• Pennant Reports Third Quarter 2023 Results

    Источник: Nasdaq GlobeNewswire / 07 ноя 2023 15:05:02   America/Chicago

    EAGLE, Idaho, Nov. 07, 2023 (GLOBE NEWSWIRE) -- The Pennant Group, Inc. (NASDAQ: PNTG), the parent company of the Pennant group of affiliated home health, hospice and senior living companies, today announced its operating results for the third quarter of 2023, reporting GAAP diluted earnings per share of $0.15 and adjusted diluted earnings per share of $0.20 for the quarter (1).

    Third Quarter Highlights

    • Total revenue for the quarter was $140.2 million, an increase of $21.8 million or 18.5% over the prior year quarter;
    • Net income for the third quarter was $4.4 million and adjusted net income for the third quarter was $6.0 million, an increase of $1.8 million or 44.4% over the prior year quarter;
    • Segment Adjusted EBITDAR from Operations for the third quarter was $20.6 million, an increase of $3.7 million or 21.7% over the prior year quarter; adjusted EBITDA for the third quarter was $10.9 million, an increase of $3.0 million or 37.8% over the prior year quarter;
    • Home Health and Hospice Services segment revenue for the third quarter was $101.5 million, an increase of $15.7 million or 18.3% over the prior year quarter;
    • Home Health and Hospice Services segment adjusted EBITDAR from operations for the third quarter was $17.3 million, an increase of $1.9 million or 12.3% over the prior year quarter; and segment adjusted EBITDA from operations for the third quarter was $15.9 million, an increase of $1.7 million or 11.9% over the prior year quarter;
    • Total home health admissions for the third quarter were 10,829, an increase of 677 or 6.7% over the prior year quarter; total Medicare home health admissions for the third quarter were 4,640, an increase of 3 or 0.1% over the prior year quarter;
    • Hospice average daily census for the third quarter was 2,698, an increase of 405 or 17.7% compared to the prior year quarter;
    • Senior Living Services segment revenue for the third quarter was $38.7 million, an increase of $6.1 million or 18.9% over the prior year quarter; average occupancy for the third quarter was 78.9%, an increase of 240 basis points over the prior year quarter, and average monthly revenue per occupied room for the third quarter was $3,991 an increase of $431 or 12.1% over the prior year quarter;
    • Same store(2) Senior Living Services segment revenue for the third quarter was $37.2 million, an increase of $5.0 million or 15.5% over the prior year quarter; same store senior living average occupancy for the third quarter was 80.1%, an increase of 250 basis points over the prior year quarter, and average monthly revenue per occupied room for the third quarter was $3,973 an increase of 416 or 11.7% over the prior year quarter;
    • Senior Living segment adjusted EBITDAR from operations for the third quarter was $11.5 million, an increase of $2.1 million or 22.4% over the prior year quarter; and segment adjusted EBITDA from Operations for the third quarter was $3.1 million, an increase of $1.6 million or 109.6% over the prior year quarter.
    (1) See "Reconciliation of GAAP to Non-GAAP Financial Information.”
    (2) “Same store Senior Living Services” is defined as all senior living communities excluding those transferred to Ensign and new senior living operations acquired in 2022 or 2023.

    Operating Results

    “We are pleased to report continued positive momentum in the third quarter,” said Brent Guerisoli, Pennant’s Chief Executive Officer. “With solid census gains, robust top line growth, and improved margin and earnings, we are poised to execute through the remainder of 2023 and beyond. In addition, we continue to invest in leaders who are eager and prepared to step into operations. We see attractive growth opportunities in the current market and are well-positioned to take advantage of an increasingly favorable acquisition environment.”

    Lynette Walbom, Pennant’s Chief Financial Officer, commented on the Company’s balance sheet and strong cash flow: “Our operations produced $27.9 million of cash through the third quarter, which will enable us to execute on our short and long term growth plans.” She noted that the Company had $3.4 million of cash on hand and $90.8 million available on its revolving line of credit, with a net debt-to-adjusted EBITDA ratio of 1.30x and a lease-adjusted net debt-to-adjusted EBITDAR ratio of 4.74x.

    A discussion of the Company's use of Non-GAAP financial measures is set forth below. A reconciliation of net income to EBITDA, adjusted EBITDAR and adjusted EBITDA, as well as a reconciliation of GAAP earnings per share, net income to adjusted net earnings per share and adjusted net income, appear in the financial data portion of this release. More complete information is contained in the Company’s Form 10-Q for the quarter ended September 30, 2023, which has been filed with the SEC today and can be viewed on the Company’s website at www.pennantgroup.com.

    2023 Guidance

    Management is updating its annual guidance as follows: total revenue is anticipated to be between $526.0 million and $531.0 million; full year 2023 adjusted earnings per diluted share is anticipated to be between $0.69 and $0.75; and full year 2023 adjusted EBITDA is anticipated to be between $39.4 million and $42.6 million.

    The Company’s 2023 annual guidance is based on diluted weighted average shares outstanding of approximately 30.2 million and a 26.0% effective tax rate. The guidance assumes, among other things, reimbursement rate adjustments and no unannounced acquisitions. It excludes the tax-effected costs at start-up operations, share-based compensation, acquisition-related costs, and loss on disposition of assets and impairments.

    Ms. Walbom stated, “We believe providing annual adjusted consolidated EBITDA guidance in addition to annual revenue and adjusted earnings per share guidance is helpful in understanding our expectations for our business and operational cash flow. This updated guidance reflects management’s expectations based on solid performance through the third quarter.”

    2024 guidance will be provided in the Company’s fourth quarter and year-end 2023 earnings release.

    Conference Call

    A live webcast will be held tomorrow, November 8, 2023 at 10:00 a.m. Mountain time (12:00 p.m. Eastern time) to discuss Pennant’s third quarter 2023 financial results. To listen to the webcast, or to view any financial or statistical information required by SEC Regulation G, please visit the Investors Relations section of Pennant’s website at https://investor.pennantgroup.com. The webcast will be recorded and will be available for replay via the website.   

    About Pennant

    The Pennant Group, Inc. is a holding company of independent operating subsidiaries that provide healthcare services through 103 home health and hospice agencies and 51 senior living communities located throughout Arizona, California, Colorado, Idaho, Montana, Nevada, Oklahoma, Oregon, Texas, Utah, Washington, Wisconsin and Wyoming. Each of these businesses is operated by a separate, independent operating subsidiary that has its own management, employees and assets. References herein to the consolidated "company" and "its" assets and activities, as well as the use of the terms "we," "us," "its" and similar verbiage, are not meant to imply that The Pennant Group, Inc. has direct operating assets, employees or revenue, or that any of the home health and hospice businesses, senior living communities or the Service Center are operated by the same entity. More information about Pennant is available at www.pennantgroup.com.

    Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

    This press release contains, and the related conference call and webcast will include, forward-looking statements that are based on management’s current expectations, assumptions and beliefs about its business, financial performance, operating results, the industry in which it operates and other future events. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding growth prospects, future operating and financial performance, and acquisition activities. They are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to materially and adversely differ from those expressed in any forward-looking statement.

    These risks and uncertainties relate to the company’s business, its industry and its common stock and include: reduced prices and reimbursement rates for its services; its ability to acquire, develop, manage or improve operations, its ability to manage its increasing borrowing costs as it incurs additional indebtedness to fund the acquisition and development of operations; its ability to access capital on a cost-effective basis to continue to successfully implement its growth strategy; its operating margins and profitability could suffer if it is unable to grow and manage effectively its increasing number of operations; competition from other companies in the acquisition, development and operation of facilities; its ability to defend claims and lawsuits, including professional liability claims alleging that our services resulted in personal injury, and other regulatory-related claims; and the application of existing or proposed government regulations, or the adoption of new laws and regulations, that could limit its business operations, require it to incur significant expenditures or limit its ability to relocate its operations if necessary. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the company’s periodic filings with the Securities and Exchange Commission, including its Form 10-Q and/or 10-K, for a more complete discussion of the risks and other factors that could affect Pennant’s business, prospects and any forward-looking statements. Except as required by the federal securities laws, Pennant does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

    Contact Information

    Investor Relations
    The Pennant Group, Inc.
    (208) 506-6100
    ir@pennantgroup.com

    SOURCE: The Pennant Group, Inc.


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

     Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
      2023   2022   2023   2022 
            
    Revenue$140,192  $118,350  $398,937  $348,576 
            
    Expense       
    Cost of services 112,384   94,680   321,162   277,658 
    Rent—cost of services 10,006   9,391   29,439   28,520 
    General and administrative expense 9,417   5,879   26,913   25,653 
    Depreciation and amortization 1,323   1,251   3,817   3,677 
    Loss on asset dispositions and impairment, net 1   5   4   6,713 
    Total expenses 133,131   111,206   381,335   342,221 
    Income from operations 7,061   7,144   17,602   6,355 
    Other (expense) income:       
    Other (expense) income (37)  (18)  28   (50)
    Interest expense, net (1,496)  (1,058)  (4,355)  (2,508)
    Other expense, net (1,533)  (1,076)  (4,327)  (2,558)
    Income before provision for income taxes 5,528   6,068   13,275   3,797 
    Provision for income taxes 1,066   1,074   3,894   241 
    Net income 4,462   4,994   9,381   3,556 
    Less: Net income attributable to noncontrolling interest 79   163   351   387 
    Net income attributable to The Pennant Group, Inc.$4,383  $4,831  $9,030  $3,169 
    Earnings per share:       
    Basic$0.15  $0.16  $0.30  $0.11 
    Diluted$0.15  $0.16  $0.30  $0.10 
    Weighted average common shares outstanding:       
    Basic 29,912   29,335   29,825   28,840 
    Diluted 30,206   30,172   30,178   30,182 


    THE PENNANT GROUP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (unaudited, in thousands, except par value)

     September 30, 2023 December 31, 2022
    Assets   
    Current assets:   
    Cash$3,383  $2,079 
    Accounts receivable—less allowance for doubtful accounts of $931 and $592, respectively 59,353   53,420 
    Prepaid expenses and other current assets 9,460   18,323 
    Total current assets 72,196   73,822 
    Property and equipment, net 27,983   26,621 
    Right-of-use assets 262,987   260,868 
    Deferred tax assets, net 126   2,149 
    Restricted and other assets 7,983   10,545 
    Goodwill 86,132   79,497 
    Other indefinite-lived intangibles 62,908   58,617 
    Total assets$520,315  $512,119 
    Liabilities and equity   
    Current liabilities:   
    Accounts payable$12,182  $13,647 
    Accrued wages and related liabilities 24,660   23,283 
    Operating lease liabilities—current 16,341   16,633 
    Other accrued liabilities 15,577   16,684 
    Total current liabilities 68,760   70,247 
    Long-term operating lease liabilities—less current portion 249,574   247,042 
    Other long-term liabilities 8,679   6,281 
    Long-term debt, net 53,783   62,892 
    Total liabilities 380,796   386,462 
    Commitments and contingencies   
    Equity:   
    Common stock, $0.001 par value; 100,000 shares authorized; 30,266 and 29,919 shares issued and outstanding, respectively, at September 30, 2023; and 30,149 and 29,692 shares issued and outstanding, respectively, at December 31, 2022 29   29 
    Additional paid-in capital 104,245   99,764 
    Retained earnings 30,314   21,284 
    Treasury stock, at cost, 3 shares at September 30, 2023 and 2022 (65)  (65)
    Total The Pennant Group, Inc. stockholders’ equity 134,523   121,012 
    Noncontrolling interest 4,996   4,645 
    Total equity 139,519   125,657 
    Total liabilities and equity$520,315  $512,119 


    THE PENNANT GROUP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (unaudited, in thousands)
    The following table presents selected data from our condensed consolidated statement of cash flows for the periods presented:
     Nine Months Ended September 30,
      2023   2022 
        
    Net cash provided by operating activities$27,910  $12,974 
    Net cash used in investing activities (17,576)  (20,176)
    Net cash (used in) provided by financing activities (9,030)  4,967 
    Net increase (decrease) in cash 1,304   (2,235)
    Cash beginning of period 2,079   5,190 
    Cash end of period$3,383  $2,955 


    THE PENNANT GROUP, INC.
    REVENUE BY SEGMENT
    (unaudited, dollars in thousands)
    The following table sets forth our total revenue by segment and as a percentage of total revenue for the periods indicated:
     Three Months Ended September 30,
      2023   2022 
     Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage
            
    Home health and hospice services       
    Home health$44,921 32.0% $39,873 33.8%
    Hospice 50,371 35.9   40,522 34.2 
    Home care and other(a) 6,182 4.4   5,384 4.5 
    Total home health and hospice services 101,474 72.3   85,779 72.5 
    Senior living services 38,718 27.7   32,571 27.5 
    Total revenue$140,192 100.0% $118,350 100.0%

    (a) Home care and other revenue is included with home health revenue in other disclosures in this press release.

     Nine Months Ended September 30,
      2023   2022 
     Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage
            
    Home health and hospice services       
    Home health$129,112 32.4% $117,962 33.8%
    Hospice 140,222 35.1   117,704 33.8 
    Home care and other(a) 18,239 4.6   15,932 4.6 
    Total home health and hospice services 287,573 72.1   251,598 72.2 
    Senior living services 111,364 27.9   96,978 27.8 
    Total revenue$398,937 100.0% $348,576 100.0%

    (a) Home care and other revenue is included with home health revenue in other disclosures in this press release.


    THE PENNANT GROUP, INC.
    SELECT PERFORMANCE INDICATORS
    (unaudited, total revenue dollars in thousands)
    The following table summarizes our overall home health and hospice performance indicators for the each of the dates or periods indicated:
     Three Months Ended
    September 30,    		    
      2023  2022 Change % Change
    Total agency results:       
    Home health and hospice revenue$101,474 $85,779  15,695 18.3%
            
    Home health services:       
    Total home health admissions 10,829  10,152  677 6.7%
    Total Medicare home health admissions 4,640  4,637  3 0.1%
    Average Medicare revenue per 60-day completed episode(a)$3,585 $3,553 $32 0.9%
    Hospice services:       
    Total hospice admissions 2,433  2,392  41 1.7%
    Average daily census 2,698  2,293  405 17.7%
    Hospice Medicare revenue per day$183 $176 $7 4.0%


     Three Months Ended
    September 30,    		    
      2023  2022 Change % Change
    Same agency(b)results:       
    Home health and hospice revenue$95,054 $84,640 $10,414  12.3%
            
    Home health services:       
    Total home health admissions 10,202  10,078  124  1.2%
    Total Medicare home health admissions 4,263  4,588  (325) (7.1)%
    Average Medicare revenue per 60-day completed episode(a)$3,607 $3,555 $52  1.5%
    Hospice services:       
    Total hospice admissions 2,198  2,193  5  0.2%
    Average daily census 2,532  2,279  253  11.1%
    Hospice Medicare revenue per day$185 $177 $8  4.5%


     Nine Months Ended
    September 30,    		    
      2023  2022 Change % Change
    Total agency results:       
    Home health and hospice revenue$287,573 $251,598 $35,975  14.3%
            
    Home health services:       
    Total home health admissions 32,180  30,389  1,791  5.9%
    Total Medicare home health admissions 14,437  13,952  485  3.5%
    Average Medicare revenue per 60-day completed episode(a)$3,536 $3,543 $(7) (0.2)%
    Hospice services:       
    Total hospice admissions 7,206  6,920  286  4.1%
    Average daily census 2,544  2,270  274  12.1%
    Hospice Medicare revenue per day$184 $177 $7  4.0%


     Nine Months Ended
    September 30,    		    
      2023  2022 Change % Change
    Same agency(b)results:       
    Home health and hospice revenue$274,874 $250,305 $24,569  9.8%
            
    Home health services:       
    Total home health admissions 30,556  30,249  307  1.0%
    Total Medicare home health admissions 13,373  13,860  (487) (3.5)%
    Average Medicare revenue per 60-day completed episode(a)$3,559 $3,544 $15  0.4%
    Hospice services:       
    Total hospice admissions 6,767  6,721  46  0.7%
    Average daily census 2,438  2,265  173  7.6%
    Hospice Medicare revenue per day$184 $178 $6  3.4%


    (a) The year to date average for Medicare revenue per 60-day completed episode includes post period claim adjustments for prior periods.
    (b) Same agency results represent all agencies purchased or licensed prior to January 1, 2022.


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


     Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
      2023   2022   2023   2022 
    Total senior living results:       
    Senior living revenue$38,718  $32,571  $111,364  $96,978 
            
    Occupancy 78.9%  76.5%  78.4%  75.1%
    Average monthly revenue per occupied unit$3,991  $3,560  $3,927  $3,465 


     Three Months Ended
    June 30,    		 Six Months Ended
    June 30,
      2023   2022   2023   2022 
    Same store senior living(a)results:       
    Senior living revenue$37,170  $32,182  $107,743  $93,252 
            
    Occupancy 80.1%  77.6%  79.6%  76.8%
    Average monthly revenue per occupied unit$3,973  $3,557  $3,918  $3,575 


    (a) Same store senior living results is defined as all senior living communities excluding those transferred to Ensign and new senior living operations acquired in 2022 or 2023.


    THE PENNANT GROUP, INC.
    REVENUE BY PAYOR SOURCE
    (unaudited, dollars in thousands)
    The following table presents our total revenue by payor source and as a percentage of total revenue for the periods indicated:
      Three Months Ended September 30,
       2023   2022 
      Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage
             
    Revenue:        
    Medicare $67,925 48.5% $58,407 49.4%
    Medicaid  19,893 14.2   15,343 13.0 
    Subtotal  87,818 62.7   73,750 62.4 
    Managed Care  19,158 13.6   15,656 13.2 
    Private and Other(a)  33,216 23.7   28,944 24.4 
    Total revenue $140,192 100.0% $118,350 100.0%


    (a) Private and other payors in our home health and hospice services segment includes revenue from all payors generated in home care operations.


      Nine Months Ended September 30,
       2023   2022 
      Revenue Dollars Revenue Percentage Revenue Dollars Revenue Percentage
             
    Revenue:        
    Medicare $192,895 48.3% $171,183 49.1%
    Medicaid  56,455 14.2   46,080 13.2 
    Subtotal  249,350 62.5   217,263 62.3 
    Managed Care  53,538 13.4   45,105 13.0 
    Private and Other(a)  96,049 24.1   86,208 24.7 
    Total revenue $398,937 100.0% $348,576 100.0%


    (a) Private and other payors in our home health and hospice services segment includes revenue from all payors generated in home care operations.


    THE PENNANT GROUP, INC.
    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (unaudited, in thousands, except per share data)
    The following table reconciles net income to Non-GAAP net income for the periods presented:
     Three Months Ended September 30, Nine Months Ended September 30,
      2023   2022   2023   2022 
            
    Net income attributable to The Pennant Group, Inc.$4,383  $4,831  $9,030  $3,169 
            
    Non-GAAP adjustments       
    Net income attributable to noncontrolling interest(a) —   —   —   224 
    Costs at start-up operations(b) 59   749   1,060   1,335 
    Share-based compensation expense(c) 1,391   (2,501)  4,164   2,319 
    Acquisition related costs and credit allowances(d) 71   1,000   175   1,014 
    Costs associated with transitioning operations(e) 90   144   759   7,026 
    Unusual, non-recurring or redundant charges(f) 1,009   293   1,633   370 
    Provision for income taxes on Non-GAAP adjustments(g) (1,031)  (379)  (1,562)  (3,820)
    Non-GAAP net income$5,972  $4,137  $15,259  $11,637 
            
    Dilutive Earnings Per Share As Reported       
    Net Income$0.15  $0.16  $0.30  $0.10 
    Average number of shares outstanding 30,206   30,172   30,178   30,182 
            
    Adjusted Diluted Earnings Per Share       
    Net Income$0.20  $0.14  $0.51  $0.39 
    Average number of shares outstanding 30,206   30,172   30,178   30,182 


    (a) Effective the three months ended September 30, 2022 we updated our definition of non-GAAP net income to exclude an adjustment for net income attributable to noncontrolling interest.
                
    (b) Represents results related to start-up operations.
         Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
          2023   2022   2023   2022 
      Revenue$(2,928) $(1,852) $(8,821) $(3,441)
      Cost of services 2,820   2,282   8,981   4,379 
      Rent 162   315   885   386 
      Depreciation 5   4   15   11 
      Total Non-GAAP adjustment$59  $749  $1,060  $1,335 
                
    (c) Represents share-based compensation expense incurred for the periods presented.
         Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
          2023   2022   2023   2022 
      Cost of services$819  $674  $2,288  $1,795 
      General and administrative 572   (3,175)  1,876   524 
      Total Non-GAAP adjustment$1,391  $(2,501) $4,164  $2,319 
                
    (d) Represents costs incurred to acquire an operation that are not capitalizable.


    (e) During the nine months ended September 30, 2023, an affiliate of the Company placed its memory care units into transition and is actively seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.

    During January 2022, affiliates of the Company entered into Transfer Agreements with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the transfer of two operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount above represents the net impact on revenue and cost of service attributable to all of the transferred entities. The amounts reported exclude rent and depreciation and amortization expense related to such operations.
         Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
          2023   2022   2023   2022 
      Revenue$(4) $(39) $(4) $(3,375)
      Cost of services 14   179   599   2,735 
      Rent 77   —   156   948 
      Depreciation 3   —   8   — 
      Loss on asset dispositions and impairment —   4   —   6,718 
      Total Non-GAAP adjustment$90  $144  $759  $7,026 
                
    (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. The amounts reported for the nine months ended September 30, 2022 include certain costs identified as redundant or non-recurring incurred by the Company for services provided by Ensign under the Transition Services Agreement, and were included in general and administrative expense.
                
    (g) Represents an adjustment to the provision for income tax to our year-to-date effective tax rate of 25.9% and 25.6% for the nine months ended September 30, 2023 and 2022, respectively. This rate excludes the tax benefit of shared-based payment awards.


    The tables below reconcile Consolidated net income to the consolidated Non-GAAP financial measures, Consolidated and Consolidated Adjusted EBITDA, and to the Non-GAAP valuation measure, Consolidated Adjusted EBITDAR, for the periods presented:


     Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
      2023   2022   2023   2022 
            
    Consolidated net income (loss)$4,462  $4,994  $9,381  $3,556 
    Less: Net income attributable to noncontrolling interest 79   163   351   387 
    Add: Provision for income taxes (benefit) 1,066   1,074   3,894   241 
    Net interest expense 1,496   1,058   4,355   2,508 
    Depreciation and amortization 1,323   1,251   3,817   3,677 
    Consolidated EBITDA 8,268   8,214   21,096   9,595 
    Adjustments to Consolidated EBITDA       
    Add: Costs at start-up operations(a) (108)  430   160   938 
    Share-based compensation expense(b) 1,391   (2,501)  4,164   2,319 
    Acquisition related costs and credit allowances(c) 71   1,000   175   1,014 
    Costs associated with transitioning operations(d) 10   144   595   6,078 
    Unusual, non-recurring or redundant charges(e) 1,009   293   1,633   370 
    Rent related to items (a) and (d) above 239   315   1,041   1,334 
    Consolidated Adjusted EBITDA 10,880   7,895   28,864   21,648 
    Rent—cost of services 10,006   9,391   29,439   28,520 
    Rent related to items (a) and (d) above (239)  (315)  (1,041)  (1,334)
    Adjusted rent—cost of services 9,767   9,076   28,398   27,186 
    Consolidated Adjusted EBITDAR(f)$20,647    $57,262   


    (a) Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
    (b) Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
    (c) Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
    (d) During the nine months ended September 30, 2023, an affiliate of the Company placed its memory care units into transition and is actively seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.

    During January 2022, affiliates of the Company entered into Transfer Agreements with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the transfer of two operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount above represents the net impact on revenue and cost of service attributable to all of the transferred entities. The amounts reported exclude rent and depreciation and amortization expense related to such operations.
    (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 amounts reported for the nine months ended September 30, 2022 include certain costs identified as redundant or non-recurring incurred by the Company for services provided by Ensign under the Transition Services Agreement, and were included in general and administrative expense.
    (f) This measure is a valuation measure and is displayed thusly, it is not 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 following table present certain financial information regarding our reportable segments. General and administrative expenses are not allocated to the reportable segments and are included in “All Other”:


     Three Months Ended September 30,
     Home Health and Hospice Services Senior Living Services All Other Total
    Segment GAAP Financial Measures:       
    Three Months Ended September 30, 2023       
    Revenue$101,474 $38,718 $—  $140,192
    Segment Adjusted EBITDAR from Operations$17,271 $11,473 $(8,097) $20,647
    Three Months Ended September 30, 2022       
    Revenue$85,779 $32,571 $—  $118,350
    Segment Adjusted EBITDAR from Operations$15,380 $9,370 $(7,779) $16,971


     Nine Months Ended September 30,
     Home Health and Hospice Services Senior Living Services All Other Total
    Segment GAAP Financial Measures:       
    Nine Months Ended September 30, 2023       
    Revenue$287,573 $111,364 $—  $398,937
    Segment Adjusted EBITDAR from Operations$47,364 $33,394 $(23,496) $57,262
    Nine Months Ended September 30, 2022       
    Revenue$251,598 $96,978 $—  $348,576
    Segment Adjusted EBITDAR from Operations$45,056 $27,573 $(23,795) $48,834


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


     Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,
      2023   2022   2023  2022 
            
    Segment Adjusted EBITDAR from Operations(a)$20,647  $16,971  $57,262 $48,834 
    Less: Depreciation and amortization 1,323   1,251   3,817  3,677 
    Rent—cost of services 10,006   9,391   29,439  28,520 
    Other Income (37)  (18)  28  (50)
    Adjustments to Segment EBITDAR from Operations:       
    Less: Costs at start-up operations(b) (108)  430   160  938 
    Share-based compensation expense(c) 1,391   (2,501)  4,164  2,319 
    Acquisition related costs and credit allowances(d) 71   1,000   175  1,014 
    Costs associated with transitioning operations(e) 10   144   595  6,078 
    Unusual, non-recurring or redundant charges(f) 1,009   293   1,633  370 
    Add: Net loss attributable to noncontrolling interest 79   163   351  387 
    Consolidated Income from Operations$7,061  $7,144  $17,602 $6,355 


    (a) Segment Adjusted EBITDAR from Operations is net income (loss) attributable to the Company's reportable segments excluding interest expense, provision for income taxes, depreciation and amortization expense, rent, and, in order to view the operations performance on a comparable basis from period to period, certain adjustments including: (1) costs at start-up operations, (2) share-based compensation, (3) acquisition related costs and credit allowances, (4) the costs associated with transitioning operations, (5) unusual, non-recurring or redundant charges, and (6) net income attributable to noncontrolling interest. General and administrative expenses are not allocated to the reportable segments, and are included as “All Other”, accordingly the segment earnings measure reported is before allocation of corporate general and administrative expenses. The Company's segment measures may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
    (b) Represents results related to start-up operations. This amount excludes rent and depreciation and amortization expense related to such operations.
    (c) Share-based compensation expense and related payroll taxes incurred. Share-based compensation expense and related payroll taxes are included in cost of services and general and administrative expense.
    (d) Non-capitalizable costs associated with acquisitions, credit allowances, and write offs for amounts in dispute with the prior owners of certain acquired operations.
    (e) During the nine months ended September 30, 2023, an affiliate of the Company placed its memory care units into transition and is actively seeking to sublease the units to an unrelated third party. The amount above represents the net operating impact attributable to the units in transition. The amounts reported exclude rent and depreciation and amortization expense related to such operations and include legal settlement costs associated with one of the entities transitioned to Ensign.

    During January 2022, affiliates of the Company entered into Transfer Agreements with affiliates of Ensign, providing for the transfer of the operations of certain senior living communities (the “Transaction”) from affiliates of the Company to affiliates of Ensign. The closing of the Transaction was completed in two phases with the transfer of two operations on March 1, 2022 and the remainder transferred on April 1, 2022. The amount above represents the net impact on revenue and cost of service attributable to all of the transferred entities. The amounts reported exclude rent and depreciation and amortization expense related to such operations.
    (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. The amounts reported for the nine months ended September 30, 2022 include certain costs identified as redundant or non-recurring incurred by the Company for services provided by Ensign under the Transition Services Agreement, and were included in general and administrative expense.


    The table below reconcile Segment Adjusted EBITDAR from Operations to Segment Adjusted EBITDA from Operations for each reportable segment for the periods presented:


     Three Months Ended September 30,
     Home Health and Hospice Senior Living
      2023   2022   2023   2022 
            
    Segment Adjusted EBITDAR from Operations$17,271  $15,380  $11,473  $9,370 
    Less: Rent—cost of services 1,439   1,262   8,567   8,129 
    Rent related to start-up and transitioning operations (72)  (90)  (167)  (225)
    Segment Adjusted EBITDA from Operations$15,904  $14,208  $3,073  $1,466 


     Nine Months Ended September 30,
     Home Health and Hospice Senior Living
      2023   2022   2023   2022 
            
    Segment Adjusted EBITDAR from Operations$47,364  $45,056  $33,394  $27,573 
    Less: Rent—cost of services 4,136   3,765   25,303   24,755 
    Rent related to start-up and transitioning operations (248)  (161)  (793)  (1,173)
    Segment Adjusted EBITDA from Operations$43,476  $41,452  $8,884  $3,991 
     


    Discussion of Non-GAAP Financial Measures

    EBITDA consists of net income before (a) interest expense, net, (b) (benefits) provisions for income taxes, and (c) depreciation and amortization. Adjusted EBITDA consists of net income attributable to the Company before (a) (benefits) provisions for income taxes, (b) depreciation and amortization, (c) costs incurred for start-up operations, including rent and excluding depreciation, interest and income taxes, (d) share-based compensation expense, (e) non-capitalizable acquisition related costs and credit allowances, (f) net costs associated with transitioning operations, (g) usual or non-recurring charges and (h) net income attributable to noncontrolling interest. Consolidated Adjusted EBITDAR is a valuation measure applicable to current periods only and consists of net income attributable to the Company before (a) interest expense, net, (b) (benefits) provisions for income taxes, (c) depreciation and amortization, (d) rent-cost of services, (e) costs incurred for start-up operations, excluding rent, depreciation, interest and income taxes, (f) share-based compensation expense, (g) acquisition related costs and and credit allowances, (h) redundant or non-recurring transition services costs, (i) costs associated with transitioning operations, (j) usual or non-recurring charges and (j) net income attributable to noncontrolling interest. The company believes that the presentation of EBITDA, adjusted EBITDA, consolidated adjusted EBITDAR, adjusted net income and adjusted earnings per share provides important supplemental information to management and investors to evaluate the company’s operating performance. The company believes disclosure of adjusted net income, adjusted net income per share, EBITDA, adjusted EBITDA and consolidated adjusted EBITDAR has economic substance because the excluded revenues and expenses are infrequent in nature and are variable in nature, or do not represent current revenues or cash expenditures. A material limitation associated with the use of these measures as compared to the GAAP measures of net income and diluted earnings per share is that they may not be comparable with the calculation of net income and diluted earnings per share for other companies in the company's industry. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures. For further information regarding why the company believes that this non-GAAP measure provides useful information to investors, the specific manner in which management uses this measure, and some of the limitations associated with the use of this measure, please refer to the company's periodic filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The company’s periodic filings are available on the SEC's website at www.sec.gov or under the "Financial Information" link of the Investor Relations section on Pennant’s website at http://www.pennantgroup.com.


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