THE PENNANT GROUP, INC. 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 theSecurities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year endedDecember 31, 2021 (the "2021 Annual Report"), which discusses our business and related risks in greater detail, as well as subsequent reports we may file from time to time on Form 10-K, Form 10-Q and 8-K, for additional information. The section entitled "Risk Factors" filed within our 2021 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 theSEC , 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 theU.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. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. The developments with respect to the spread of COVID-19 and its impacts have occurred rapidly, and because of the unprecedented nature of the pandemic, we are unable to predict the extent and duration of the adverse financial impact of COVID-19 on our business, financial condition and results of operations. The risk factors discussed in this Quarterly Report and the 2021 Annual Report under the heading "Risk Factors," could cause our results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:
•uncertainties related to the lingering effect of the COVID-19 pandemic;
•difficulty complying with state and federal vaccination mandates, which widely vary, and the potential effects of such vaccine mandates on our business, including our ability to retain and hire staff and maintain residents of our senior living communities;
•uncertainties related to the end of the COVID-19 public health emergency declared by federal and state authorities, and the expiration of certain waivers granted during that emergency;
•federal and state changes to, or delays receiving, reimbursement and other aspects of Medicaid and Medicare;
•changes in the regulations affecting the healthcare industry;
•proposed changes to payment models and reimbursement amounts within the Medicare and Medicaid fee schedules for future calendar years;
•potential additional regulation affecting the ownership and staffing of businesses in our industry;
•increases in the federal income tax rate;
•increased competition and increased cost of acquisition or retention for, or a shortage of, skilled personnel;
•government reviews, audits and investigations of our business;
•changes in federal and state employment related laws;
•compliance with state and federal employment, immigration, licensing and other laws;
•competition from other healthcare providers;
•actions of national labor unions;
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•the leases of our affiliated senior living communities;
•inability to complete future community or business acquisitions and failure to successfully integrate acquired communities and businesses into our operations;
•general economic conditions, including inflation and increasing interest rates, which raise the costs of goods and borrowing capital; •security breaches and other cyber security incidents;
•the performance of the financial and credit markets; and,
•uncertainties related to our ability to obtain financing or the terms of such financing.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements in this Quarterly Report. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by applicable securities laws.
Overview
We are a leading provider of high-quality healthcare services to patients of all ages, including the growing senior population, inthe 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 acrossArizona ,California ,Colorado ,Idaho ,Iowa ,Montana ,Nevada ,Oklahoma ,Oregon ,Texas ,Utah ,Washington ,Wisconsin andWyoming . As ofJune 30, 2022 , our home health and hospice business provided home health, hospice and home care services from 89 agencies operating across these 14 states, and our senior living business operated 48 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,
2014 2015 2016 2017 2018 2019 2020 2021 2022
Home health and hospice
agencies 25 32 39 46 54 63 76 88 89
Senior living communities 15 36 36 43 50 52 54 54 48
Senior living units 1,587 3,184 3,184 3,434 3,820 3,963 4,127 4,127 3,400
Total number of home health,
hospice, and senior living
operations 40 68 75 89 104 115 130 142 137
COVID-19
We have been, and we expect to continue to be, impacted by several factors
related to the viral disease known as COVID-19 ("COVID-19") that may cause
actual results to differ from our historical results or current expectations.
Due to the COVID-19 pandemic, the results presented in this report are not
necessarily indicative of future operating results. The situation surrounding
COVID-19 remains fluid. We are actively managing our response in collaboration
with government officials, team members and business partners, and we are
assessing potential impacts to our financial position and operating results, as
well as adverse developments in our business.
During the second quarter of 2022, the labor challenges experienced throughout
the past year continued with some moderation. For the second quarter of 2022,
hospice average discharged length of stay was impacted slightly as a result of a
shift of patient referrals from more acute settings, resulting in a modest
decline in hospice average length of stay despite an incremental improvement in
hospice admissions.
Senior Living
COVID-19 continues to impact all aspects of our senior living business and
geographies, including impacts on our residents, team members, vendors and
business partners. While our overall senior living occupancy has decreased since
the onset of the COVID-19 pandemic due to a greater number of move outs net of
move ins, during the second quarter of 2022 we
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experienced modest improvement in occupancy. We cannot be sure if or when the
occupancy levels in our senior living communities will improve over multiple
measurement periods or return to pre-pandemic levels.
Labor
We have experienced and expect to continue to see increased wages rates in response to staffing shortages as is occurring throughout the nation and the healthcare industry, in particular. We are monitoring the ongoing impact of COVID-19 on labor costs due to increased overtime, premium pay, and temporary labor to supplement existing staffing as well as the impact of our response actions on our revenue and expenses, including labor acquisition, retention, and turnover costs that may be imposed by existing and anticipated state and federal vaccination mandates imposed for skilled workers in home health agencies, senior living communities and other health care service providers. However, the extent to which COVID-19 will continue to impact our operations will depend on future developments, which remain uncertain and cannot be predicted with confidence, including the pace of spread and impact of the predominant variant in the US, Omicron BA.5 (this is currently causing an estimated 78% of cases), other Omicron Variants and strains, the Delta variant, other potential existing or future variant strains, and the actions taken to contain COVID-19 or treat its impact, among others. Fortunately the Omicron strain and related variants, including BA.5, are proving to be a more mild version of the virus causing lower hospitalizations and severe disease than previous strains.
Recent Activities
Acquisitions. During the six months endedJune 30, 2022 , we expanded our operations with the addition of one home health agency. We entered into a separate operation transfer agreement with the prior operator as a part of the transaction. The purchase price for the acquisitions was$0.8 million . Subsequent toJune 30, 2022 , the Company entered into a long-term lease and operation service agreement to operate a senior living community inBoise Idaho . The addition of this operation added a total of 100 operational senior living units to be operated by one of the Company's independent operating subsidiaries.
Trends
Since the pandemic began and throughout the 2021 fiscal year, we experienced a steady decline in senior living occupancy as move-ins declined relative to move-outs due to the pandemic. We have experienced modest senior living occupancy improvement through the second quarter, partly as a result of improving COVID-19 case trends and renewed consideration of senior living communities as a home based care setting. We cannot be sure when the occupancy levels in our senior living communities will return to pre-pandemic levels. As uncertainty regarding the COVID-19 pandemic persists, if there is a resurgence in cases, or if variant strains aggressively emerge, we could see a more prolonged recovery. When we acquire turnaround or start-up operations, we expect that our combined metrics may be impacted. We expect these metrics to vary from period to period based upon the maturity of the operations within our portfolio. We have generally experienced lower occupancy rates and higher costs at our senior living communities and lower census and higher costs at our home health and hospice agencies for recently acquired operations; as a result, we generally anticipate lower and/or fluctuating consolidated and segment margins during years of acquisition growth.
Government Regulation
We have disclosed under the heading "Government Regulation" in the 2021 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 2021 Annual Report, the following regulations have been updated. The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted onMarch 27, 2020 inthe United States and subsequent regulatory actions. The CARES Act contained provisions for accelerated or advance Medicare payments ("AAP") to provide supporting cash flow to providers and suppliers combating the effects of the COVID-19 pandemic. We applied for and received$28.0 million in 2020. These funds were subject to automatic recoupment through offsets to new claims beginning one year after payment were issued. In April, 2021, CMS began to automatically recoup 25% of Medicare payments, which continued for 11 months. At the end of the 11 months, assuming full repayment has not occurred, recoupment will increase to 50% for another six months. Any balance outstanding after these two recoupment periods was subject to repayment at a 4% interest rate. CMS has recouped all of the$28.0 million of the AAP received by the Company as ofJune 30, 2022 ; no further balance remains payable by the Company.
The CARES Act payroll tax deferral program allowed employers to defer the
deposit and payment of the employer's portion of social security taxes that
otherwise would be due between
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permits employers to deposit half of these deferred payments by the end of 2021
and the other half by the end of 2022. The Company deferred approximately $7.8
million of the employer-paid portion of social security taxes, of which $4.1
million remains unpaid as of June 30, 2022 and is included in current
liabilities in accrued wages and related liabilities.
As described in our most recent Annual Report on Form 10-K, Item 1A, Risks
Related to COVID-19, CMS issued, and the United States Supreme Court upheld, an
interim final rule requiring workers of Medicare- or Medicaid-reimbursed
operations to be fully vaccinated or subject to an appropriate exemption. The
application of this interim final rule has been extended to all 50 states after
litigation before various courts, including the United States Supreme Court . The
deadline for compliance with this mandate ranged from February 28, 2022 to March
21, 2022 , based on the state of operation. In addition, several states in which
our independent operating subsidiaries are located issued their own vaccine
requirements, most notably California , Colorado , Oregon , and Washington . In some
of the states where our independent operating subsidiaries are located, state
requirements for vaccination of healthcare workers have been updated to address
the availability and necessity of vaccine boosters after receiving an initial
one- or two-injection course of vaccination. Still other states, such as Texas ,
have prohibited COVID-19 vaccines from being required as a matter of state law,
although the interim final rule requires employees of Medicare-participating
health care facilities to receive the COVID-19 vaccination. Compliance with the
relevant federal and state vaccine mandates or laws is challenging, due to both
legal challenges and differing requirements.
As of June 30, 2022 , our independent operating subsidiaries are substantially in
compliance with these mandates. While the mandates have contributed to
industry-wide staffing shortages and increased competition for qualified
employees, increasing our employee costs, those impacts have been felt across
the health care industry and are not unique to our operations. The various
federal and state mandates have also created ongoing testing, tracking and other
administrative obligations and expenses, which may persist as long as the
mandates are in place.
On July 27, 2022 , CMS issued the 2023 Hospice Payment Rate Update final rule
("Hospice Payment Final Rule"). The Final Rule provides that a hospice's wage
index (one component of its payment rate) will not be reduced more than 5.0%
year-over-year. In other words, a hospice's wage index each fiscal year will be
no less than 95.0% of its prior fiscal year wage index. This will help protect
hospices against large annual wage-based reimbursement decreases. This change is
permanent and will not automatically expire or require renewal. Subject to this
wage index change, the Hospice Payment Final Rule adopts a 3.8% increase in
payments made for hospice services, including the cap amount, which the rule
increases from $31,297.61 to $32,486.92 . The Hospice Payment Final Rule also
outlines reductions in payment ranging from two percent (2.0%) to four percent
(4.0%), beginning in 2024, for hospices that fail to meet quality reporting
requirements.
On June 17, 2022 , the CMS issued the 2023 Home Health Prospective Payment System
Rate Update proposed rule. The proposed rule would apply a permanent decrease of
7.7% to the home health 30-day period standard payment rate for assumed behavior
changes resulting from implementation of the Patient Driven Grouping Model
("PDGM"), except for low utilization payment adjustments ("LUPAs").
Additionally, CMS proposes a temporary adjustment of payments to recover as soon
as 2024 $2.0 billion in overpayments made in the PDGM program. Aside from these
adjustments, CMS proposes a 2.9% basket increase for the home health payment
update in calendar year 2023. Under the proposed rule, CMS would also
recalibrate case-mix weights and low utilization payment adjustment thresholds
using 2021 data. Additionally, the proposed rule would apply a permanent 5.0%
cap on decreases in the wage index, meaning a facility's wage index for any
future year would not be less than 95.0% of the final wage index for the
preceding year. For home health agencies that do not report required quality
reporting data to CMS, their increase in payment would only be 0.9%, rather than
the full 2.9% contemplated in the proposed rule. Overall, the proposed rule
estimates that Medicare payments to all home health agencies would decrease in
the aggregate by 4.2%, or $810 million , based on its contents. This proposed
rule may change, even significantly, prior to adoption as a final rule. The
final rule for the 2023 Home Health Prospective Payment System Rate Update is
expected in the third or fourth quarter of 2022 and would be effective beginning
January 1, 2023 .
Segments
We have two reportable segments: (1) home health and hospice services, which
includes our home health, home care and hospice businesses; and (2) senior
living services, which includes the operation of assisted living, independent
living and memory care communities. Our Chief Executive Officer, who is our
Chief Operating Decision Maker ("CODM"), reviews financial information at the
operating segment level. We also report an "all other" category that includes
general and administrative expense from our Service Center.
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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:
•Total home health admissions. The total admissions of home health patients, including new acquisitions, new admissions and readmissions.
•Total Medicare home health admissions. Total admissions of home health patients, who are receiving care under Medicare reimbursement programs, including new acquisitions, new admissions and readmissions.
•Average Medicare revenue per completed 60-day home health episode. The average amount of revenue for each completed 60-day home health episode generated from patients who are receiving care under Medicare reimbursement programs.
•Total hospice admissions. Total admissions of hospice patients, including new acquisitions, new admissions and recertifications.
•Average hospice daily census. The average number of patients who are receiving hospice care during any measurement period divided by the number of days during such measurement period.
•Hospice Medicare revenue per day. The average daily Medicare revenue recorded during any measurement period for services provided to hospice patients.
The following table summarizes our overall home health and hospice statistics for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Home health services:
Total home health admissions 10,055 10,069 20,237 19,166
Total Medicare home health admissions 4,682 4,406 9,315 8,904
Average Medicare revenue per 60-day completed
episode(a) $ 3,629 $ 3,390 $ 3,561 $ 3,394
Hospice services:
Total hospice admissions 2,119 2,047 4,528 4,201
Average hospice daily census 2,285 2,296 2,259 2,301
Hospice Medicare revenue per day $ 176 $ 171 $ 177
(a) The year to date average Medicare revenue per 60-day completed episode includes
post period claim adjustments for prior quarters.
•Occupancy. The ratio of actual number of days our units are occupied during any
measurement period to the number of units available for occupancy during such
measurement period.
•Average monthly revenue per occupied unit. The room and board revenue for
senior living services during any measurement period divided by actual occupied
senior living units for such measurement period divided by the number of months
for such measurement period.
The following table summarizes our senior living statistics for the periods
indicated:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Occupancy 76.5 % 72.7 % 74.4 % 72.4 %
Average monthly revenue per occupied unit $ 3,470 $ 3,176 $ 3,418 $ 3,181
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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 the under the PDGM methodology. Under PDGM, Medicare provides agencies with payments for each 30-day period of care provided to beneficiaries. If a beneficiary is still eligible for care after the end of the first 30-day payment period, a second 30-day payment period can begin. There are no limits to the number of periods of care a beneficiary who remains eligible for the home health benefit can receive. While payment for each 30-day period of care is adjusted to reflect the beneficiary's health condition and needs, a special outlier provision exists to ensure appropriate payment for those beneficiaries that have the most expensive care needs. The payment under the Medicare program is also adjusted for certain variables including, but not limited to: (a) a low utilization payment adjustment if the number of visits is below an established threshold that varies based on the diagnosis of a beneficiary; (b) a partial payment if the patient transferred to another provider or the Company received a patient from another provider before completing the period of care; (c) adjustment to the admission source of claim if it is determined that the patient had a qualifying stay in a post-acute care setting within 14 days prior to the start of a 30-day payment period; (d) the timing of the 30-day payment period provided to a patient in relation to the admission date, regardless of whether the same home health provider provided care for the entire series of episodes; (e) changes to the acuity of the patient during the previous 30-day period of care; (f) changes in the base payments established by the Medicare program; (g) adjustments to the base payments for case mix and geographic wages; and (h) recoveries of overpayments. For further detail regarding PDGM see the Government Regulation section of our 2021 Annual Report. Hospice. We derive the majority of our hospice business revenue from Medicare reimbursement. The estimated payment rates are calculated as daily rates for each of the levels of care we deliver. Rates are set based on specific levels of care, are adjusted by a wage index to reflect healthcare labor costs across the country and are established annually through federal legislation. The following are the four levels of care provided under the hospice benefit:
•Routine Home Care ("RHC"). Care that is not classified under any of the other levels of care, such as the work of nurses, social workers or home health aides.
•General Inpatient Care. Pain control or acute or chronic symptom management that cannot be managed in a setting other than an inpatient Medicare-certified facility, such as a hospital, skilled nursing facility or hospice inpatient facility.
•Continuous Home Care. Care for patients experiencing a medical crisis that requires nursing services to achieve palliation and symptom control, if the agency provides a minimum of eight hours of care within a 24-hour period.
•Inpatient Respite Care. Short-term, inpatient care to give temporary relief to the caregiver who regularly provides care to the patient.
CMS has established a two-tiered payment system for RHC. Hospices are reimbursed at a higher rate for RHC services provided from days of service one through 60 and a lower rate for all subsequent days of service. CMS also provides for a Service Intensity Add-On, which increases payments for certain RHC services provided by registered nurses and social workers to hospice patients during the final seven days of life. Medicare reimbursement is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimate amounts due back to Medicare to the extent that the cap has been exceeded.Senior Living Services . As ofJune 30, 2022 , we provided assisted living, independent living and memory care services in 48 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
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provided to patients. Cost of services also includes the cost of general and
professional liability insurance and other general cost of services specifically
attributable to our operations.
Rent-Cost of Services. Rent-cost of services consists solely of base minimum
rent amounts payable under lease agreements to our landlords. Our subsidiaries
lease and operate but do not own the underlying real estate at our operations,
and these amounts do not include taxes, insurance, impounds, capital reserves or
other charges payable under the applicable lease agreements.
General and Administrative Expense. General and administrative expense consists
primarily of payroll and related benefits and travel expenses for our Service
Center personnel, including training and other operational support. General and
administrative expense also includes professional fees (including accounting and
legal fees), costs relating to information systems, stock-based compensation and
rent for our Service Center offices.
Depreciation and Amortization. Property and equipment are recorded at their
original historical cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the depreciable assets (ranging from
three to 15 years). Leasehold improvements are amortized on a straight-line
basis over the shorter of their estimated useful lives or the remaining lease
term.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on Interim Financial Statements, which have been prepared in accordance withU.S. generally accepted accounting principles ("GAAP"). The preparation of the Interim Financial Statements and related disclosures requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis we review our judgments and estimates, including but not limited to those related to revenue, leases, intangible assets, goodwill, and income taxes. We base our estimates and judgments upon our historical experience, knowledge of current conditions and our belief of what could occur in the future considering available information, including assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty, and actual results could differ materially from the amounts reported. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to Note 2, Basis of Presentation and Summary of Significant Accounting Policies, within the 2021 Annual Report for further information on our critical accounting estimates and policies, which are as follows: •Self-insurance reserves - The valuation methods and assumptions used in estimating costs up to retention amounts to settle open claims of insureds and an estimate of the cost of insured claims up to retention amounts that have been incurred but not reported; •Revenue recognition - The estimate of variable considerations to arrive at the transaction price, including methods and assumptions used to determine settlements with Medicare and Medicaid payors or retroactive adjustments due to audits and reviews;
•Leases - We use our estimated incremental borrowing rate based on the information available at lease commencement date in determining the present value of future lease payments;
•Acquisition accounting - The assumptions used to allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions; and
•Income taxes - The estimation of valuation allowance or the need for and magnitude of liabilities for uncertain tax position.
Recent Accounting Pronouncements
Information concerning recently issued accounting pronouncements are included
in Note 2, Basis of Presentation and Summary of Significant Accounting Policies
in the Interim Financial Statements.
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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,
2022 2021 2022 2021
Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Expense:
Cost of services 79.7 78.5 79.5 78.8
Rent-cost of services 7.8 9.2 8.3 9.3
General and administrative expense 8.4 8.0 8.6 8.4
Depreciation and amortization 1.1 1.1 1.1 1.1
Loss on asset dispositions and impairment, net 5.7 - 2.9 -
Total expenses 102.7 96.8 100.4 97.6
(Loss) income from operations (2.7) 3.2 (0.4) 2.4
Other income (expense):
Other income - - - -
Interest expense, net (0.7) (0.4) (0.6) (0.4)
Other expense, net (0.7) (0.4) (0.6) (0.4)
(Loss) income before provision for income taxes (3.4) 2.8 (1.0) 2.0
Provision for income taxes (1.2) 0.6 (0.4) 0.4
Net (loss) income (2.2) 2.2 (0.6) 1.6
Less: net (loss) income attributable to
noncontrolling interest 0.1 (0.2) 0.1 (0.1)
Net (loss) income attributable to Pennant (2.3) % 2.4 % (0.7) % 1.7 %
The following table presents our consolidated GAAP Financial measures for the
three and six months ended
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