2 1  
Home Health and Hospice Services | Hospice Services | Series of Individually Immaterial Asset Acquisitions          
Business Acquisition [Line Items]          
Number of assets acquired | agency     1    
Home Health and Hospice Services | Hospice Services | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency       1  
Senior Living Services          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | community     3 2  
Goodwill     $ 3,642   $ 3,642
Senior Living Services | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | community     2    
Operational Senior Living Units          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | numberOfLivingUnits     261    
Joint Venture With John Muir Health | Home Health Joint Venture          
Business Acquisition [Line Items]          
Ownership interest     60.00%    
Sale of noncontrolling interests, net of tax     $ 11,726    
Joint Venture With John Muir Health | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Total acquisition     28,406    
Goodwill     19,473    
Other indefinite-lived intangible assets     8,800    
Equipment and other assets     133    
One Home Health Agency And One Hospice Agency Acquired In 2024 | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Total acquisition     5,000    
Goodwill     3,267    
Other indefinite-lived intangible assets     1,600    
Equipment and other assets     $ 133    
One Home Health Agency And One Hospice Agency Acquired In 2024 | Home Health Services | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency     1    
One Home Health Agency And One Hospice Agency Acquired In 2024 | Hospice Services | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency     1    
Home Care Services Segment | Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency       2  
Home Care Services Segment | Home Care Agencies          
Business Acquisition [Line Items]          
Number of businesses acquired and assets acquisitions | agency       2  
v3.24.2.u1
PROPERTY AND EQUIPMENT—NET (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Property and equipment, gross $ 68,666   $ 68,666   $ 53,675
Less: accumulated depreciation (27,761)   (27,761)   (25,077)
Property and equipment, net 40,905   40,905   28,598
Depreciation 1,468 $ 1,211 2,799 $ 2,486  
Land          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 5,433   5,433   96
Building          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 8,778   8,778   1,890
Leasehold improvements          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 20,296   20,296   21,204
Equipment          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross 32,707   32,707   29,247
Furniture and fixtures          
Property, Plant and Equipment [Line Items]          
Property and equipment, gross $ 1,452   $ 1,452   $ 1,238
v3.24.2.u1
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS - ACTIVITY IN GOODWILL (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 91,014
Additions 19,473
Goodwill, ending balance 110,487
Home Health and Hospice Services  
Goodwill [Roll Forward]  
Goodwill, beginning balance 87,372
Additions 19,473
Goodwill, ending balance 106,845
Senior Living Services  
Goodwill [Roll Forward]  
Goodwill, beginning balance 3,642
Additions 0
Goodwill, ending balance $ 3,642
v3.24.2.u1
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS - INDEFINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles $ 77,542 $ 67,742
Trade name    
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles 1,385 1,385
Medicare and Medicaid licenses    
Indefinite-lived Intangible Assets [Line Items]    
Other indefinite-lived intangibles $ 76,157 $ 66,357
v3.24.2.u1
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS - NARRATIVE (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Intangible asset impairments $ 0 $ 0 $ 0 $ 0
v3.24.2.u1
OTHER ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Accrued Liabilities, Current [Abstract]    
Refunds payable $ 1,459 $ 1,566
Deferred revenue 1,706 1,658
Resident deposits 1,854 2,367
Property taxes 789 1,255
Deferred state relief funds 1,162 780
Accrued self-insurance liabilities 6,488 4,392
Other 5,765 3,312
Other accrued liabilities $ 19,223 $ 15,330
v3.24.2.u1
DEBT - SCHEDULE OF LONG-TERM DEBT (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]          
Less: unamortized debt issuance costs $ (826)   $ (826)   $ (1,086)
Long-term debt, net 82,174   82,174   63,914
Amortization of deferred financing fees 130 $ 130 261 $ 261  
Revolving Credit Facility | Line of Credit          
Debt Instrument [Line Items]          
Revolving Credit Facility $ 83,000   $ 83,000   $ 65,000
v3.24.2.u1
DEBT - NARRATIVE (Details) - USD ($)
Jul. 31, 2024
Jun. 12, 2023
Jun. 30, 2024
Feb. 23, 2021
Revolving Credit Facility        
Debt Instrument [Line Items]        
Borrowing capacity       $ 150,000,000
Revolving Credit Facility | Subsequent Event        
Debt Instrument [Line Items]        
Borrowing capacity $ 250,000      
Revolving Credit Facility | Line of Credit        
Debt Instrument [Line Items]        
Weighted average interest rate     8.35%  
Borrowing availability     $ 62,814,000  
Revolving Credit Facility | Minimum        
Debt Instrument [Line Items]        
Margin   0.35%    
Revolving Credit Facility | Minimum | Subsequent Event        
Debt Instrument [Line Items]        
Margin 0.25%      
Revolving Credit Facility | Minimum | SOFR        
Debt Instrument [Line Items]        
Margin   2.25%    
Revolving Credit Facility | Minimum | SOFR | Subsequent Event        
Debt Instrument [Line Items]        
Margin 1.75%      
Revolving Credit Facility | Minimum | Base Rate        
Debt Instrument [Line Items]        
Margin   1.25%    
Revolving Credit Facility | Minimum | Base Rate | Subsequent Event        
Debt Instrument [Line Items]        
Margin 0.75%      
Revolving Credit Facility | Maximum        
Debt Instrument [Line Items]        
Margin   0.50%    
Revolving Credit Facility | Maximum | Subsequent Event        
Debt Instrument [Line Items]        
Margin 0.45%      
Revolving Credit Facility | Maximum | SOFR        
Debt Instrument [Line Items]        
Margin   3.25%    
Revolving Credit Facility | Maximum | SOFR | Subsequent Event        
Debt Instrument [Line Items]        
Margin 2.75%      
Revolving Credit Facility | Maximum | Base Rate        
Debt Instrument [Line Items]        
Margin   2.25%    
Revolving Credit Facility | Maximum | Base Rate | Subsequent Event        
Debt Instrument [Line Items]        
Margin 1.75%      
Letters of Credit | Line of Credit        
Debt Instrument [Line Items]        
Letters of credit outstanding     $ 4,186,000  
v3.24.2.u1
OPTIONS AND AWARDS - SHARE-BASED COMPENSATION (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation $ 1,851 $ 1,303 $ 3,291 $ 2,670
Stock Options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation 1,254 984 2,251 1,834
Restricted Stock Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation 149 180 242 357
Restricted Stock Awards | Non-employee Directors        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation $ 448 $ 139 $ 798 $ 479
v3.24.2.u1
OPTIONS AND AWARDS - UNVESTED STOCK OPTIONS AND RESTRICTED STOCK (Details) - The Ensign Plans
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Total unrecognized share-based compensation expense $ 17,218
Stock Options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested Stock Options $ 15,396
Weighted Average Recognition Period (in years) 3 years 8 months 12 days
Restricted Stock Awards  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested Restricted Stock $ 1,822
Weighted Average Recognition Period (in years) 3 years 1 month 6 days
v3.24.2.u1
OPTIONS AND AWARDS - NARRATIVE (Details) - The Ensign Plans
6 Months Ended
Jun. 30, 2024
Restricted Stock Awards  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting period 5 years
Stock Options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Options, vesting percent per year 20.00%
Options, expiration period 10 years
v3.24.2.u1
OPTIONS AND AWARDS - OPTIONS GRANTED (Details) - The Ensign Plans - $ / shares
shares in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options granted (in shares) 714  
2024    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options granted (in shares) 714  
Weighted average fair value of options (in dollars per share) $ 9.89  
2024 | Stock Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-Free Interest Rate 4.30%  
Expected life 6 years 6 months  
Expected volatility 42.60%  
Dividend Yield 0.00%  
2023    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options granted (in shares)   656
Weighted average fair value of options (in dollars per share)   $ 6.78
2023 | Stock Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-Free Interest Rate   4.00%
Expected life   6 years 6 months
Expected volatility   41.60%
Dividend Yield   0.00%
v3.24.2.u1
OPTIONS AND AWARDS - EMPLOYEE STOCK OPTION ACTIVITY (Details) - The Ensign Plans
shares in Thousands
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Dec. 31, 2023
$ / shares
shares
Number of Options Outstanding    
Beginning balance, outstanding (in shares) | shares 2,924  
Granted (in shares) | shares 714  
Exercised (in shares) | shares (172)  
Forfeited (in shares) | shares (107)  
Expired (in shares) | shares (60)  
Ending balance, outstanding (in shares) | shares 3,299  
Weighted Average Exercise Price    
Beginning of period, weighted average exercise price (in dollars per share) | $ / shares $ 18.79  
Granted (in dollars per share) | $ / shares 19.96  
Exercised (in dollars per share) | $ / shares 7.63  
Forfeited (in dollars per share) | $ / shares 20.73  
Expired (in dollars per share) | $ / shares 30.58  
End of period, weighted average exercise price (in dollars per share) | $ / shares $ 19.33  
Number of options vested (in shares) | shares 1,226 1,190
Weighted average exercise price of options vested (in dollars per share) | $ / shares $ 20.42 $ 19.14
v3.24.2.u1
OPTIONS AND AWARDS - RESTRICTED STOCK (Details) - The Ensign Plans - Restricted Stock Awards
shares in Thousands
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Non-Vested Restricted Stock  
Beginning balance, outstanding (in shares) | shares 265
Granted (in shares) | shares 45
Vested (in shares) | shares (55)
Forfeited (in shares) | shares (21)
Ending balance, outstanding (in shares) | shares 234
Weighted Average Grant Date Fair Value  
Beginning of period, weighted average exercise price (in dollars per share) | $ / shares $ 14.27
Granted (in dollars per share) | $ / shares 17.73
Vested (in dollars per share) | $ / shares 17.62
Forfeited (in dollars per share) | $ / shares 16.26
End of period, weighted average exercise price (in dollars per share) | $ / shares $ 13.97
v3.24.2.u1
LEASES - NARRATIVE (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
property
facility
arrangement
Jun. 30, 2023
USD ($)
property
Jun. 30, 2024
USD ($)
property
facility
arrangement
Jun. 30, 2023
USD ($)
property
Lessee, Lease, Description [Line Items]        
Weighted average remaining lease term 12 years 1 month 6 days   12 years 1 month 6 days  
Weighted average discount rate 8.10%   8.10%  
Related Party | Operating Lease, Rent Expense        
Lessee, Lease, Description [Line Items]        
Fees incurred | $ $ 3,488 $ 3,333 $ 6,976 $ 6,749
Senior Living Services | Related Party        
Lessee, Lease, Description [Line Items]        
Number of operating facilities | property 29 29 29 29
Number of properties under lease, master lease agreement | facility 14   14  
Number of separate master lease arrangements | arrangement 3   3  
Senior Living Services | Minimum        
Lessee, Lease, Description [Line Items]        
Lease term 15 years   15 years  
Senior Living Services | Minimum | Related Party        
Lessee, Lease, Description [Line Items]        
Lease term 14 years   14 years  
Senior Living Services | Maximum        
Lessee, Lease, Description [Line Items]        
Lease term 25 years   25 years  
Senior Living Services | Maximum | Related Party        
Lessee, Lease, Description [Line Items]        
Lease term 20 years   20 years  
Home Health and Hospice Services | Minimum        
Lessee, Lease, Description [Line Items]        
Lease term 1 year   1 year  
Home Health and Hospice Services | Maximum        
Lessee, Lease, Description [Line Items]        
Lease term 11 years   11 years  
v3.24.2.u1
LEASES - IMPACT OF NEW LEASES GUIDANCE (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating Lease Costs:        
Variable lease cost $ 2,239 $ 1,761 $ 4,269 $ 3,491
Cost of Services        
Operating Lease Costs:        
Operating lease costs 10,524 9,836 20,908 19,433
Cost of Services | Community        
Operating Lease Costs:        
Operating lease costs 8,860 8,462 17,515 16,736
Cost of Services | Office        
Operating Lease Costs:        
Operating lease costs 1,664 1,374 3,393 2,697
General and administrative expense        
Operating Lease Costs:        
Operating lease costs $ 116 $ 104 $ 203 $ 197
v3.24.2.u1
LEASES - FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Leases, Under Adoption of ASC 842 [Abstract]    
2024 (Remainder) $ 19,680  
2025 38,276  
2026 36,728  
2027 35,616  
2028 34,832  
Thereafter 260,683  
Total lease payments 425,815  
Less: present value adjustments (155,729)  
Present value of total lease liabilities 270,086  
Less: current lease liabilities (18,473) $ (17,122)
Long-term operating lease liabilities $ 251,613 $ 248,596
v3.24.2.u1
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax expense (benefit) $ 1,844 $ 1,921 $ 3,603 $ 2,828
Effective income tax rate reconciliation, percent 23.20% 39.70% 24.40% 36.50%
v3.24.2.u1
DEFINED CONTRIBUTION PLAN (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
installment
Jun. 30, 2023
USD ($)
Retirement Benefits [Abstract]        
Employee contribution (as a percent)     90.00%  
Contribution $ 281 $ 205 $ 572 $ 418
Percentage of compensation     80.00%  
Payment deferred (in years) 1 year   1 year  
Number of annual installments | installment     10  
Accrued other long term liabilities $ 2,020 968 $ 2,020 968
Cash surrender value of life insurance $ 2,019 $ 950 $ 2,019 $ 950
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES (Details)
$ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
May 31, 2022
agency
Jun. 30, 2024
USD ($)
review
Dec. 31, 2023
USD ($)
May 31, 2022
provider
agency
Concentration Risk [Line Items]        
Number of operating subsidiaries with reviews scheduled | review   13    
Suspended payments   $ 5,105    
Sampled and extrapolated overpayments   246    
Number of patient records under review | agency 107     107
Period of review 10 months      
Previously withheld amounts   (4,859)    
General and professional liability, retention limit   150    
Out-of-pocket retention   500    
Workers' compensation, retention limit   250    
Hospice Services Segment        
Concentration Risk [Line Items]        
Number providers | provider       1
Maximum        
Concentration Risk [Line Items]        
Self insurance, individual coverage limit   $ 350 $ 350  

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