+
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | ||||
For the quarterly period ended
June 30, 2025
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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
__________________________
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of | (I.R.S. Employer | ||||
| Incorporation or Organization) | Identification No.) | ||||
(Address of Principal Executive Offices and Zip Code)
(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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ |
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☒ | Non-accelerated filer | ☐ | Smaller reporting company |
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Emerging growth company |
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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 4, 2025,
34,561,986
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, 2025
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, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash | $ |
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$ |
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Accounts receivable—less allowance for doubtful accounts of $
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease right-of-use assets |
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| Deferred tax assets, net |
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| Restricted and other assets |
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| Goodwill |
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| Other indefinite-lived intangibles |
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| Total assets | $ |
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$ |
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| Liabilities and equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued wages and related liabilities |
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| Operating lease liabilities—current |
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| Other accrued liabilities |
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| Total current liabilities |
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| Long-term operating lease liabilities—less current portion |
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| Deferred tax liabilities, net |
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| Other long-term liabilities |
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| Long-term debt |
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| Total liabilities |
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| Commitments and contingencies (Note 16) |
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| Equity: | |||||||||||
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Common stock, $
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| Additional paid-in capital |
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| Retained earnings |
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Treasury stock, at cost,
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(
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(
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| Total The Pennant Group, Inc. stockholders’ equity |
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| Noncontrolling interest |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Expense | |||||||||||||||||||||||
| Cost of services |
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| Rent—cost of services |
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| General and administrative expense |
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| Depreciation and amortization |
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Gain on disposition of property and equipment, net
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(
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(
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(
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| Total expenses |
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| Income from operations |
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| Other (expense) income, net: | |||||||||||||||||||||||
| Other (expense) income |
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(
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| Interest expense, net |
(
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(
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(
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(
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| Other expense, net |
(
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(
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(
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(
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| Income before provision for income taxes |
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| Provision for income taxes |
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| Net income |
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| Less: Net income attributable to noncontrolling interest |
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| Net income attributable to The Pennant Group, Inc. | $ |
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$ |
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$ |
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$ |
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| Earnings per share: | |||||||||||||||||||||||
| Basic | $ |
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$ |
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$ |
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$ |
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| Diluted | $ |
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$ |
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$ |
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$ |
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| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic |
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| Diluted |
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See accompanying notes to condensed consolidated financial statements.
2
THE PENNANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Non-controlling Interest | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net income attributable to The Pennant Group, Inc. | — | — | — |
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— | — | — |
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| Net income attributable to noncontrolling interests | — | — | — | — | — | — |
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| Share-based compensation | — | — |
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— | — | — | — |
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| Issuance of common stock from the exercise of stock options |
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— |
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— | — | — | — |
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| Net issuance of restricted stock |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net income attributable to The Pennant Group, Inc. | — | — | — |
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— | — | — |
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| Net income attributable to noncontrolling interests | — | — | — | — | — | — |
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| Stock-based compensation | — | — |
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— | — | — | — |
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| Issuance of common stock from the exercise of stock options |
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— |
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— | — | — | — |
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| Net issuance of restricted stock |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Non-controlling Interest | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net income attributable to The Pennant Group, Inc. | — | — | — |
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— | — | — |
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| Noncontrolling interests assumed related to acquisitions | — | — | — | — | — | — |
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| Net income attributable to noncontrolling interests | — | — | — | — | — | — |
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| Share-based compensation | — | — |
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— | — | — | — |
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| Issuance of common stock from the exercise of stock options |
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— | — | — | — |
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| Net issuance of restricted stock |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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| Net loss attributable to The Pennant Group, Inc. | — | — | — |
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— | — | — |
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| Net income attributable to noncontrolling interests | — | — | — | — | — | — |
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| Share-based compensation | — | — |
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— | — | — | — |
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| Issuance of common stock from the exercise of stock options |
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— |
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— | — | — | — |
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| Net issuance of restricted stock |
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— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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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, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization |
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| Amortization of deferred financing fees |
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| Gain on disposition of property and equipment, net |
(
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(
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| Provision for doubtful accounts |
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| Share-based compensation |
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| Deferred income taxes |
(
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(
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| Change in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable |
(
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(
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| Prepaid expenses and other assets |
(
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(
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| Operating lease obligations |
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(
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| Accounts payable |
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| Accrued wages and related liabilities |
(
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| Other accrued liabilities |
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| Income taxes payable |
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| Other long-term liabilities |
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment |
(
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(
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| Cash payments for business acquisitions |
(
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(
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| Cash payments for asset acquisitions |
(
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(
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| Escrow deposits |
(
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(
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| Other investing activities |
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| Net cash used in investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Proceeds from Revolving Credit Facility |
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| Payments on Revolving Credit Facility |
(
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(
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| Issuance of common stock upon the exercise of options |
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| Other financing activities |
(
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(
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| Net cash provided by financing activities |
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| Net decrease in cash |
(
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(
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| Cash beginning of period |
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| Cash end of period | $ |
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$ |
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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, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ |
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$ |
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| Income taxes | $ |
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$ |
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| Operating lease liabilities | $ |
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$ |
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| Operating lease right-of-use assets obtained in exchange for new lease obligations | $ |
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$ |
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| Finance lease right-of-use assets obtained in exchange for new lease obligations | $ |
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$ |
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| Non-cash investing activity: | |||||||||||
| Capital expenditures in accounts payable and accrued liabilities | $ |
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$ |
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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, 2025, the Company’s subsidiaries operated
137
home health, hospice and home care agencies and
61
senior living communities located in Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. We also provide home health and hospice operational support through a management service agreement in Connecticut.
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, 2024 is derived from the Company’s annual audited Consolidated Financial Statements for the fiscal year ended December 31, 2024, 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 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.
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, 2025 and December 31, 2024, the Company had $
37
and $
705
in unapplied state relief funds, respectively. The
6
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
unapplied state relief funds received are recorded in other accrued liabilities. The Company recognized state relief funding totaling $
235
and $
917
for the three and six months ended June 30, 2025, and $
1,124
and $
1,577
for the three and six months ended June 30, 2024, 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”) Accounting Standards Codification (“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 December 2023, the FASB issued Accounting Standards Update (“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 is currently evaluating the impact of this ASU on the Consolidated Financial Statements.
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 $
208
and $
403
for the three and six months ended June 30, 2025, and $
302
and $
582
for the three and six months ended June 30, 2024, 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 $
1,536
and $
3,208
for the three and six months ended June 30, 2025, and $
1,570
and $
3,070
for the three and six months ended June 30, 2024, respectively, and are included in cost of services.
The Company’s independent operating subsidiaries leased
32
communities from subsidiaries of Ensign under a master lease arrangement as of June 30, 2025. 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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to The Pennant Group, Inc. | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding for basic net income per share |
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|
Plus: assumed incremental shares from exercise of options and assumed conversion or vesting of restricted stock
(a)
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| Adjusted weighted average common shares outstanding for diluted income per share |
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| Earnings Per Share: | |||||||||||||||||||||||
| Basic net income per common share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Diluted net income per common share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (a) |
The diluted per share amounts do not reflect common share equivalents outstanding of
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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.
The Company records revenue from Medicare, Medicaid, 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 or residents 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 who 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.
Effective January 1, 2025, CMS implemented a permanent behavioral adjustment of -1.975% to the national 30-day payment rate under the PDGM. This adjustment aims to account for differences between assumed and actual behavior changes following the implementation of PDGM, as mandated by the Bipartisan Budget Act of 2018. CMS estimates that Medicare payments to home health agencies in calendar year 2025 will increase in the aggregate by 0.5%, or $85 million, compared to calendar year 2024, after accounting for offsetting updates to payment factors.
Also in January 2025, CMS implemented updates to the PDGM case-mix weights, low utilization payment adjustment (“LUPA”) thresholds, functional impairment levels, and comorbidity adjustment subgroups. CMS based these updates on the most recent data available to it and are intended to better align payments with patient care needs. CMS also finalized updated LUPA add-on factors for occupational therapy, skilled nursing, physical therapy, and speech-language pathology services to better reflect current care delivery patterns and cost structures.
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.
Management Services Revenue
- The Company recognizes revenue earned from its management service agreements as the services are provided. Fees charges are based upon the contractual terms of each agreement.
9
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Hospice Revenue
Revenue is recognized on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. The estimated payment rates are calculated as daily rates for each of the levels of care the Company delivers. Revenue is adjusted for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. Additionally, as Medicare hospice revenue is subject to an inpatient cap and an overall payment cap, the Company monitors its provider numbers and estimates amounts due back to Medicare if a cap has been exceeded. The Company regularly evaluates and records these adjustments as a reduction to revenue and an increase to other accrued liabilities.
Senior Living Revenue
The Company has elected the lessor practical expedient within ASC Topic 842,
Leases
(“ASC 842”) and therefore recognizes, measures, presents, and discloses the revenue for services rendered under the Company’s senior living residency agreements based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the services included under the Company’s senior living residency agreements each have the same timing and pattern of transfer. The Company recognizes revenue under ASC Topic 606,
Revenue from Contracts with Customers
for its senior residency agreements, for which it has determined that the non-lease components of such residency agreements are the predominant component of each such contract.
The Company’s senior living revenue consists of fees for basic housing and assisted living care. Accordingly, we record 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, 2025 and 2024, is summarized in the following tables:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Home Health and Hospice Services | ||||||||||||||||||||||||||||||||
| Home Health Services | Hospice Services | Senior Living Services | Total Revenue | Revenue % | ||||||||||||||||||||||||||||
| Medicare | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| Medicaid |
|
|
|
|
|
|||||||||||||||||||||||||||
| Subtotal |
|
|
|
|
|
|||||||||||||||||||||||||||
| Managed care |
|
|
|
|
|
|||||||||||||||||||||||||||
|
Private and other
(a)
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| (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. | |||||||
10
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Home Health and Hospice Services | ||||||||||||||||||||||||||||||||
| Home Health Services | Hospice Services | Senior Living Services | Total Revenue | Revenue % | ||||||||||||||||||||||||||||
| Medicare | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| Medicaid |
|
|
|
|
|
|||||||||||||||||||||||||||
| Subtotal |
|
|
|
|
|
|||||||||||||||||||||||||||
| Managed care |
|
|
|
|
|
|||||||||||||||||||||||||||
|
Private and other
(a)
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| (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. | |||||||
Revenue by payor for the six months ended June 30, 2025 and 2024, is summarized in the following tables:
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Home Health and Hospice Services | ||||||||||||||||||||||||||||||||
| Home Health Services | Hospice Services | Senior Living Services | Total Revenue | Revenue % | ||||||||||||||||||||||||||||
| Medicare | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| Medicaid |
|
|
|
|
|
|||||||||||||||||||||||||||
| Subtotal |
|
|
|
|
|
|||||||||||||||||||||||||||
| Managed care |
|
|
|
|
|
|||||||||||||||||||||||||||
|
Private and other
(a)
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| (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, 2024 | ||||||||||||||||||||||||||||||||
| Home Health and Hospice Services | ||||||||||||||||||||||||||||||||
| Home Health Services | Hospice Services | Senior Living Services | Total Revenue | Revenue % | ||||||||||||||||||||||||||||
| Medicare | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| Medicaid |
|
|
|
|
|
|||||||||||||||||||||||||||
| Subtotal |
|
|
|
|
|
|||||||||||||||||||||||||||
| Managed care |
|
|
|
|
|
|||||||||||||||||||||||||||
|
Private and other
(a)
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|
% | ||||||||||||||||||||||
| (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. | |||||||
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.
11
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accounts receivable, net as of June 30, 2025 and December 31, 2024 is summarized in the following table:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Medicare | $ |
|
$ |
|
|||||||
| Medicaid |
|
|
|||||||||
| Managed care |
|
|
|||||||||
| Private and other |
|
|
|||||||||
| Accounts receivable, gross |
|
|
|||||||||
| Less: allowance for doubtful accounts |
(
|
(
|
|||||||||
| Accounts receivable, net | $ |
|
$ |
|
|||||||
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
71.2
% and
73.7
% of its total gross accounts receivable as of June 30, 2025 and December 31, 2024, respectively. Combined revenue from reimbursement under the Medicare and Medicaid programs accounted for
61.3
% of the Company’s revenue for both of the three and six months ended June 30, 2025, and
64.2
% and
64.6
% of the Company’s revenue for the three and six months ended June 30, 2024, 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 Topic 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, home care, and geriatric primary and palliative 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.
As of June 30, 2025, the Company provided services through
137
affiliated home health, hospice and home care agencies, and
61
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. The CODM monitors these results and provides guidance to leadership of the reportable segments to allocate enterprise-wide resources. Segment Adjusted EBITDAR from Operations is net income attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, unallocated corporate and administrative expenses, and, in order to view the operations’ performance on a comparable basis from period to period, certain adjustments including: (1) costs associated with start-up operations, (2) share-based compensation expense, (3) acquisition
12
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
related costs and credit allowances, (4) costs associated with transitioning operations, (5) unusual, non-recurring, or redundant charges, and (6) net income attributable to noncontrolling interest. “All Other” consists of revenues generated at operating locations not included in the segment financial information reviewed by the CODM. Revenue included in the “All Other” category is insignificant individually, and therefore does not constitute a reportable segment. General and administrative expenses are not allocated to the reportable segments, and are included as “Unallocated corporate expenses”, 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, provided that general and administrative expenses are not allocated to the reportable segments:
| Home Health and Hospice Services | Senior Living Services | All Other | Total | |||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Segment Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Segment Cost of Services |
|
|
||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ |
|
$ |
|
$ |
|
||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Segment Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Segment Cost of Services |
|
|
||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ |
|
$ |
|
$ |
|
||||||||||||||||||||
| Home Health and Hospice Services | Senior Living Services | All Other | Total | |||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Segment Cost of Services |
|
|
||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ |
|
$ |
|
$ |
|
||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Segment Cost of Services |
|
|
||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ |
|
$ |
|
$ |
|
||||||||||||||||||||
13
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Less: Unallocated corporate expenses |
|
|
|
|
|||||||||||||||||||
| Depreciation and amortization |
|
|
|
|
|||||||||||||||||||
| Rent—cost of services |
|
|
|
|
|||||||||||||||||||
| Other (expense) income |
|
(
|
|
|
|||||||||||||||||||
| Adjustments to Segment EBITDAR from Operations: | |||||||||||||||||||||||
|
Less: Start-up operations
(a)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
Share-based compensation expense and related taxes
(b)
|
|
|
|
|
|||||||||||||||||||
|
Acquisition related costs and credit allowances
(c)
|
|
|
|
|
|||||||||||||||||||
|
Activities associated with transitioning operations
(d)
|
(
|
|
(
|
(
|
|||||||||||||||||||
|
Unusual, non-recurring or redundant charges
(e)
|
|
|
|
|
|||||||||||||||||||
| Add: Net income attributable to noncontrolling interest |
|
|
|
|
|||||||||||||||||||
| Condensed Consolidated Income from Operations | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (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 2024 and 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community. We received insurance proceeds related to the property in 2024 and 2025 which were recorded in gain on disposition of property and equipment, net on the consolidated statements of income. | |||||||
| (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. | |||||||
| Adjusted segment depreciation expense | Home Health and Hospice Services | Senior Living Services | ||||||||||||
| Three Months Ended June 30, 2025 | $ |
|
$ |
|
||||||||||
| Three Months Ended June 30, 2024 | $ |
|
$ |
|
||||||||||
| Adjusted segment depreciation expense | Home Health and Hospice Services | Senior Living Services | ||||||||||||
|
Six Months Ended June 30, 2025
|
$ |
|
$ |
|
||||||||||
|
Six Months Ended June 30, 2024
|
$ |
|
$ |
|
||||||||||
7.
ACQUISITIONS
The Company’s acquisition focus is to purchase or lease operations that are complementary to the Company’s current businesses, accretive to the Company’s business or otherwise advance the Company’s strategy. The results of all the Company’s independent operating subsidiaries are included in the Interim Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting.
14
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2025 Acquisitions
During the six months ended June 30, 2025, the Company expanded its operations with the addition of
five
home health agencies,
four
hospice agencies, and
four
senior living communities. In connection with the
three
senior living communities acquired on February 1, 2025, the Company entered into new long-term “triple-net” leases. For the
one
senior living community acquired on April 1, 2025, the Company acquired the real estate of the community. The purchase price of the real estate acquired was $
8,252
, which consisted primarily of land and building. 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
316
operational senior living units to be operated by the Company's independent operating subsidiaries.
The
five
home health agencies and
four
hospice agencies were acquired on January 1, 2025, when the Company closed the second part of its planned acquisition of certain Signature Group, LLC operations. The transaction was classified as a business combination in accordance with ASC Topic 805,
Business Combinations
(“ASC 805”). The aggregate purchase price for the business combination, paid through cash and acquired liabilities, was $
48,480
, which preliminarily consisted of goodwill of $
27,480
, indefinite-lived intangible assets of $
16,300
related to Medicare and Medicaid licenses, and trade names of $
4,700
. The Company anticipates that the total goodwill recognized will be fully deductible for tax purposes. The Signature Group, LLC acquisition contributed $
32,456
in revenue and operating income of $
5,626
during the six months ended June 30, 2025.
Supplemental pro forma information for the Company’s 2025 acquisitions has not been presented for the pre-acquisition periods due to the impracticability of obtaining accurate or reliable historical financial information for the periods the acquired entities were not owned by the Company.
There were
no
material acquisition costs that were expensed related to business combinations completed during the six months ended June 30, 2025.
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 the senior living communities. These new communities included
261
operational senior living units to be operated by the Company's independent subsidiaries.
There were
no
material acquisition costs that were expensed related to the business combinations during the six months ended June 30, 2024.
Acquisition Agreement
On April 30, 2025, the Company entered into a purchase agreement with UnitedHealth Group Incorporated (“UnitedHealth”), Amedisys, Inc. ("Amedisys"), and certain other sellers (collectively, the “Sellers”). Pursuant to the purchase agreement, the Company may acquire from the Sellers certain equity interests in and certain assets of the Seller related to the business of providing home health, hospice, or palliative care services. The Purchase Agreement contains customary representations, warranties, covenants, conditions to closing (including regulatory approvals under any antitrust law or any healthcare law for the transaction and approval of a proposed merger of Amedisys with UnitedHealth pursuant to a previously disclosed merger agreement), and indemnification obligations of the parties. The purchase price is $
102,484
, subject to pre-closing adjustments and post-closing adjustments as set forth in the purchase agreement which will be paid through a combination of cash on hand and available credit on our revolving credit facility.
15
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Subsequent Events
On July 1, 2025, the Company acquired
three
home health agencies located in California for a purchase price of approximately $
8,000
. The acquisitions add to the Company’s existing strength in the region while building out its operational footprint.
8.
PROPERTY AND EQUIPMENT—NET
Property and equipment, net consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Land | $ |
|
$ |
|
|||||||
| Building |
|
|
|||||||||
| Leasehold improvements |
|
|
|||||||||
| Equipment |
|
|
|||||||||
| Furniture and fixtures |
|
|
|||||||||
| Construction in progress |
|
|
|||||||||
|
|
|
||||||||||
| Less: accumulated depreciation |
(
|
(
|
|||||||||
| Property and equipment, net | $ |
|
$ |
|
|||||||
Depreciation expense was $
2,224
and $
4,116
for the three and six months ended June 30, 2025, and $
1,468
and $
2,799
for the three and six months ended June 30, 2024, respectively.
The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets, which are evaluated for impairment on an annual basis or when a triggering event occurs. 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, 2025 and 2024.
9.
GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
The following table represents activity in goodwill by segment for the six months ended June 30, 2025:
| Home Health and Hospice Services | Senior Living Services | Total | |||||||||||||||
| December 31, 2024 | $ |
|
$ |
|
$ |
|
|||||||||||
| Additions |
|
|
|
||||||||||||||
| June 30, 2025 | $ |
|
$ |
|
$ |
|
|||||||||||
Other indefinite-lived intangible assets consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Trade names | $ |
|
$ |
|
|||||||
| Medicare and Medicaid licenses |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
16
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10.
OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accrued self-insurance liabilities | $ |
|
$ |
|
|||||||
| Hospice CAP liabilities |
|
|
|||||||||
| Income taxes payable |
|
|
|||||||||
| Deferred revenue |
|
|
|||||||||
| Refunds payable |
|
|
|||||||||
| Property taxes |
|
|
|||||||||
| Resident deposits |
|
|
|||||||||
| Software license payable |
|
|
|||||||||
| Other |
|
|
|||||||||
| Other accrued liabilities | $ |
|
$ |
|
|||||||
11.
DEBT
Long-term debt consists of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
|
Revolving credit facility
(a)
|
$ |
|
$ |
|
|||||||
| (a) | During the year ended December 31, 2024, the Company used the proceeds from a public offering of common stock to pay in full the outstanding balance on our revolving credit facility. | |||||||
At June 30, 2025 and December 31, 2024, the Company had unamortized deferred debt issuance costs of $
3,471
and $
3,906
, respectively, recorded in restricted and other assets on our Condensed Consolidated Balance Sheets. Amortization expense for deferred debt issuance costs was $
215
and $
435
for the three and six months ended June 30, 2025, and $
130
and $
261
for the three and six months ended June 30, 2024, respectively, and is recorded in interest expense, net on the Condensed Consolidated Statements of Income.
On July 31, 2024, Pennant entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a revolving credit facility (the “Amended Revolving Credit Facility”) with a syndicate of banks with a borrowing capacity of $
250,000
. In conjunction with the amendment, the Company incurred additional debt issuance costs of $
3,915
and wrote off previously deferred unamortized debt issuance costs of $
428
in 2024. Per the terms of the Amended Credit Agreement, the interest rates applicable to loans under the Amended Revolving Credit Facility are, at the Company’s election, either (i) Term Standard Overnight Financing Rate (“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 pays a commitment fee on the undrawn portion of the commitments under the Amended Revolving Credit Facility that ranges 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. As of June 30, 2025, the Company’s weighted average interest rate on its outstanding debt was
6.08
%. As of June 30, 2025, the Company had available borrowing on the Amended Revolving Credit Facility of $
208,814
, which was net of outstanding letters of credit of $
4,186
.
The fair value of the Amended Revolving Credit Facility approximates carrying value, due to the short-term natur
e 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.
17
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Amended 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 Amended 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 leverage ratios that impact the amount of interest. As of June 30, 2025, the Company was compliant with all such financial covenants.
12.
OPTIONS AND AWARDS
Outstanding options and restricted stock awards of the Company were granted under the Amended and Restated 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 Pennant Plans for the three and six months ended June 30, 2025 and 2024 was:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Share-based compensation expense related to stock options | $ |
|
|
$ |
|
$ |
|
||||||||||||||||
| Share-based compensation expense related to Restricted Stock |
|
|
|
|
|||||||||||||||||||
| Share-based compensation expense related to Restricted Stock to non-employee directors |
|
|
|
|
|||||||||||||||||||
| Total share-based compensation | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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, 2025:
| Unrecognized Compensation Expense |
Weighted Average Recognition Period
(in years) |
||||||||||
| Unvested Stock Options | $ |
|
|
||||||||
| Unvested Restricted Stock |
|
|
|||||||||
| Total unrecognized share-based compensation expense | $ |
|
|||||||||
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 Pennant 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.
18
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted as of June 30:
| Grant Year | Options Granted | Risk-Free Interest Rate |
Expected Life
(a)
|
Expected Volatility
(b)
|
Dividend Yield | Weighted Average Fair Value of Options | ||||||||||||||||||||||||||||||||
| 2025 |
|
|
% |
|
|
% |
|
% | $ |
|
||||||||||||||||||||||||||||
| 2024 |
|
|
% |
|
|
% |
|
% | $ |
|
||||||||||||||||||||||||||||
| (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
|
|||||||
| (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, 2025:
|
Number of
Options
Outstanding
|
Weighted
Average Exercise Price |
Number of
Options Vested
|
Weighted
Average
Exercise Price
of Options
Vested
|
||||||||||||||||||||
| December 31, 2024 |
|
|
|
$ |
|
||||||||||||||||||
| Granted |
|
|
|||||||||||||||||||||
| Exercised |
(
|
|
|||||||||||||||||||||
| Forfeited |
(
|
|
|||||||||||||||||||||
| Expired |
(
|
|
|||||||||||||||||||||
| June 30, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
Restricted Stock
A summary of the status of Pennant’s non-vested Restricted Stock, and changes during the six months ended June 30, 2025, is presented below:
| Non-Vested Restricted Stock | Weighted Average Grant Date Fair Value | ||||||||||
| December 31, 2024 |
|
$ |
|
||||||||
| Granted |
|
|
|||||||||
| Vested |
(
|
|
|||||||||
| June 30, 2025 |
|
$ |
|
||||||||
13.
LEASES
The Company has operating leases through which their independent operating subsidiaries lease administrative offices of home health and hospice agencies, senior living communities, and corporate offices with initial lease terms ranging from
to
25
years. Most of these operating leases are non-cancelable, 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, 2025, the Company’s independent operating subsidiaries leased
32
senior living communities from
19
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 $
3,755
and $
7,509
for the three and six months ended June 30, 2025, and $
3,488
and $
6,976
for the three and six months ended June 30, 2024, 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.
The Company also has finance lease right of use assets included in restricted and other assets and finance lease liabilities included in other accrued liabilities and other long-term liabilities on our Condensed Consolidated Balance Sheets. These finance leases have initial terms between
2
and
5
years. As of June 30, 2025, the Company has a real estate lease with a purchase option that we are reasonably certain to exercise in
2
years and leased vehicles that are considered finance leases under ASC 842. As of June 30, 2025, the weighted average remaining lease term and the weighted average discount rate was
1.9
years and
6.28
%, respectively. The total amount of costs pertaining to finance leases during the current year include $
118
and $
215
recorded in depreciation and amortization for the three and six months ended June 30, 2025, and $
97
and $
166
of interest expense, net for the three and six months ended June 30, 2025, respectively. In the prior year there was $
46
and $
88
of depreciation and amortization expense for the three and six months ended June 30, 2024, and $
12
and $
23
of interest expense, net for the three and six months ended June 30, 2024, respectively.
The components of operating lease cost, are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating Lease Costs: | |||||||||||||||||||||||
| Community Rent—cost of services | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Office Rent—cost of services |
|
|
|
|
|||||||||||||||||||
| Rent—cost of services | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| General and administrative expense | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Variable lease cost
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (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 leases, and which is included in cost of services for our home health and hospice and senior living leases, and general and administrative expense for our Service Center leases for the three and six months ended June 30, 2025 and 2024.
|
|||||||
20
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table shows the lease maturity analysis for all leases as of June 30, 2025, for the years ended December 31:
| Year | Operating Lease Amounts | Finance Lease Amounts | ||||||
| 2025 (Remainder) | $ |
|
$ |
|
||||
| 2026 |
|
|
||||||
| 2027 |
|
|
||||||
| 2028 |
|
|
||||||
| 2029 |
|
|
||||||
| Thereafter |
|
|
||||||
| Total lease payments |
|
|
||||||
| Less: present value adjustments |
(
|
(
|
||||||
| Present value of total lease liabilities |
|
|
||||||
| Less: current lease liabilities |
(
|
(
|
||||||
| Long-term lease liabilities | $ |
|
$ |
|
||||
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, 2025, the weighted average remaining lease term is
11.4
years and the weighted average discount rate is
8.0
%.
14.
INCOME TAXES
The Company recorded income tax expense of $
2,598
and $
1,844
, or
24.6
% and
23.2
% of earnings before income taxes, for the three months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate is primarily due to having more compensation subject to IRC Section 162(m).
The Company recorded income tax expense of $
5,452
and $
3,603
, or
24.8
% and
24.4
% of earnings before income taxes, for the six months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate is primarily due to having more compensation subject to IRC Section 162(m).
Subsequent Events
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 $
549
and $
1,127
for the three and six months ended June 30, 2025, and $
281
and $
572
for the three and six months ended June 30, 2024, respectively.
21
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
At June 30, 2025 and December 31, 2024, the Company’s deferred compensation liabilities were $
3,438
and $
2,170
, 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. At June 30, 2025 and December 31, 2024, the cash surrender value of the company owned life insurance (“COLI”) policies were $
3,487
and $
2,182
, 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. The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company's businesses. The Company believes 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 professional liability claims, alleging that services provided have resulted in personal injury, elder abuse, wrongful death or other related claims. Healthcare litigation (including
22
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. The Company may also face employment related claims, including wage and hour class actions, which are common in our industry. 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 healthcare program (such as Medicare) or payor. A violation may provide the basis for exclusion from federally funded healthcare programs. Such exclusions could have a correlative negative impact on the Company’s financial performance. Some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. In addition, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the FCA, 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. The Company establishes reserves to cover the anticipated costs of such litigation, including legal fees and expected settlements, based on the Company’s historical litigation experience, current developments, and other factors.
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, 2025,
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 paid claims. The Company has appealed substantially all denials arising from these Reviews using the applicable appeals process. As of June 30, 2025, 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.
23
THE PENNANT GROUP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Insurance
- The Company retains risk for a substantial portion of potential claims for general and professional liability, workers’ compensation and automobile liability. 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 $
250
per claim with a $
500
corridor as an additional out-of-pocket retention the Company 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.
24
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, 2024 (the “2024 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 2024 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 2024 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, including proposed Medicare reimbursement reductions in the Calendar Year 2026 Home Health Prospective Payment System Proposed Rule and changes to Medicaid funding within the One Big Beautiful Bill Act;
•
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, conditions of licensure or participation in certain payment programs, 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;
25
•
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;
•
security breaches and other cyber security incidents; and
•
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 and residents 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. We also provide home health and hospice operational support through a management service agreement in Connecticut. As of June 30, 2025, our home health and hospice business provided home health, hospice and home care services from 137 agencies operating across these 13 states, and our senior living business operated 61 senior living communities throughout seven states.
The following table summarizes our affiliated home health and hospice agencies and senior living communities as of:
| December 31, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||
| Home health and hospice agencies | 46 | 54 | 63 | 76 | 88 | 95 | 111 | 123 | 137 | ||||||||||||||||||||||||||||||||||||||||||||
| Senior living communities | 43 | 50 | 52 | 54 | 54 | 49 | 51 | 57 | 61 | ||||||||||||||||||||||||||||||||||||||||||||
| Senior living units | 3,434 | 3,820 | 3,963 | 4,127 | 4,127 | 3,500 | 3,588 | 3,960 | 4,276 | ||||||||||||||||||||||||||||||||||||||||||||
| Total number of home health, hospice, and senior living operations | 89 | 104 | 115 | 130 | 142 | 144 | 162 | 180 | 198 | ||||||||||||||||||||||||||||||||||||||||||||
Recent Activities
Acquisitions.
During the six months ended June 30, 2025, we expanded our operations with the addition of five home health agencies, four hospice agencies, and four 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 improvement in senior living revenue per occupied unit during the six months ended June 30, 2025, compared to the same period in 2024. Though we have seen improvements in revenue per occupied unit year over year, the highly competitive environment for senior living residents and inflationary factors will continue to impact the rate at which our revenue per occupied unit changes 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.
26
Government Regulation
We have disclosed under the heading “Government Regulation” in the 2024 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 2024 Annual Report, the following regulations have been updated.
On June 30, 2025, CMS issued the Calendar Year (“CY”) 2026 Home Health Prospective Payment System (the “HH Payment Proposed Rule”). The 2026 HH Payment Proposed Rule includes several changes that, if finalized, could materially impact reimbursement for home health providers. The HH Payment Proposed Rule’s net payment update percentage is -6.4%, which would result in an aggregate estimated decrease across all home health providers of $1.135 billion in payments compared to fiscal year 2025. The payment update percentage includes a market basket update of 2.4%, a permanent behavior adjustment of -3.7%, a temporary payment adjustment of -4.6%, and a -0.5% update to the fixed dollar loss ratio. These adjustments are intended to account for differences between assumed and actual provider behavior changes since the PDGM’s implementation in 2020, as required by the Bipartisan Budget Act of 2018. The HH Payment Proposed Rule also proposes changes to the regulations governing home health face-to-face visits, which would allow physicians, in addition to other professionals, to perform the face-to-face encounter regardless of whether they are the certifying practitioner or whether they previously cared for the patient. In addition, CMS proposes to recalibrate case-mix weights, adjust certain items relating to the home health quality reporting program, and revise certain measures included in the home health value-based purchasing model.
On August 1, 2025, CMS issued the 2026 Hospice Wage Index and Payment Rate Update final rule (the “Hospice Payment Final Rule”). The Hospice Payment Final Rule’s payment update percentage is 2.6%, which is an estimated increase of $750 million in payments from fiscal year 2025 in the aggregate across all hospice providers. The payment update percentage is based on a 3.3% market basket percentage increase, which is reduced by a 0.7% productivity adjustment. The Hospice Payment Final Rule clarifies that the physician member of a hospice’s interdisciplinary group may recommend admission to hospice care, which aligns certification regulations with the hospice conditions of participation. 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 2026 fiscal year is $35,361.44, increased from the 2025 fiscal year cap of $34,465.34.
In recent months, President Trump has signed executive orders imposing a variety of tariffs on the global trading partners of the United States. These tariffs have the potential to increase costs on goods that are imported into the United States. As it pertains to our independent subsidiaries, tariffs on medical supplies may lead to higher costs to providers and the federal government through the Medicare and Medicaid programs and may impact the formulas used to calculate federal reimbursements.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law, which enacts significant reforms to the Medicaid program that may indirectly impact the Company’s operations. These changes include mandatory work requirements for certain adult beneficiaries, expanded cost-sharing obligations, and reductions to provider tax funding. As a result, states may experience reduced federal Medicaid funding, which could lead to changes in Medicaid eligibility and benefit design and result in potential reductions or delays in reimbursement for Medicaid-covered services our independent subsidiaries provide. The Company’s independent subsidiaries that serve Medicaid or dual-eligible beneficiaries may be affected by these policy changes, particularly in states with high Medicaid utilization.
Segments
We have two reportable segments: (1) home health and hospice services, which includes our home health, hospice, home care, and geriatric primary and palliative care businesses; and (2) senior living services, which includes our assisted living, independent living, and memory care services. Our Chief Executive Officer, who is our CODM, reviews financial information at the operating segment level using segment adjusted EBITDAR from operations.
27
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Home health services: | |||||||||||||||||||||||
| Total home health admissions | 17,832 | 14,140 | 36,710 | 28,789 | |||||||||||||||||||
| Total Medicare home health admissions | 6,980 | 5,738 | 14,579 | 12,084 | |||||||||||||||||||
|
Average Medicare revenue per 60-day completed episode
(a)
|
$ | 3,882 | $ | 3,665 | $ | 3,809 | $ | 3,549 | |||||||||||||||
| Hospice services: | |||||||||||||||||||||||
| Total hospice admissions | 3,500 | 3,051 | 7,283 | 6,131 | |||||||||||||||||||
| Average hospice daily census | 3,909 | 3,220 | 3,852 | 3,091 | |||||||||||||||||||
| Hospice Medicare revenue per day | $ | 190 | $ | 184 | $ | 190 | $ | 185 | |||||||||||||||
| (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.
28
The following table summarizes our senior living statistics for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Occupancy | 78.8 | % | 78.8 | % | 78.7 | % | 78.7 | % | |||||||||||||||
| Average monthly revenue per occupied unit | $ | 5,188 | $ | 4,790 | $ | 5,165 | $ | 4,730 | |||||||||||||||
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 LUPA 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. These variables are subject to periodic adjustments set by CMS regulations. For further detail regarding PDGM see the
Government Regulation
section of our 2024 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 that are provided for days of service 1 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
29
inpatient cap limit and an overall payment cap, we monitor our provider numbers and based upon empirical experience, estimate amounts due back to Medicare to the extent that the cap has been exceeded.
Senior Living Services
.
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 employee wages and related benefits, share-based compensation, supplies, purchased services, and ancillary expenses such as the cost of pharmacy and therapy services provided to patients and residents. 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 employee wages and related benefits and travel expenses for our Service Center personnel in providing 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 historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from one to forty 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 2024 Annual Report for further information on our critical accounting estimates and policies, which are as follows:
•
Self-insurance reserves
- The Company is self-insured for general and professional liability, workers’ compensation, automobile, and its employee health plans while maintaining stop-loss coverage with third-party insurers to limit its total liability exposure. 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.
30
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Expense: | |||||||||||||||||||||||
| Cost of services | 80.8 | 80.2 | 80.6 | 80.2 | |||||||||||||||||||
| Rent—cost of services | 5.4 | 6.2 | 5.5 | 6.4 | |||||||||||||||||||
| General and administrative expense | 8.0 | 7.0 | 7.6 | 7.2 | |||||||||||||||||||
| Depreciation and amortization | 1.0 | 0.9 | 1.0 | 0.9 | |||||||||||||||||||
|
Gain on disposition of property and equipment, net
|
(0.5) | — | (0.2) | (0.2) | |||||||||||||||||||
| Total expenses | 94.7 | 94.3 | 94.5 | 94.5 | |||||||||||||||||||
| Income from operations | 5.3 | 5.7 | 5.5 | 5.5 | |||||||||||||||||||
| Other expense: | |||||||||||||||||||||||
| Other income | 0.1 | — | — | — | |||||||||||||||||||
| Interest expense, net | (0.5) | (1.0) | (0.6) | (1.0) | |||||||||||||||||||
| Other expense, net | (0.4) | (1.0) | (0.6) | (1.0) | |||||||||||||||||||
| Income before provision for income taxes | 4.9 | 4.7 | 4.9 | 4.5 | |||||||||||||||||||
| Provision for income taxes | 1.3 | 1.1 | 1.1 | 1.1 | |||||||||||||||||||
| Net income | 3.6 | 3.6 | 3.8 | 3.4 | |||||||||||||||||||
| Less: net income attributable to noncontrolling interest | 0.4 | 0.2 | 0.3 | 0.1 | |||||||||||||||||||
| Net income attributable to Pennant | 3.2 | % | 3.4 | % | 3.5 | % | 3.3 | % | |||||||||||||||
The following table presents our consolidated GAAP Financial measures for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Consolidated GAAP Financial Measures: | |||||||||||||||||||||||
| Total revenue | $ | 219,501 | $ | 168,745 | $ | 429,343 | $ | 325,660 | |||||||||||||||
| Total expenses | 207,973 | 159,183 | $ | 405,165 | $ | 307,574 | |||||||||||||||||
| Income from operations | $ | 11,528 | $ | 9,562 | $ | 24,178 | $ | 18,086 | |||||||||||||||
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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.
| Home Health and Hospice Services | Senior Living Services | All Other | Total | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Segment GAAP Financial Measures: | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Segment Revenue | $ | 165,248 | $ | 51,862 | $ | 2,391 | $ | 219,501 | ||||||||||||||||||
| Segment Cost of Services | 137,565 | 37,074 | ||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 27,683 | $ | 14,788 | $ | 42,471 | ||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Segment Revenue | $ | 123,333 | $ | 42,865 | $ | 2,547 | $ | 168,745 | ||||||||||||||||||
| Segment Cost of Services | 102,119 | 30,061 | ||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 21,214 | $ | 12,804 | $ | 34,018 | ||||||||||||||||||||
| Home Health and Hospice Services | Senior Living Services | All Other | Total | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Segment GAAP Financial Measures: | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Segment Revenue | $ | 324,691 | $ | 101,396 | $ | 3,256 | $ | 429,343 | ||||||||||||||||||
| Segment Cost of Services | 269,734 | 72,159 | ||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 54,957 | $ | 29,237 | $ | 84,194 | ||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Segment Revenue | $ | 237,823 | $ | 82,880 | $ | 4,957 | $ | 325,660 | ||||||||||||||||||
| Segment Cost of Services | 197,059 | 58,065 | ||||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 40,764 | $ | 24,815 | $ | 65,579 | ||||||||||||||||||||
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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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
|
Segment Adjusted EBITDAR from Operations
(a)
|
$ | 42,471 | $ | 34,018 | $ | 84,194 | $ | 65,579 | |||||||||||||||
| Less: Unallocated corporate expenses | 14,235 | 10,546 | 27,929 | 20,707 | |||||||||||||||||||
| Less: Depreciation and amortization | 2,224 | 1,468 | 4,116 | 2,799 | |||||||||||||||||||
| Rent—cost of services | 11,925 | 10,524 | 23,640 | 20,908 | |||||||||||||||||||
| Other income (expense) | 255 | (2) | 186 | 83 | |||||||||||||||||||
| Adjustments to Segment EBITDAR from Operations: | |||||||||||||||||||||||
|
Less: Start-up operations
(b)
|
(158) | (55) | (80) | (137) | |||||||||||||||||||
|
Share-based compensation expense
(c)
|
2,212 | 1,949 | 4,379 | 3,475 | |||||||||||||||||||
|
Acquisition related costs and credit allowances
(d)
|
2,166 | 365 | 2,438 | 502 | |||||||||||||||||||
|
Activities associated with transitioning operations
(e)
|
(1,036) | 33 | (1,016) | (595) | |||||||||||||||||||
|
Unusual, non-recurring or redundant charges
(f)
|
16 | 32 | 67 | 307 | |||||||||||||||||||
| Add: Net income attributable to noncontrolling interest | 896 | 404 | 1,643 | 556 | |||||||||||||||||||
| Income from operations | $ | 11,528 | $ | 9,562 | $ | 24,178 | $ | 18,086 | |||||||||||||||
| (a) | Segment Adjusted EBITDAR from Operations is net income attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, unallocated corporate and administrative expenses, and, in order to view the operations’ performance on a comparable basis from period to period, certain adjustments including: (1) costs associated with start-up operations, (2) share-based compensation expense, (3) acquisition related costs and credit allowances, (4) costs associated with transitioning operations, (5) unusual, non-recurring, or redundant charges, and (6) net income attributable to noncontrolling interest. “All Other” consists of revenues generated at operating locations not included in the segment financial information reviewed by the CODM. Revenue included in the “All Other” category is insignificant individually, and therefore does not constitute a reportable segment. General and administrative expenses are not allocated to the reportable segments, and are included as “Unallocated corporate expenses”, 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 2024 and 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community. We received insurance proceeds related to the property in 2024 and 2025 which were recorded in gain on disposition of property and equipment, net on the consolidated statements of income. | |||||||
| (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. | |||||||
33
Performance and Valuation Measures:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Consolidated Non-GAAP Financial Measures: | |||||||||||||||||||||||
| Performance Metrics | |||||||||||||||||||||||
| Consolidated EBITDA | $ | 13,111 | $ | 10,624 | $ | 26,837 | $ | 20,412 | |||||||||||||||
| Consolidated Adjusted EBITDA | $ | 16,375 | $ | 13,150 | $ | 32,748 | $ | 24,374 | |||||||||||||||
| Valuation Metric | |||||||||||||||||||||||
| Consolidated Adjusted EBITDAR | $ | 28,236 | $ | 56,265 | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
|
Segment Non-GAAP Measures:
(a)
|
|||||||||||||||||||||||
| Segment Adjusted EBITDA from Operations | |||||||||||||||||||||||
| Home health and hospice services | $ | 25,469 | $ | 19,607 | $ | 50,608 | $ | 37,493 | |||||||||||||||
| Senior living services | $ | 5,141 | $ | 4,089 | $ | 10,069 | $ | 7,588 | |||||||||||||||
| (a) | General and administrative expenses are not allocated to any segment for purposes of determining segment profit or loss. | |||||||
34
The table below reconciles 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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Consolidated net income | $ | 7,981 | $ | 6,094 | $ | 16,503 | $ | 11,152 | |||||||||||||||
| Less: Net income attributable to noncontrolling interest | 896 | 404 | 1,643 | 556 | |||||||||||||||||||
| Add: Provision for income taxes | 2,598 | 1,844 | 5,452 | 3,603 | |||||||||||||||||||
| Interest expense, net | 1,204 | 1,622 | 2,409 | 3,414 | |||||||||||||||||||
| Depreciation and amortization | 2,224 | 1,468 | 4,116 | 2,799 | |||||||||||||||||||
| Consolidated EBITDA | 13,111 | 10,624 | 26,837 | 20,412 | |||||||||||||||||||
| Adjustments to Consolidated EBITDA | |||||||||||||||||||||||
|
Add: Start-up operations
(a)
|
(158) | (55) | (80) | (137) | |||||||||||||||||||
|
Share-based compensation expense
(b)
|
2,212 | 1,949 | 4,379 | 3,475 | |||||||||||||||||||
|
Acquisition related costs and credit allowances
(c)
|
2,166 | 365 | 2,438 | 502 | |||||||||||||||||||
|
Activities associated with transitioning operations
(d)
|
(1,036) | 33 | (1,016) | (595) | |||||||||||||||||||
|
Unusual, non-recurring or redundant charges
(e)
|
16 | 32 | 67 | 307 | |||||||||||||||||||
| Rent related to items (a) and (d) above | 64 | 202 | 123 | 410 | |||||||||||||||||||
| Consolidated Adjusted EBITDA | 16,375 | 13,150 | 32,748 | 24,374 | |||||||||||||||||||
| Rent—cost of services | 11,925 | 10,524 | 23,640 | 20,908 | |||||||||||||||||||
| Rent related to items (a) and (d) above | (64) | (202) | (123) | (410) | |||||||||||||||||||
| Adjusted rent—cost of services | 11,861 | 10,322 | 23,517 | 20,498 | |||||||||||||||||||
| Consolidated Adjusted EBITDAR | $ | 28,236 | $ | 56,265 | |||||||||||||||||||
| (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 2024 and 2025, an affiliate of the Company held its memory care units in transition and is converting the facility into an assisted living community. We received insurance proceeds related to the property in 2024 and 2025 which were recorded in gain on disposition of property and equipment, net on the consolidated statements of income. | |||||||
| (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.
|
|||||||
The table 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 Hospice | Senior Living | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 27,683 | $ | 21,214 | $ | 14,788 | $ | 12,804 | |||||||||||||||
| Less: Rent—cost of services | 2,226 | 1,664 | 9,699 | 8,860 | |||||||||||||||||||
| Rent related to start-up and transitioning operations | (12) | (57) | (52) | (145) | |||||||||||||||||||
| Segment Adjusted EBITDA from Operations | $ | 25,469 | $ | 19,607 | $ | 5,141 | $ | 4,089 | |||||||||||||||
35
| Six Months Ended June 30, | |||||||||||||||||||||||
| Home Health and Hospice | Senior Living | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Segment Adjusted EBITDAR from Operations | $ | 54,957 | $ | 40,764 | $ | 29,237 | $ | 24,815 | |||||||||||||||
| Less: Rent—cost of services | 4,368 | 3,393 | 19,272 | 17,515 | |||||||||||||||||||
| Rent related to start-up and transitioning operations | (19) | (122) | (104) | (288) | |||||||||||||||||||
| Segment Adjusted EBITDA from Operations | $ | 50,608 | $ | 37,493 | $ | 10,069 | $ | 7,588 | |||||||||||||||
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 term of the lease to which the asset applies, the method by which assets were acquired, and differences in capital structures;
•
they help investors evaluate and compare the results of our operations from period to period by removing the impact of our asset base and capital structure from our operating results; and
•
Consolidated Adjusted EBITDAR is used by investors and analysts in our industry to value the companies in our industry without regard to capital structures.
We use Non-GAAP Financial Measures:
•
as measurements of our operating performance to assist us in comparing our operating performance on a consistent basis from period to period;
•
to allocate resources to enhance the financial performance of our business;
•
to assess the value of a potential acquisition;
•
to assess the value of a transformed operation’s performance;
•
to evaluate the effectiveness of our operational strategies; and
•
to compare our operating performance to that of our competitors.
We typically use Non-GAAP Financial Measures to compare the operating performance of each operation from period to period. We find that Non-GAAP Financial Measures are useful for this purpose because they do not include such costs as interest expense, income taxes, depreciation and amortization expense, which may vary from period-to-period depending upon various factors, including the method used to finance operations, the date of acquisition of a community or business, and the tax law of the state in which a business unit operates.
We also establish compensation programs and bonuses for our leaders that are partially based upon the achievement of Consolidated Adjusted EBITDAR targets.
36
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 these non-cash charges 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.
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, adjusted for net income (loss) attributable to noncontrolling interest, before (a) interest expense (b) provision for income taxes and (c) depreciation and amortization.
Consolidated Adjusted EBITDA
We adjust Consolidated EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Consolidated Adjusted EBITDA, when considered with Consolidated EBITDA and GAAP Net 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;
37
•
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 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 without regard to operating and finance leases. A significant portion of finance lease expenditures are recorded in interest, whereas operating lease expenditures are recorded in rent expense.
This measure is not displayed as a performance measure as it excludes rent expense, which is a normal and recurring operating expense and, as such, does not reflect our cash requirements for leasing commitments. Our presentation of Consolidated Adjusted EBITDAR should not be construed as a financial performance measure.
The adjustments made and previously described in the computation of Consolidated Adjusted EBITDA are also made when computing Consolidated Adjusted EBITDAR. We calculate Consolidated Adjusted EBITDAR by excluding rent-cost of services and rent related to start up operations from Consolidated Adjusted EBITDA.
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Revenue
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue Dollars | Revenue Percentage | Revenue Dollars | Revenue Percentage | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home health and hospice services | |||||||||||||||||||||||
| Home health | $ | 79,194 | 36.1 | % | $ | 61,637 | 36.5 | % | |||||||||||||||
| Hospice | 73,770 | 33.6 | 59,347 | 35.2 | |||||||||||||||||||
|
Home care and other
(a)
|
13,056 | 5.9 | 4,317 | 2.6 | |||||||||||||||||||
| Total home health and hospice services | 166,020 | 75.6 | 125,301 | 74.3 | |||||||||||||||||||
| Senior living services | 53,481 | 24.4 | 43,444 | 25.7 | |||||||||||||||||||
| Total revenue | $ | 219,501 | 100.0 | % | $ | 168,745 | 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 $50.8 million, or 30.1%, during the three months ended June 30, 2025. We experienced growth of $40.7 million from increased operational performance in our Home Health and Hospice segment from increased admissions and census, in part driven by newly acquired agencies when compared to the three months ended June 30, 2024. The growth in our Senior Living segment resulted in an increase in revenue of $10.0 million driven by acquired senior living communities and an improved average rate per occupied room.
38
Home Health and Hospice Services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home health and hospice revenue | |||||||||||||||||||||||
| Home health services | $ | 79,194 | $ | 61,637 | $ | 17,557 | 28.5 | % | |||||||||||||||
| Hospice services | 73,770 | 59,347 | 14,423 | 24.3 | |||||||||||||||||||
| Home care and other | 13,056 | 4,317 | 8,739 | 202.4 | |||||||||||||||||||
| Total home health and hospice revenue | $ | 166,020 | $ | 125,301 | $ | 40,719 | 32.5 | % | |||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Home health services: | |||||||||||||||||||||||
| Total home health admissions | 17,832 | 14,140 | 3,692 | 26.1 | % | ||||||||||||||||||
| Total Medicare home health admissions | 6,980 | 5,738 | 1,242 | 21.6 | |||||||||||||||||||
| Average Medicare revenue per 60-day completed episode | $ | 3,882 | $ | 3,665 | $ | 217 | 5.9 | ||||||||||||||||
| Hospice services: | |||||||||||||||||||||||
| Total hospice admissions | 3,500 | 3,051 | 449 | 14.7 | |||||||||||||||||||
| Average daily hospice census | 3,909 | 3,220 | 689 | 21.4 | |||||||||||||||||||
| Hospice Medicare revenue per day | $ | 190 | $ | 184 | $ | 6 | 3.3 | ||||||||||||||||
| Number of home health and hospice agencies at period end | 137 | 117 | 20 | 17.1 | |||||||||||||||||||
Home health and hospice revenue increased $40.7 million, or 32.5%, for the three months ended June 30, 2025 compared to the prior year quarter. Revenue grew due to an increase in certain key performance indicators, including an increase of 26.1% in total home health admissions, an increase in total hospice admissions of 14.7%, and an increase in average daily hospice census of 21.4% during the three months ended June 30, 2025 compared to the prior year quarter. Growth was also driven by the addition of twenty home health and hospice operations between June 30, 2024 and June 30, 2025. Agencies acquired during calendar year 2024 and year-to-date June 30, 2025 drove an increase in revenue of $29.5 million, representing a 23.5% increase compared to the prior year quarter.
Senior Living Services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue (in thousands) | $ | 53,481 | $ | 43,444 | $ | 10,037 | 23.1 | % | |||||||||||||||
| Number of communities at period end | 61 | 54 | 7 | 13.0 | |||||||||||||||||||
| Occupancy | 78.8 | % | 78.8 | % | — | % | |||||||||||||||||
| Average monthly revenue per occupied unit | $ | 5,188 | $ | 4,790 | $ | 398 | 8.3 | ||||||||||||||||
Senior living revenue increased $10.0 million, or 23.1%, for the three months ended June 30, 2025 compared to the prior year quarter. Revenue grew due to a 8.3% increase in average monthly revenue per occupied unit between June 30, 2024
and June 30, 2025.
Growth was also driven by the addition of seven senior living communities between June 30, 2024 and June 30, 2025. Communities acquired during calendar year 2024 and year-to-date June 30, 2025 drove an increase in revenue of $6.4 million, representing a 14.6% increase compared to the prior year quarter.
39
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, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home Health and Hospice | $ | 138,299 | $ | 104,546 | $ | 33,753 | 32.3 | % | |||||||||||||||
| Senior Living | 38,976 | 30,767 | 8,209 | 26.7 | |||||||||||||||||||
| Total cost of services | $ | 177,275 | $ | 135,313 | $ | 41,962 | 31.0 | % | |||||||||||||||
Total consolidated cost of services increased $42.0 million, or 31.0%, for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. Cost of services as a percentage of revenue increased by 60 basis points from 80.2% to 80.8% for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024.
Home Health and Hospice Services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cost of service | $ | 138,299 | $ | 104,546 | $ | 33,753 | 32.3 | % | |||||||||||||||
| Cost of services as a percentage of revenue | 83.3 | % | 83.4 | % | (0.1) | % | |||||||||||||||||
Cost of services related to our Home Health and Hospice Services segment increased $33.8 million, or 32.3%, primarily due to increased volume of services provided. Cost of services as a percentage of revenue for the three months ended June 30, 2025 decreased 10 basis points when compared to the three months ended June 30, 2024.
Senior Living Services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cost of service | $ | 38,976 | $ | 30,767 | $ | 8,209 | 26.7 | % | |||||||||||||||
| Cost of services as a percentage of revenue | 72.9 | % | 70.8 | % | 2.1 | % | |||||||||||||||||
Cost of services related to our Senior Living Services segment increased $8.2 million, or 26.7%, primarily due to increased wages and benefits and acquisition activity. As a percentage of revenue, costs of service increased by 210 basis points for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024 primarily due to decreases in state relief funding.
Rent—Cost of Services
. Rent expense increased 13.3% from $10.5 million to $11.9 million in the three months ended June 30, 2025 when compared to the three months ended June 30, 2024, primarily as a result of the new leases on the acquired home health and hospice operations and senior living communities. Rent as a percentage of total revenue decreased 80 basis points from 6.2% for the three months ended June 30, 2024, compared to 5.4% for the three months ended June 30, 2025.
General and Administrative Expense.
Our general and administrative expense increased $5.7 million, or 48.1%, from $11.9 million to $17.6 million for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. General and administrative expense as a percentage of revenue increased 100 basis points from 7.0% to 8.0% during the period. The primary driver of the increase in general and administrative expense was due to an increase in payroll and related
40
benefits and an increase in professional services related to acquisition activities for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024.
Depreciation and Amortization.
Depreciation and amortization expense increased $0.8 million, or 51.5%, from $1.5 million to $2.2 million for the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. The increase in depreciation and amortization was due to the increase in overall property and equipment, net balances driven in part by acquisition activity.
Gain on disposition of property and equipment, net.
We recorded a net gain of $1.0 million primarily due to insurance proceeds received in excess of the carrying values of related assets during the six months ended June 30, 2025.
Provision for Income Taxes
. We recorded income tax expense of $2.6 million and $1.8 million, or 24.6% and 23.2% of earnings before income taxes, for the three months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate is primarily due to having more compensation subject to IRC Section 162(m).
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenue
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue Dollars | Revenue Percentage | Revenue Dollars | Revenue Percentage | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home health and hospice services | |||||||||||||||||||||||
| Home health | $ | 153,312 | 35.7 | % | $ | 118,849 | 36.5 | % | |||||||||||||||
| Hospice | 144,356 | 33.6 | 113,954 | 35.0 | |||||||||||||||||||
|
Home care and other
(a)
|
28,222 | 6.6 | 8,988 | 2.7 | |||||||||||||||||||
| Total home health and hospice services | 325,890 | 75.9 | 241,791 | 74.2 | |||||||||||||||||||
| Senior living services | 103,453 | 24.1 | 83,869 | 25.8 | |||||||||||||||||||
| Total revenue | $ | 429,343 | 100.0 | % | $ | 325,660 | 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 $103.7 million, or 31.8%, during the six months ended June 30, 2025. We experienced growth of $84.1 million from increased operational performance in our Home Health and Hospice segment from increased admissions and census, in part driven by newly acquired agencies when compared to the three months ended June 30, 2024. The growth in our Senior Living segment resulted in an increase in revenue of $19.6 million driven by acquired senior living communities and an improved average rate per occupied room.
41
Home Health and Hospice Services
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home health and hospice revenue | |||||||||||||||||||||||
| Home health services | $ | 153,312 | $ | 118,849 | $ | 34,463 | 29.0 | % | |||||||||||||||
| Hospice services | 144,356 | 113,954 | 30,402 | 26.7 | |||||||||||||||||||
| Home care and other | 28,222 | 8,988 | 19,234 | 214.0 | |||||||||||||||||||
| Total home health and hospice revenue | $ | 325,890 | $ | 241,791 | $ | 84,099 | 34.8 | % | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Home health services: | |||||||||||||||||||||||
| Total home health admissions | 36,710 | 28,789 | 7,921 | 27.5 | % | ||||||||||||||||||
| Total Medicare home health admissions | 14,579 | 12,084 | 2,495 | 20.6 | |||||||||||||||||||
|
Average Medicare revenue per 60-day completed episode
(a)
|
$ | 3,809 | $ | 3,549 | $ | 260 | 7.3 | ||||||||||||||||
| Hospice services: | |||||||||||||||||||||||
| Total hospice admissions | 7,283 | 6,131 | 1,152 | 18.8 | |||||||||||||||||||
| Average daily census | 3,852 | 3,091 | 761 | 24.6 | |||||||||||||||||||
| Hospice Medicare revenue per day | $ | 190 | $ | 185 | $ | 5 | 2.7 | ||||||||||||||||
| Number of home health and hospice agencies at period end | 137 | 117 | 20 | 17.1 | |||||||||||||||||||
| (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 $84.1 million, or 34.8%, during the six months ended June 30, 2025 compared to the same period in the prior year primarily due to an increase of 27.5% in home health admissions, inclusive of an increase in total Medicare home health admissions of 20.6%, an increase in hospice average daily census of 24.6%, and an increase of 18.8% in hospice admissions. Growth was also driven by the addition of twenty home health and hospice operations between June 30, 2024 and June 30, 2025. Agencies acquired during calendar year 2024 and year-to-date June 30, 2025 drove an increase in revenue of $60.4 million, representing a 25.0% increase compared to the same period in the prior year.
Senior Living Services
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue (in thousands) | $ | 103,453 | $ | 83,869 | $ | 19,584 | 23.4 | % | |||||||||||||||
| Number of communities at period end | 61 | 54 | 7 | 13.0 | |||||||||||||||||||
| Occupancy | 78.7 | % | 78.7 | % | — | % | |||||||||||||||||
| Average monthly revenue per occupied unit | $ | 5,165 | $ | 4,730 | $ | 435 | 9.2 | ||||||||||||||||
Senior living revenue increased $19.6 million, or 23.4%, for the six months ended June 30, 2025 compared to the same period in the prior year primarily due to an increase of 9.2% in average monthly revenue per occupied unit between June 30, 2024 and June 30, 2025. Growth was also driven by the addition of seven senior living communities between June 30, 2024 and June 30, 2025. Communities acquired during calendar year 2024 and year-to-date June 30, 2025 drove and increase in revenue of $12.4 million, representing a 14.8% increase compared to the same period in the prior year.
42
Cost of Services
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Home Health and Hospice | $ | 271,068 | $ | 201,866 | $ | 69,202 | 34.3 | % | |||||||||||||||
| Senior Living | 74,952 | 59,442 | 15,510 | 26.1 | |||||||||||||||||||
| Total cost of services | $ | 346,020 | $ | 261,308 | $ | 84,712 | 32.4 | % | |||||||||||||||
Consolidated cost of services increased $84.7 million, or 32.4%, during the six months ended June 30, 2025 compared to the same period in the prior year. Cost of services as a percentage of revenue for the six months ended June 30, 2025 increased by 40 basis points to 80.6% from 80.2% compared to the six months ended June 30, 2024.
Home Health and Hospice Services
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of service (in thousands) | $ | 271,068 | $ | 201,866 | $ | 69,202 | 34.3 | % | |||||||||||||||
| Cost of services as a percentage of revenue | 83.2 | % | 83.5 | % | (0.3) | % | |||||||||||||||||
Cost of services related to our Home Health and Hospice services segment increased $69.2 million, or 34.3%, 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, 2025 decreased by 30 basis points compared to the six months ended June 30, 2024.
Senior Living Services
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of service (in thousands) | $ | 74,952 | $ | 59,442 | $ | 15,510 | 26.1 | % | |||||||||||||||
| Cost of services as a percentage of revenue | 72.5 | % | 70.9 | % | 1.6 | % | |||||||||||||||||
Cost of services related to our Senior Living services segment increased $15.5 million, or 26.1%, during the six months ended June 30, 2025 compared to the same period in the prior year primarily due to increased wages and benefits and acquisition activity. As a percentage of revenue, costs of service increased by 160 basis points during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024 primarily due to decreases in state relief funding.
Rent—Cost of Services
. Rent increased 13.1% from $20.9 million to $23.6 million during the six months ended June 30, 2025 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 communities. As a percentage of revenue, rent
—
cost of services decreased 90 basis points when compared to the six months ended June 30, 2024.
General and Administrative Expense.
Our general and administrative expense increased $9.1 million, or 39.1%, from $23.3 million to $32.4 million for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. The increase in general and administrative expense was due to an increase in payroll and related benefits and an increase in professional services related to acquisition activities for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024.
Depreciation and Amortization.
Depreciation and amortization expense increased $1.3 million, or 47.1%, from $2.8 million to $4.1 million for the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. The increase in depreciation and amortization was due to the increase in overall property and equipment, net balances driven in part by acquisition activity.
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Gain on disposition of property and equipment, net.
We recorded a net gain of $1.0 million primarily due to insurance proceeds received in excess of the carrying values of related assets during the six months ended June 30, 2025. 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.
Provision for Income Taxes
. We recorded income tax expense of $5.5 million and $3.6 million, or 24.8% and 24.4% of earnings before income taxes, for the six months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate is primarily due to having more compensation subject to IRC Section 162(m).
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 July 31, 2024, Pennant amended and restated its existing credit agreement (as amended, the “Amended Credit Agreement”), which provides for an increased revolving credit facility with a syndicate of banks with a borrowing capacity of $250.0 million (the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility is not subject to interim amortization and the Company will not be required to repay any loans under the Amended Revolving Credit Facility prior to maturity in 2029. The Company is permitted to prepay all or any portion of the loans under the Amended Revolving Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders.
The Amended 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, 2025, the Company was compliant with all such financial covenants.
As of
June 30, 2025, we had $14.4 million of cash and $208.8 million of available borrowing capacity on our Amended Revolving Credit Facility.
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 both 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, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 13,414 | $ | 11,036 | |||||||
| Net cash used in investing activities | (60,355) | (33,280) | |||||||||
| Net cash provided by financing activities | 37,080 | 19,228 | |||||||||
| Net decrease in cash | (9,861) | (3,016) | |||||||||
| Cash at beginning of period | 24,246 | 6,059 | |||||||||
| Cash at end of period | $ | 14,385 | $ | 3,043 | |||||||
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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Our net cash flow from operating activities for the six months ended June 30, 2025 increased by $2.4 million when compared to the six months ended June 30, 2024. The primary driver of this difference was an increase in net income of $5.4 million and an increase of $2.1 million in non-cash expenses, partially offset by a decrease in cash flows from the change in operating assets and liabilities of $5.0 million, net.
Our net cash used in investing activities for the six months ended June 30, 2025 increased by $27.1 million compared to the six months ended June 30, 2024, primarily driven by an increase in business and asset acquisitions.
Our net cash provided by financing activities increased by approximately $17.9 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to a net increase in the balance on our line of credit during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
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 July 31, 2024, Pennant entered into the Amended Credit Agreement, which provides for a revolving credit facility with a syndicate of banks with a borrowing capacity of $250.0 million. A 1.0% interest rate change would cause interest expense to change by approximately $0.4 million annually based upon our outstanding long-term debt as of June 30, 2025. 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.
45
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 16,
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 2024 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 2024 Annual Report and the other information set forth elsewhere in this Quarterly Report. In particular, if CMS adopts the 2026 HH PPS Proposed Rule as a final rule in its current form or in a substantially similar form, we may be adversely affected by decreased Medicare reimbursement for home health services in calendar year 2025. Medicare’s rates for home health services not only affect Medicare beneficiaries but may also have consequences for home health patients whose benefits are paid by commercial insurance or other payors that base their payments to home health agencies on Medicare’s payment rates. Additionally, the effects of the OBBBA may cause a material adverse effect on our reimbursement for our services to Medicaid beneficiaries, particularly in the states where we operate and Medicaid is highest. 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 5.
Other Information
Rule 10b5-1 Plan Election
Mr. Guerisoli’s 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.
Rule 10b5-1 Plan Termination
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Item 6. Exhibits
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 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). | ||||||||
| Purchase Agreement by and among Cornerstone Healthcare, Inc., Tensaw River Healthcare LLC, The Pennant Group, Inc., UnitedHealth Group Incorporated, Amedisys, Inc., and each of the other Sellers named therein, dated April 30, 2025 | ||||||||
| 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.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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, 2025
|
BY: | /s/ LYNETTE B. WALBOM | ||||||
| Lynette B. Walbom | ||||||||
| Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||||
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TABLE OF CONTENTS
Part I. Financial InformationItem I. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 5. Other InformationItem 6. Exhibits