You should read the following discussion together with our unaudited condensed
consolidated financial statements and the related notes included elsewhere in
this quarterly report on Form 10-Q. This discussion contains forward-looking
statements about our business and operations. Statements that are predictive in
nature, that depend upon or refer to future events or conditions or that include
words like "believes," "belief," "expects," "plans," "anticipates," "intends,"
"projects," "estimates," "may," "might," "would," "should" and similar
expressions are intended to be forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. These statements are based on
the beliefs and assumptions of our management based on information currently
available to management. Such forward-looking statements are subject to risks,
uncertainties and other important factors that could cause actual results and
the timing of certain events to differ materially from future results expressed
or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to: the impact of macroeconomic conditions, rising
global inflation and interest rates, legislative developments, trade disruptions
and supply chain disruptions on our business and our customers' businesses;
financial market instability and disruptions to the banking system due to bank
failures, particularly in light of the closures of Silicon Valley Bank and
Signature Bank in March 2023; business disruptions due to natural disasters,
acts of terrorism, pandemics (including the ongoing COVID-19 pandemic), riots,
civil insurrection or social unrest, looting, protests, strikes or street
demonstrations; changes in operational and reimbursement processes and payment
structures at the state or federal levels; changes in Medicaid, Medicare, other
government program and managed care organizations policies and payment rates,
and the timeliness of reimbursements received under government programs; changes
in, or our failure to comply with, existing, federal and state laws or
regulations, or our failure to comply with new government laws or regulations on
a timely basis; competition in the healthcare industry; the geographical
concentration of our operations; changes in the case mix of consumers and
payment methodologies; operational changes resulting from the assumption by
managed care organizations of responsibility for managing and paying for our
services to consumers; the nature and success of future financial and/or
delivery system reforms; changes in estimates and judgments associated with
critical accounting policies; our ability to maintain or establish new referral
sources; our ability to renew significant agreements or groups of agreements;
our ability to attract and retain qualified personnel; federal, state and city
minimum wage pressure, including any failure of any governmental entity to enact
a minimum wage offset and/or the timing of any such enactment; changes in
payments and covered services due to the overall economic conditions and deficit
reduction measures by federal and state governments, and our expectations
regarding these changes; cost containment initiatives undertaken by federal and
state governmental and other third-party payors; our ability to access financing
through the capital and credit markets; our ability to meet debt service
requirements and comply with covenants in debt agreements; our ability to
integrate and manage our information systems; any security breaches,
cyber-attacks, loss of data, or cybersecurity threats or incidents, and any
actual or perceived failures to comply with legal requirements related to the
privacy of confidential consumer data and other sensitive information; the size
and growth of the markets for our services, including our expectations regarding
the markets for our services; the acceptance of privatized social services;
eligibility standards and limits on services imposed by state governmental
agencies; the potential for litigation, audits and investigations; discretionary
determinations by government officials; our ability to successfully implement
our business model to grow our business; our ability to continue identifying,
pursuing, consummating and integrating acquisition opportunities and expand into
new geographic markets; the impact of acquisitions and dispositions on our
business, including the potential inability to realize the benefits of potential
acquisitions; the potential impact of the discontinuation or modification of
LIBOR; the effectiveness, quality and cost of our services; our ability to
successfully execute our growth strategy; changes in tax rates; the impact of
inclement weather or natural disasters; and various other matters, many of which
are beyond our control. In addition, these forward-looking statements are
subject to the risk factors set forth in Part I, Item 1A of our Annual Report on
Form 10-K for the period ended December 31, 2022, filed with the SEC on February
28, 2023. You should carefully review all of these factors. Moreover, our
business may be materially adversely affected by factors that are not currently
known to us, by factors that we currently consider immaterial or by factors that
are not specific to us, such as general economic conditions. These
forward-looking statements were based on information, plans and estimates at the
date of this report, and we assume no obligation to update any forward-looking
statements to reflect changes in underlying assumptions or factors, new
information, future events or other changes, except as may be required by law.

Overview



We are a home care services provider operating three segments: personal care,
hospice and home health. Our services are principally provided in-home under
agreements with federal, state and local government agencies, managed care
organizations, commercial insurers and private individuals. Our consumers are
predominantly "dual eligible," meaning they are eligible to receive both
Medicare and Medicaid benefits. Managed care revenues accounted for 36.6% and
35.7% of our net service revenues during the three months ended March 31, 2023
and 2022, respectively.

                                       18

--------------------------------------------------------------------------------

Table of Contents




A summary of certain consolidated financial results is provided in the table
below.

                                     For the Three Months Ended March 31,
                                         2023                    2022
Net service revenues by segment:            (Amounts in Thousands)
Personal care                      $         190,032       $         169,632
Hospice                                       49,082                  47,727
Home health                                   12,485                   9,275
Total net service revenue          $         251,599       $         226,634

Net income                         $          12,675       $           8,470



As of March 31, 2023, we provided our services in 22 states through 203 offices.
We served approximately 55,000 and 53,000 discrete individuals, respectively,
during the three months ended March 31, 2023 and 2022. Our personal care segment
also includes staffing services, with clients including assisted living
facilities, nursing homes and hospice facilities.

Acquisitions



In addition to our organic growth, we have grown through acquisitions that have
expanded our presence in current markets, with the goal of having all three
levels of in-home care in our markets or facilitating our entry into new markets
where in-home care has been moving to managed care organizations or that present
other strategic opportunities.

On February 1, 2022, we completed the acquisition of the operations of
JourneyCare Inc. ("JourneyCare"). The purchase price was approximately $86.6
million, including the amount of acquired excess cash held by JourneyCare at the
closing of the acquisition (approximately $0.4 million). The JourneyCare
acquisition was funded with a combination of a $35.0 million draw on the
Company's revolving credit facility and available cash. With the JourneyCare
acquisition, the Company expanded its hospice services in Illinois.

On October 1, 2022, we completed the acquisition of Apple Home HealthCare, LTD ("Apple Home") for $12.7 million, with funding provided by drawing on the Company's revolving credit facility. With the purchase of Apple Home, the Company expanded clinical services for its home health segment in Illinois.

On January 1, 2023, we completed the acquisition of CareStaff for approximately $1.0 million, with funding provided by available cash. With the purchase of CareStaff, the Company expanded its personal care services in Florida.

COVID-19 Pandemic Update



Compared to earlier periods, the United States has generally experienced a
moderation of COVID-19 infections and related hospitalizations. However, given
the longer-term uncertainties associated with the COVID-19 pandemic, it is
difficult to predict the effect and ultimate impact of the COVID-19 pandemic on
the Company as conditions related to the COVID-19 pandemic continue to evolve.

For the three months ended March 31, 2023 and 2022, COVID-19-related expenses in
our personal care segment were approximately $0.7 million and $1.7 million,
respectively, and are included in cost of service revenues on the Consolidated
Statements of Income. Additionally, we recognized revenue of $0.9 million and
$1.4 million attributable to temporary rate increases from certain payors in our
personal care segment for the three months ended March 31, 2023 and 2022,
respectively.

As of March 31, 2023, the Company deferred the recognition of $2.9 million of
payments received from payors for COVID-19 reimbursement, included within
accrued expenses, which will be recognized as we incur specific expenses related
to the pandemic, such as expenses related to acquiring additional PPE and
COVID-19 related paid time off, or will be returned to the extent
COVID-19-related expenses are not incurred. We are not able to reasonably
predict the total costs we will incur related to the COVID-19 pandemic, and such
costs could be substantial.

As the COVID-19 public health situation continues to evolve, federal and state
governments have shifted to reducing or terminating certain temporary measures
that were implemented to ease delivery of care earlier in the COVID-19 public
health emergency. In addition, the current federal public health emergency
declaration expires May 11, 2023, and the Biden administration has indicated it
will not be extended. We will continue to assess the impact and consequences of
the COVID-19 pandemic and government responses to the pandemic, including the
implementation of the CARES Act, the PPPHCE Act, the CAA, the ARPA, other
stimulus and relief legislation, the President's National COVID-19 Preparedness
Plan, and existing and potential additional federal, state and local vaccine
mandates, on our business, results of operations, financial condition and cash
flows. Given the dynamic nature of these circumstances, we cannot currently
predict with certainty the extent to which our business, results of operations,
financial condition or liquidity will ultimately be impacted by the pandemic but
is not

                                       19

--------------------------------------------------------------------------------

Table of Contents




expected to have a material adverse impact. See Part I, Item 1A-Risk Factors -
"The COVID-19 pandemic could negatively affect our operations, business and
financial condition, and our liquidity could also be negatively impacted,
particularly if the U.S. economic and/or public health conditions deteriorate in
connection with the pandemic" of our Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on February 28, 2023.

See "Liquidity and Capital Resources" below for additional information regarding funds received related to COVID-19 pandemic relief.

Recruiting



As the labor market has tightened and unemployment has declined in comparison to
earlier levels, the competition for new caregivers, including skilled healthcare
staff, and support staff has increased. In addition, the United States economy
continues to experience significant inflationary pressures and a competitive
labor market. To the extent that we continue to experience a shortage of
caregivers, it may hinder our ability to fully meet the continuing demand for
both our non-clinical and clinical services.

Revenue by Payor and Significant States



Our payors are principally federal, state and local governmental agencies and
managed care organizations. The federal, state and local programs under which
the agencies operate are subject to legislative and budgetary changes and other
risks that can influence reimbursement rates. We are experiencing a transition
of business from government payors to managed care organizations, which we
believe aligns with our emphasis on coordinated care and the reduction of the
need for acute care.

Our revenue by payor and significant states by segment were as follows:



Personal Care Segment                                  For the Three Months Ended March 31,
                                                      2023                              2022
                                                           % of Segment                      % of Segment
                                              Amount       Net Service          Amount       Net Service
                                          (in Thousands)     Revenues       (in Thousands)     Revenues
State, local and other governmental
programs                                         $95,320           50.1 %          $83,908           49.5 %
Managed care organizations                        87,901           46.3             77,390           45.6
Private pay                                        4,226            2.2              4,626            2.7
Commercial insurance                               1,669            0.9              2,024            1.2
Other                                                916            0.5              1,684            1.0
Total personal care segment net service
revenues                                        $190,032          100.0 %         $169,632          100.0 %
Illinois                                         $98,414           51.8 %          $84,693           49.9 %
New Mexico                                        28,474           15.0             25,440           15.0
New York (1)                                      21,885           11.5             21,385           12.6
All other states                                  41,259           21.7             38,114           22.5
Total personal care segment net service
revenues                                        $190,032          100.0 %         $169,632          100.0 %



(1)

The Company has suspended materially all of its new patient admissions under the New York CDPAP program as discussed below.



Hospice Segment                                           For the Three Months Ended March 31,
                                                         2023                              2022
                                                              % of Segment                      % of Segment
                                                 Amount       Net Service          Amount       Net Service
                                             (in Thousands)     Revenues       (in Thousands)     Revenues

Medicare                                            $44,556           90.8 %          $43,485           91.1 %
Commercial insurance                                  2,547            5.2              2,244            4.7
Managed care organizations                            1,647            3.4              1,715            3.6
Other                                                   332            0.6                283            0.6
Total hospice segment net service revenues          $49,082          100.0 %          $47,727          100.0 %
Ohio                                                $18,451           37.6 %          $16,328           34.2 %
Illinois                                             11,480           23.4              9,541           20.0
New Mexico                                            6,486           13.2              8,233           17.3
All other states                                     12,665           25.8             13,625           28.5

Total hospice segment net service revenues $49,082 100.0 % $47,727 100.0 %







                                       20

--------------------------------------------------------------------------------


  Table of Contents


Home Health Segment                                    For the Three Months Ended March 31,
                                                      2023                              2022
                                                           % of Segment                      % of Segment
                                              Amount       Net Service          Amount       Net Service
                                          (in Thousands)     Revenues       (in Thousands)     Revenues
Medicare                                          $9,270           74.2 %           $6,812           73.4 %
Managed care organizations                         2,539           20.3              1,904           20.5
Other                                                676            5.5                559            6.1
Total home health segment net service
revenues                                         $12,485          100.0 %           $9,275          100.0 %
New Mexico                                        $9,116           73.0 %           $7,509           81.0 %
Illinois                                           3,369           27.0              1,766           19.0
Total home health segment net service
revenues                                         $12,485          100.0 %           $9,275          100.0 %




We derive a significant amount of our net service revenues in Illinois, which
represented 39.1% and 37.4% of our net service revenues for the three months
ended March 31, 2023 and 2022, respectively.

A significant amount of our net service revenues are derived from one payor, the
Illinois Department on Aging, the largest payor program for our Illinois
personal care operations, which accounted for 21.5% and 20.7% of our net service
revenues for the three months ended March 31, 2023 and 2022, respectively.

Changes in Reimbursement Rates

Illinois



On November 26, 2019, the City of Chicago voted to approve additional increases
in the Chicago minimum wage to $14 per hour beginning July 1, 2020 and to $15
per hour beginning July 1, 2021. In each subsequent year, the City is required
to raise the wage based on increases in the Consumer Price Index ("CPI") subject
to a cap and other requirements. On July 1, 2022, the rate was adjusted to
$15.40 based on the increase in the CPI.

The Illinois fiscal year 2022 budget included an increase of hourly rates for
in-home care services to $24.96, to be effective January 1, 2022. On July 12,
2021, in connection with the temporary increase in federal funding for Medicaid
home and community-based services authorized by the ARPA, the State of Illinois
submitted its Initial Spending Plan and Narrative to CMS for approval. That plan
included the acceleration by two months of the rate increase to $24.96 from
January 1, 2022, to November 1, 2021. The Company recognized $3.6 million
related to the rate increase for the year ended December 31, 2021.

The Illinois fiscal year 2023 budget included an increase of hourly rates for
in-home care services to $25.66, to be effective January 1, 2023. This increase
offsets the $0.40 increase in Chicago minimum wage that occurred on July 1,
2022. In March 2023, the Illinois Department of Healthcare and Family Services
submitted a waiver amendment proposal to CMS to further increase in-home care
rates to $26.92, effective as of April 1,2023, which CMS approved.

Our business will benefit from the rate increases noted above as planned for
2023, but there is no assurance that there will be additional offsetting rate
increases in Illinois for fiscal years beyond fiscal year 2023, and our
financial performance will be adversely impacted for any periods in which an
additional offsetting reimbursement rate increase is not in effect.

                                       21

--------------------------------------------------------------------------------

Table of Contents

Impact of Changes in Medicare and Medicaid Reimbursement

Home Health



Home health services provided to Medicare beneficiaries are paid under the
Medicare Home Health Prospective Payment System ("HHPPS"), which uses national,
standardized 30-day period payment rates for periods of care that meet a certain
threshold of home health visits (periods of care that do not meet the visit
threshold are paid a per-visit payment rate for providing care). Although
payment is made for each 30-day period, the HHPPS permits continuous 60-day
certification periods through which beneficiaries are verified as eligible for
the home health benefit. The daily home health payment rate is adjusted for
case-mix and area wage levels. CMS uses the Patient-Driven Groupings Model
("PDGM") as the case-mix classification model to place periods of care into
payment categories, classifying patients based on clinical characteristics and
their resource needs. An outlier adjustment may be paid for periods of care
where costs exceed a specific threshold amount.

CMS updates the HHPPS payment rates each calendar year. For calendar year 2023,
CMS estimates that Medicare payments to home health agencies will increase by
0.7%. This is based on a home health payment update percentage of 4.0, which
reflects a 4.1% market basket update reduced by a productivity adjustment of
negative 0.1 percentage points, and an estimated 3.5% decrease associated with
the transition to the PDGM that is intended to help achieve budget-neutrality on
a prospective basis, among other changes. Home health providers that do not
comply with quality data reporting requirements are subject to a 2-percentage
point reduction to their market basket update. In addition, beginning January 1,
2022, Medicare requires home health agencies to submit a one-time Notice of
Admission ("NOA") for each patient that establishes that the beneficiary is
under a Medicare home health period of care. Failure to submit the NOA within
five calendar days from the start of care will result in a reduction to the
30-day period payment amount for each day from the start of care date until the
date the NOA is submitted.

CMS began implementing a nationwide expansion of the Home Health Value-Based
Purchasing ("HHVBP") Model in January 2022. Under the model, home health
agencies will receive increases or decreases to their Medicare fee-for-service
payments of up to 5%, based on performance against specific quality measures
relative to the performance of other home health providers. Data collected in
each performance year will impact Medicare payments two years later. Calendar
year 2023 is the first performance year under the expanded HHVBP Model, which
will affect payments in calendar year 2025.

In certain states, payment of claims may be impacted by the Review Choice
Demonstration for Home Health Services, a program intended to identify and
prevent fraud, reduce the number of Medicare appeals and improve provider
compliance with Medicare program requirements. The program applies to home
health agencies in Illinois, Ohio, North Carolina, Florida and Texas and may
expand, in the future, into additional states. Providers in states subject to
the Review Choice Demonstration may initially select from the following claims
review and approval processes: pre-claim review, post-payment review or a
minimal post-payment review with a 25% payment reduction. Home health agencies
that maintain high compliance levels will be eligible for additional options
that may be less burdensome. We are currently unable to predict what impact, if
any, this program may have on our result of operations or financial position.

The IMPACT Act requires HHS, together with the Medicare Payment Advisory
Commission, to work toward a unified payment system for post-acute care services
provided by home health agencies, inpatient rehabilitation facilities, skilled
nursing facilities, and long-term care hospitals. A unified post-acute care
payment system would pay post-acute care providers under a single framework
according to a patient's characteristics, rather than based on the post-acute
care setting where the patient receives treatment. As required under the
statute, CMS and the HHS Office of the Assistant Secretary for Planning and
Evaluation issued a report presenting a prototype for a unified post-acute care
payment model in July 2022. CMS noted in its report the need for additional
analyses and acknowledged that the universal implementation of a unified
post-acute care payment system would require congressional action. The Medicare
Payment Advisory Commission is required to submit a report to Congress by June
2023.

Hospice

Hospice services provided to Medicare beneficiaries are paid under the Medicare
Hospice Prospective Payment System, under which CMS sets a daily rate for each
day a patient is enrolled in the hospice benefit. CMS updates these rates each
federal fiscal year. Effective October 1, 2022, CMS increased hospice payment
rates by 3.8%. This reflects a 4.1% market basket increase and a negative 0.3
percentage point productivity adjustment. Hospices that do not satisfy quality
reporting requirements are subject to a 2-percentage point reduction to the
market basket update. Beginning in 2024, the reduction to the market basket
update for failure to report quality data will increase to 4 percentage points.

                                       22

--------------------------------------------------------------------------------

Table of Contents




Overall payments made by Medicare to each hospice provider number are subject to
an inpatient cap and an aggregate cap, which is set each federal fiscal year.
The inpatient cap limits the number of days of inpatient care to no more than
20% of total patient care days. The aggregate cap, which limits the total
Medicare reimbursement that a hospice may receive based on an annual
per-beneficiary cap amount and the number of Medicare patients served, was
updated to $32,486.92 for federal fiscal year 2023. If a hospice's Medicare
payments exceed its inpatient or aggregate caps, it must repay Medicare the
excess amount.

New York Consumer Directed Personal Assistance Program ("CDPAP")

The CDPAP is a self-directed care alternative program that allows eligible individuals who need help with activities of daily living or skilled nursing services to choose their caregivers. We provide support services as a CDPAP fiscal intermediary.



In April 2022, the New York legislature passed the fiscal year 2023 state
budget, which amended the Fiscal Intermediary Request For Offer ("RFO") process
to authorize all fiscal intermediaries that submitted an RFO application and
served at least 200 clients in New York City or 50 clients in other counties
between January 1, 2020, and March 31, 2020, but that were not initially awarded
a contract, to contract with the New York State Department of Health. These
fiscal intermediaries are permitted to continue operating in all counties
contained in their RFO application, provided they submitted an attestation and
supporting information to the NYSDOH no later than November 29, 2022. The
Company submitted an attestation on November 22, 2022. For the fiscal
intermediaries whose attestation and supporting information meet all
requirements, the NYSDOH will issue award letters on the contract award date,
which was anticipated to be April 1, 2023. However, the New York State
Department of Health has not yet awarded these contracts. Any fiscal
intermediary that does not receive an award letter must cease fiscal
intermediary operations. The Company continues to assess the future of its
participation in this program. Given the current profitability of the program,
the Company has suspended materially all of its new fee-for-service patient
admissions through County Social Service Departments in the CDPAP program.

HHS Proposed Rule: "Assuring Access to Medicaid Services"



On April 27, 2023, HHS introduced a proposed rule titled "Assuring Access to
Medicaid Services." The proposed rule has a stated goal
of improving access to services for Medicaid beneficiaries. As part of this
proposed rule, HHS is proposing that state Medicaid agencies provide assurances
that a minimum of 80% of Medicaid payments for personal care and similar
services be spent on compensation to direct care workers. The proposed rule
would allow states four years to implement changes required by a final rule,
with extended time specified for managed care delivery systems. The proposed
rule is subject to comment and specifically requests comments on the 80%
threshold, related definitions and the implementation period. The ultimate
impact of any final rule, which could be adverse for periods after
implementation, but could also benefit our business by improving access to
services, depends on the requirements set forth in any final rule.

Components of our Statements of Income

Net Service Revenues



We generate net service revenues by providing our services directly to consumers
and primarily on an hourly basis in our personal care segment, on a daily basis
in our hospice segment and on an episodic basis in our home health segment. We
receive payment for providing such services from our private consumers and
payors, including federal, state and local governmental agencies, managed care
organizations and commercial insurers.

In our personal care segment, net service revenues are principally provided
based on authorized hours, determined by the relevant agency, at an hourly rate,
which is either contractual or fixed by legislation, and are recognized at the
time services are rendered. In our hospice segment, net service revenues are
provided based on daily rates for each of the levels of care and are recognized
as services are provided. In our home health segment, net service revenues are
based on an episodic basis at a stated rate and recognized based on the number
of days elapsed during a period of care within the reporting period. We also
record estimated implicit price concessions (based primarily on historical
collection experience) related to uninsured accounts to record revenues.

Cost of Service Revenues



We incur direct care wages, payroll taxes and benefit-related costs in
connection with providing our services. We also provide workers' compensation
and general liability coverage for our employees. Employees are also reimbursed
for their travel time and related travel costs in certain instances.

                                       23

--------------------------------------------------------------------------------

Table of Contents

General and Administrative Expenses



Our general and administrative expenses include our costs for operating our
network of local agencies and our administrative offices. Our agency expenses
consist of costs for supervisory personnel, our community care supervisors and
office administrative costs. Personnel costs include wages, payroll taxes and
employee benefits. Facility costs include rents, utilities, and postage,
telephone and office expenses. Our corporate and support center expenses include
costs for accounting, information systems, human resources, billing and
collections, contracting, marketing and executive leadership. These expenses
consist of compensation, including stock-based compensation, payroll taxes,
employee benefits, legal, accounting and other professional fees, travel,
general insurance, rents, provision for doubtful accounts and related facility
costs. Expenses related to streamlining our operations such as costs related to
terminated employees, termination of professional services relationships, other
contract termination costs and asset write-offs are also included in general and
administrative expenses.

Depreciation and Amortization Expenses



Depreciable assets consist principally of furniture and equipment, network
administration and telephone equipment and operating system software.
Depreciable and leasehold assets are depreciated or amortized on a straight-line
method over their useful lives or, if less and if applicable, their lease terms.
We amortize our intangible assets with finite lives, consisting of customer and
referral relationships, trade names, trademarks and non-competition agreements,
using straight line or accelerated methods based upon their estimated useful
lives.

Interest Expense

Interest expense is reported when incurred and principally consists of interest and unused credit line fees on the credit facility.

Income Tax Expense



All of our income is from domestic sources. We incur state and local taxes in
states in which we operate. The effective income tax rate was 22.0% and 27.9%
for the three months ended March 31, 2023 and 2022, respectively, compared to
our federal statutory rate of 21%. The difference between our federal statutory
and effective income tax rates was principally due to the inclusion of state
taxes, non-deductible compensation, excess tax expense/benefit and the use of
federal employment tax credits.

© Edgar Online, source Glimpses