ENSIGN GROUP, INC 10-Q

Item 1. FINANCIAL STATEMENTS THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par values) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 419,974 $ 316,270 Accounts receivable—less allowance for doubtful accounts of $ 9,281 and $ 7,802 at June 30, 2023 and December 31, 2022, respectively 446,025 408,432 Investments—current 20,018 15,441 Prepaid expenses and other current assets 41,618 40,982 Total current assets 927,635 781,125 Property and equipment, net 1,008,744 992,010 Right-of-use assets 1,771,936 1,450,995 Insurance subsidiary deposits and investments 85,770 67,652 Deferred tax assets 39,596 39,643 Restricted and other assets 35,534 37,291 Intangible assets, net 6,272 6,437 Goodwill 76,869 76,869 TOTAL ASSETS $ 3,952,356 $ 3,452,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 78,207 $ 77,087 Accrued wages and related liabilities 287,173 289,810 Lease liabilities—current 78,733 65,796 Accrued self-insurance liabilities—current 49,907 48,187 Other accrued liabilities 121,086 97,309 Current maturities of long-term debt 3,883 3,883 Total current liabilities 618,989 582,072 Long-term debt—less current maturities 147,401 149,269 Long-term lease liabilities—less current portion 1,657,782 1,355,113 Accrued self-insurance liabilities—less current portion 92,794 83,495 Other long-term liabilities 41,997 33,273 TOTAL LIABILITIES $ 2,558,963 $ 2,203,222 Commitments and contingencies (Notes 15, 17 and 19) EQUITY Ensign Group, Inc. stockholders' equity: Common stock: $ 0.001 par value; 150,000 , 59,583 and 56,193 shares authorized, shares issued and outstanding at June 30, 2023, respectively, and 100,000 , 59,029 and 55,661 shares authorized, shares issued and outstanding at December 31, 2022, respectively 60 59 Additional paid-in capital 440,532 415,560 Retained earnings 1,063,738 946,339 Common stock in treasury, at cost, 3,390 and 3,368 shares at June 30, 2023 and December 31, 2022, respectively ( 116,555 ) ( 114,626 ) Total Ensign Group, Inc. stockholders' equity 1,387,775 1,247,332 Non-controlling interest 5,618 1,468 Total equity $ 1,393,393 $ 1,248,800 TOTAL LIABILITIES AND EQUITY $ 3,952,356 $ 3,452,022 See accompanying notes to condensed consolidated financial statements. 1 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except per share data) REVENUE Service revenue $ 916,101 $ 728,347 $ 1,798,019 $ 1,437,503 Rental revenue 5,244 4,139 10,167 8,428 TOTAL REVENUE $ 921,345 $ 732,486 $ 1,808,186 $ 1,445,931 Expense: Cost of services 722,685 563,641 1,419,011 1,119,282 Rent—cost of services 49,760 37,228 96,397 72,990 General and administrative expense 53,430 38,527 105,321 76,783 Depreciation and amortization 17,596 14,858 34,708 29,534 TOTAL EXPENSES 843,471 654,254 1,655,437 1,298,589 Income from operations 77,874 78,232 152,749 147,342 Other income (expense): Interest expense ( 2,023 ) ( 2,688 ) ( 4,059 ) ( 4,756 ) Other income (expense) 5,202 ( 2,587 ) 10,745 ( 3,403 ) Other income (expense), net 3,179 ( 5,275 ) 6,686 ( 8,159 ) Income before provision for income taxes 81,053 72,957 159,435 139,183 Provision for income taxes 16,963 15,154 35,376 31,292 NET INCOME 64,090 57,803 124,059 107,891 Less: Net income (loss) attributable to noncontrolling interests 97 112 214 ( 140 ) Net income attributable to The Ensign Group, Inc. $ 63,993 $ 57,691 $ 123,845 $ 108,031 NET INCOME PER SHARE ATTRIBUTABLE TO THE ENSIGN GROUP INC. Basic $ 1.15 $ 1.05 $ 2.23 $ 1.97 Diluted $ 1.12 $ 1.01 $ 2.17 $ 1.90 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 55,611 54,906 55,456 54,788 Diluted 57,260 56,853 57,190 56,862 See accompanying notes to condensed consolidated financial statements. 2 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Non-Controlling Interest (In thousands) Shares Amount Shares Amount Total BALANCE - JANUARY 1, 2023 55,661 $ 59 $ 415,560 $ 946,339 3,368 $ ( 114,626 ) $ 1,468 $ 1,248,800 Issuance of common stock to employees and directors resulting from the exercise of stock options 145 1 2,653 — — — — 2,654 Issuance of restricted stock, net of forfeitures 102 — 5,068 — — — — 5,068 Shares of common stock used to satisfy tax withholding obligations ( 1 ) — — — 1 ( 20 ) — ( 20 ) Dividends declared ($ 0.0575 per share) — — — ( 3,215 ) — — — ( 3,215 ) Employee stock award compensation — — 6,573 — — — — 6,573 Acquisition of noncontrolling interest shares — — ( 77 ) — — — — ( 77 ) Net income attributable to noncontrolling interest — — — — — — 117 117 Noncontrolling interests attributable to subsidiary equity plan — — 6 — — — ( 4 ) 2 Net income attributable to the Ensign Group, Inc. — — — 59,852 — — — 59,852 BALANCE - MARCH 31, 2023 55,907 $ 60 $ 429,783 $ 1,002,976 3,369 $ ( 114,646 ) $ 1,581 $ 1,319,754 Issuance of common stock to employees and directors resulting from the exercise of stock options 253 — 5,905 — — — — 5,905 Issuance of restricted stock, net of forfeitures 54 — — — — — — — Shares of common stock used to satisfy tax withholding obligations ( 21 ) — — — 21 ( 1,909 ) — ( 1,909 ) Dividends declared ($ 0.0575 per share) — — — ( 3,231 ) — — — ( 3,231 ) Employee stock award compensation — — 8,881 — — — — 8,881 Acquisition of noncontrolling interest shares — — ( 100 ) — — — — ( 100 ) Net income attributable to noncontrolling interest — — — — — — 97 97 Noncontrolling interests attributable to subsidiary equity plan — — ( 3,937 ) — — — 3,940 3 Net income attributable to the Ensign Group, Inc. — — — 63,993 — — — 63,993 BALANCE - JUNE 30, 2023 56,193 $ 60 $ 440,532 $ 1,063,738 3,390 $ ( 116,555 ) $ 5,618 $ 1,393,393 3 Table of Contents Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Non-Controlling Interest (In thousands) Shares Amount Shares Amount Total BALANCE - JANUARY 1, 2022 55,190 $ 58 $ 369,760 $ 733,992 2,944 $ ( 83,042 ) $ 946 $ 1,021,714 Issuance of common stock to employees and directors resulting from the exercise of stock options 147 — 2,768 — — — — 2,768 Issuance of restricted stock, net of forfeitures 104 — 5,241 — — — — 5,241 Shares of common stock used to satisfy tax withholding obligations — — — — — ( 15 ) — ( 15 ) Dividends declared ($ 0.0550 per share) — — — ( 3,042 ) — — — ( 3,042 ) Employee stock award compensation — — 5,167 — — — — 5,167 Repurchase of common stock (Note 20) ( 133 ) — — — 133 ( 9,882 ) — ( 9,882 ) Acquisition of noncontrolling interest shares — — 245 — — — ( 271 ) ( 26 ) Net loss attributable to noncontrolling interest — — — — — — ( 252 ) ( 252 ) Net income attributable to the Ensign Group, Inc. — — — 50,340 — — — 50,340 BALANCE - MARCH 31, 2022 55,308 $ 58 $ 383,181 $ 781,290 3,077 $ ( 92,939 ) $ 423 $ 1,072,013 Issuance of common stock to employees and directors resulting from the exercise of stock options 223 — 3,303 — — — — 3,303 Issuance of restricted stock, net of forfeitures 38 — — — — — — — Shares of common stock used to satisfy tax withholding obligations ( 20 ) — — — 20 ( 1,687 ) — ( 1,687 ) Dividends declared ($ 0.0550 per share) — — — ( 3,040 ) — — — ( 3,040 ) Employee stock award compensation — — 5,616 — — — — 5,616 Repurchase of common stock (Note 20) ( 271 ) — — — 271 ( 20,000 ) — ( 20,000 ) Issuance of noncontrolling interests through subsidiary equity plan — — 6,693 — — — — 6,693 Net income attributable to noncontrolling interest — — — — — — 112 112 Distribution to noncontrolling interest holder — — — — — — ( 8 ) ( 8 ) Net income attributable to the Ensign Group, Inc. — — — 57,691 — — — 57,691 BALANCE - JUNE 30, 2022 55,278 $ 58 $ 398,793 $ 835,941 3,368 $ ( 114,626 ) $ 527 $ 1,120,693 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, (In thousands) 2023 2022 Cash flows from operating activities: Net income $ 124,059 $ 107,891 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 34,708 29,534 Amortization of deferred financing fees 536 505 Non-cash leasing arrangement 481 240 Write-off of deferred financing fees — 566 Deferred income taxes 47 264 Provision for doubtful accounts 2,250 2,169 Stock-based compensation 15,454 10,783 Cash received from insurance proceeds 750 — Gain on sale of assets — ( 2,567 ) (Gain)/loss on insurance claims, legal adjustments and asset disposals ( 1,567 ) 4,474 Change in operating assets and liabilities Accounts receivable ( 39,433 ) ( 12,852 ) Prepaid income taxes 4,186 ( 10,884 ) Prepaid expenses and other assets ( 516 ) ( 3,996 ) Cash surrender value of life insurance policy premiums ( 12,132 ) ( 5,621 ) Deferred compensation liability 12,170 5,617 Operating lease obligations ( 6,411 ) ( 547 ) Accounts payable 1,020 2,197 Accrued wages and related liabilities ( 991 ) ( 5,162 ) Income taxes payable 25,240 — Other accrued liabilities ( 578 ) ( 7,471 ) Accrued self-insurance liabilities 8,832 14,696 Other long-term liabilities ( 23 ) ( 23 ) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 168,082 $ 129,813 Cash flows from investing activities: Purchase of property and equipment ( 51,614 ) ( 37,082 ) Cash payments for business acquisitions (Note 8) — ( 16,400 ) Cash payments for asset acquisitions (Note 8) ( 399 ) ( 17,492 ) Escrow deposits ( 1,202 ) ( 15,571 ) Cash from insurance proceeds 913 653 Cash proceeds from the sale of assets 18 7,665 Purchases of investments ( 18,425 ) ( 3,518 ) Maturities of investments 7,862 4,780 Other restricted assets 412 369 NET CASH USED IN INVESTING ACTIVITIES $ ( 62,435 ) $ ( 76,596 ) Cash flows from financing activities: Proceeds from debt (Note 15) — 211 Payments on debt (Note 15) ( 1,958 ) ( 1,921 ) Issuance of common stock upon exercise of options 8,559 6,071 Repurchase of shares of common stock to satisfy tax withholding obligations ( 1,929 ) ( 1,702 ) Repurchase of shares of common stock (Note 20) — ( 29,882 ) Dividends paid ( 6,415 ) ( 6,077 ) Proceeds from sale of subsidiary shares (Note 6) — 6,693 Non-controlling interest distribution ( 4 ) ( 8 ) Purchase of non-controlling interest ( 177 ) ( 26 ) Payments of deferred financing costs ( 19 ) ( 3,197 ) NET CASH USED IN FINANCING ACTIVITIES $ ( 1,943 ) $ ( 29,838 ) Net increase in cash and cash equivalents 103,704 23,379 Cash and cash equivalents beginning of period 316,270 262,201 Cash and cash equivalents end of period $ 419,974 $ 285,580 5 Table of Contents Six Months Ended June 30, (In thousands) 2023 2022 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 3,534 $ 3,950 Income taxes $ 6,030 $ 41,905 Lease liabilities $ 95,938 $ 72,919 Non-cash financing and investing activity Accrued capital expenditures $ 5,000 $ 3,800 Right-of-use assets obtained in exchange for new and modified operating lease obligations $ 352,131 $ 194,342 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars, shares and options in thousands, except per share data) 1. DESCRIPTION OF BUSINESS The Company — The Ensign Group, Inc. (collectively, Ensign or the Company), is a holding company with no direct operating assets, employees or revenue. The Company's independent operating subsidiaries provide health care services across the post-acute care continuum and engage in the ownership, acquisition, development and leasing of skilled nursing, senior living and other healthcare-related properties and other ancillary businesses. As of June 30, 2023, the Company's independent operating subsidiaries operated 290 facilities and other ancillary operations located in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. The Company's independent operating subsidiaries have a collective capacity of approximately 29,900 operational skilled nursing beds and 3,000 senior living units. As of June 30, 2023, the Company's independent operating subsidiaries operated 211 facilities under long-term lease arrangements, and had options to purchase 11 of those 211 facilities. The Company's real estate portfolio includes 108 owned real estate properties, which included 79 facilities operated and managed by the Company's independent operating subsidiaries, 29 senior living operations leased to and operated by The Pennant Group, Inc. (Pennant) as part of the spin-off transaction that occurred in 2019, and the Service Center location. Of those 29 senior living operations, one is located on the same real estate property as a skilled nursing facility that the Company owns and operates. Certain of the Company’s wholly owned independent subsidiaries, collectively referred to as the Service Center, provide specific accounting, payroll, human resources, information technology, legal, risk management and other centralized services to the other operating subsidiaries through contractual relationships with such subsidiaries. The Company also has a wholly owned captive insurance subsidiary that provides some claims-made coverage to the Company’s operating subsidiaries for general and professional liabilities, as well as coverage for certain workers’ compensation insurance liabilities. In 2022, the Company formed a captive real estate investment trust (REIT), which owns and manages its real estate business, called Standard Bearer Healthcare REIT, Inc. (Standard Bearer). The Company expects the REIT structure will provide it with an efficient vehicle for future acquisitions of properties that could be operated by Ensign affiliates or other third parties. Refer to Note 6, Standard Bearer for additional information on Standard Bearer. Each of the Company's affiliated operations are operated by separate, wholly owned, independent subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities in this Quarterly Report is not meant to imply, nor should it be construed as meaning that The Ensign Group, Inc. has direct operating assets, employees or revenue, or that any of the subsidiaries, are operated by The Ensign Group, Inc. Other Information — The accompanying condensed consolidated financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 (collectively, the Interim Financial Statements) are unaudited. Certain information and note disclosures normally included in the annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. Readers of the Interim Financial Statements should refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022 which are included in the Company’s Annual Report on Form 10-K, File No. 001-33757 (the Annual Report) filed with the Securities and Exchange Commission (SEC). Management believes that the Interim Financial Statements reflect all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations in all material respects. The results of operations presented in the Interim Financial Statements are not necessarily representative of operations for the entire year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or stockholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions and balances 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 Ensign Group, Inc. and the noncontrolling interests in its condensed consolidated statements of income. The Interim Financial Statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest. 7 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Estimates and Assumptions — The preparation of the Interim Financial Statements in conformity with GAAP requires management to make 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 Company’s Interim Financial Statements relate to revenue, acquired property and equipment, intangible assets and goodwill, right-of-use assets, impairment of long-lived assets, lease liabilities, general and professional liabilities, workers' compensation and healthcare claims included in accrued self-insurance liabilities and income taxes. Actual results could differ from those estimates. Fair Value of Financial Instruments — The Company’s financial instruments consist principally of cash and cash equivalents, debt security investments, accounts receivable, insurance subsidiary deposits, deferred compensation investment funds, equity investments, accounts payable and borrowings. The Company believes all of the financial instruments’ recorded values approximate fair values because of their nature or respective short durations. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. See Note 5., Fair Value Measurements for additional information. Service Revenue Recognition — The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The Company's service revenue is derived primarily from providing healthcare services to its patients. Revenue is recognized when services are provided to patients at the amount that reflects the consideration that the Company expects to be entitled from patients and third-party payors, including Medicaid, Medicare and insurers (private and Medicare replacement plans), in exchange for providing patient care. The healthcare services provided pursuant to skilled 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. Additionally, there may be ancillary services that are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered. Revenue recognized from healthcare services are adjusted for estimates of variable consideration to arrive at the transaction price. The Company determines the transaction price based on contractually agreed-upon amounts or rate on a per day basis, adjusted for estimates of variable consideration. The Company uses the expected value method in determining the variable component that should be used to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The amount of variable consideration that is included in the transaction price may be constrained, and is included in net revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such variances become known. Rental Revenue Recognition — The Company's rental revenues are primarily generated by leasing healthcare-related properties through triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. Revenue for operating leases is recognized on a straight-line basis over the lease term when collectability of all minimum lease payments is probable in accordance with FASB ASC Topic 842, Leases (ASC 842). The Company has elected the single component practical expedient, which allows a lessor, by class of underlying asset, not to allocate the total consideration to the lease and non-lease components based on their relative stand-alone selling prices where certain criteria are met. Tenant reimbursements related to property taxes and insurance are neither considered lease nor non-lease components under the new lease standards. Lessee payments for taxes and insurance paid directly to a third party, on behalf of the Company, are excluded from variable lease payments and rental revenue in the Company’s condensed consolidated statements of income. Otherwise, tenant reimbursements for taxes and insurance that are paid by the Company directly to a third party are classified as additional rental revenue and expense and recognized by the Company on a gross basis. Accounts Receivable — Accounts receivable consist primarily of amounts due from Medicare and Medicaid programs, other government programs, managed care health plans and private payor sources, net of estimates for variable consideration. 8 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Property and Equipment — Property and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets (ranging from three to 59 years). Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term. Leases and Leasehold Improvements — The Company leases skilled nursing facilities, senior living facilities and commercial office space. The Company determines if an arrangement is a lease and performs an evaluation to determine whether the lease should be classified as an operating or finance lease at the inception of the lease. As of June 30, 2023, the Company has one financing lease that is not material to the condensed consolidated balance sheets. Rights and obligations of these leases are included as right-of-use assets, current lease liabilities and long-term lease liabilities on the Company's condensed consolidated balance sheets. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future lease payments. The Company utilized a third-party valuation specialist to assist in estimating the incremental borrowing rate. The Company records rent expense for operating leases on a straight-line basis over the term of the lease. The lease term used for straight-line rent expense is calculated from the date the Company is given control of the leased premises through the end of the lease term. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The lease term used for this evaluation also provides the basis for establishing depreciable lives for buildings subject to lease and leasehold improvements. The Company's real estate leases generally have initial lease terms of ten years or more and typically include one or more options to renew, with renewal terms that generally extend the lease term for an additional ten to 15 years. Exercise of the renewal options is generally subject to the satisfaction of certain conditions which vary by contract and generally follow payment terms that are consistent with those in place during the initial term. The Company reassesses the renewal option using a "reasonably certain" threshold, which is understood to be a high threshold. For leases where the Company is reasonably certain to exercise its renewal option, the option periods are included within the lease term and, therefore, the measurement of the right-of-use asset and lease liability. The Company's leases generally contain annual escalation clauses that are either fixed or variable in nature, some of which are dependent upon published indices. The Company recognizes lease expense for leases with an initial term of 12 months or less on a straight-line basis over the lease term. These leases are not recorded on the condensed consolidated balance sheets. Certain of the Company's lease agreements include rental payments that are adjusted periodically for inflation. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company subleases skilled nursing facilities to third-party operators and considers the subleases to be separate contracts because the Company is not relieved of its primary obligation under its operating lease. The rental income from third-parties related to these subleases is presented on a gross basis from the rent expense associated with the Company's lease obligations and is not material to the condensed consolidated statements of income. Impairment of Long-Lived Assets — The Company reviews the carrying value of long-lived assets that are held and used in the Company’s operating subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon expected undiscounted future net cash flows from the operating subsidiaries to which the assets relate, utilizing management’s best estimate, appropriate assumptions, and projections at the time. If the carrying value is determined to be unrecoverable from future operating cash flows, the asset is deemed impaired and an impairment loss would be recognized to the extent the carrying value exceeded the estimated fair value of the asset. The Company estimates the fair value of assets based on the estimated future discounted cash flows of the asset. Management has evaluated its long-lived assets and determined there was no impairment during the three and six months ended June 30, 2023 and 2022. Intangible Assets and Goodwill — Definite-lived intangible assets consist primarily of patient base, facility trade names and customer relationships. Patient base is amortized over a period of four to eight months , depending on the classification of the patients and the level of occupancy in a new acquisition on the acquisition date. Trade names at affiliated facilities are amortized over 30 years and customer relationships are amortized over a period of up to 20 years. The Company's indefinite-lived intangible assets consist of trade names and Medicare and Medicaid licenses. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. 9 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to annual testing for impairment. In addition, goodwill is tested for impairment if events occur or circumstances indicate that its carrying value may not be recoverable. The Company performs its annual test for impairment during the fourth quarter of each year. Management has evaluated its intangible assets and determined there was no impairment during the three and six months ended June 30, 2023 and 2022. Self-Insurance — The Company is partially self-insured for general and professional liability claims up to a base amount per claim (the self-insured retention) with an aggregate, one-time deductible above this limit. Losses beyond these amounts are insured through third-party policies with coverage limits per claim, per location and on an aggregate basis for the Company. The combined self-insured retention is $ 500 per claim, subject to an additional one-time deductible of $ 1,250 for California affiliated operations and a separate, one-time, deductible of $ 1,250 for non-California operations. For all affiliated operations, except those located in Colorado, the third-party coverage above these limits is $ 1,000 per claim, $ 3,000 per operation, with a $ 5,000 blanket aggregate limit and an additional state-specific aggregate where required by state law. In Colorado, the third-party coverage above these limits is $ 1,000 per claim and $ 3,000 per operation, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The majority of the self-insured retention and deductible limits for general and professional liabilities and workers' compensation liabilities are self-insured through the captive insurance subsidiary, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The captive insurance subsidiary is subject to certain statutory requirements as an insurance provider. The Company’s policy is to accrue amounts equal to the actuarial estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $ 87,521 and $ 79,781 as of June 30, 2023 and December 31, 2022, respectively. The Company’s operating subsidiaries are self-insured for workers’ compensation liabilities in California. To protect itself against loss exposure in California with this policy, the Company has purchased individual specific excess insurance coverage that insures individual claims that exceed $ 625 per occurrence. In Texas, the operating subsidiaries have elected non-subscriber status for workers’ compensation claims and the Company has purchased individual stop-loss coverage that insures individual claims that exceed $ 750 per occurrence. The Company’s operating subsidiaries in all other states, with the exception of Washington, are under a loss sensitive plan that insures individual claims that exceed $ 350 per occurrence. In the state of Washington, the Company is self-insured and has purchased individual specific excess insurance coverage that insures individual claims that exceed $ 500 per occurrence. For all of the self-insured plans and retention, the Company accrues amounts equal to the estimated costs to settle open claims, as well as an estimate of the cost of claims that have been incurred but not reported. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $ 27,918 and $ 27,301 as of June 30, 2023 and December 31, 2022, respectively. In addition, the Company has recorded an asset and corresponding liability of $ 12,699 and $ 10,512 as of June 30, 2023 and December 31, 2022, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 12, Restricted and Other Assets. The Company self-funds medical (including prescription drugs) and dental healthcare benefits to the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $ 525 for each covered person for fiscal year 2023. As of June 30, 2023 and December 31, 2022, the Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $ 14,563 and $ 14,088 , respectively. 10 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. The amount of the Company’s reserves was determined based on an estimation process that uses information obtained from both company-specific and industry data. This estimation process requires the Company to continuously monitor and evaluate the life cycle of the claims. Using data obtained from this monitoring and the Company’s assumptions about emerging trends, the Company, with the assistance of an independent actuary, develops information about the size of ultimate claims based on the Company’s historical experience and other available industry information. The most significant assumptions used in the estimation process include determining the trend in costs, the expected cost of claims incurred but not reported and the expected costs to settle or pay damage awards with respect to unpaid claims. The self-insured liabilities are based upon estimates, and while management believes that the estimates of loss are reasonable, the ultimate liability may be in excess of or less than the recorded amounts. Due to the inherent volatility of actuarially determined loss estimates, it is reasonably possible that the Company could experience changes in estimated losses that could be material to net income. If the Company’s actual liabilities exceed its estimates of losses, its future earnings, cash flows and financial condition would be adversely affected. Income Taxes — Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates in effect when such temporary differences are expected to reverse. The Company generally expects to fully utilize its deferred tax assets; however, when necessary, the Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. In determining the need for a valuation allowance or the need for and magnitude of liabilities for uncertain tax positions, the Company makes certain estimates and assumptions. These estimates and assumptions are based on, among other things, knowledge of operations, markets, historical trends and likely future changes and, when appropriate, the opinions of advisors with knowledge and expertise in certain fields. Due to certain risks associated with the Company’s estimates and assumptions, actual results could differ. Standard Bearer intends to qualify and elect to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2022. Standard Bearer believes it has been organized, has operated and intends to continue to operate in a manner to qualify for taxation as a REIT. In order to qualify as a REIT, Standard Bearer must meet certain organizational and operational requirements, including a requirement to distribute to its shareholders, which in this case is the Company, at least 90% of its annual taxable income. As a REIT, Standard Bearer generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its shareholders. If Standard Bearer fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Noncontrolling Interest — The noncontrolling interest in a subsidiary is initially recognized at estimated fair value on the acquisition date and is presented within total equity in the Company's condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its condensed consolidated statements of income. Net income per share is calculated based on net income attributable to The Ensign Group, Inc.'s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. Stock-Based Compensation — The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors including employee stock options based on estimated fair values, ratably over the requisite service period of the award. Net income has been reduced as a result of the recognition of the fair value of all stock options and restricted stock awards issued, the amount of which is contingent upon the number of future grants and other variables. 3. REVENUE AND ACCOUNTS RECEIVABLE Disaggregation of Revenue The Company disaggregates revenue from contracts with its patients by payors. The Company determines 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. 11 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Revenue by Payor The Company’s revenue is derived primarily from providing healthcare services to patients and is recognized on the date services are provided at amounts billable to individual patients, adjusted for estimates for variable consideration. For patients under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts or rates, adjusted for estimates for variable consideration, on a per patient, daily basis or as services are performed. Revenue from the Medicare and Medicaid programs accounted for 73.1 % and 73.2 % for the three and six months ended June 30, 2023, respectively, and 73.4 % for both the three and six months ended June 30, 2022. Settlements with Medicare and Medicaid payors for retroactive adjustments due to audits and reviews are considered variable consideration and are included in the determination of the estimated transaction price. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity. Consistent with healthcare industry practices, any changes to these revenue estimates are recorded in the period the change or adjustment becomes known based on the final settlement. The Company recorded adjustments to revenue which were not material to the Company's revenue for the three and six months ended June 30, 2023 and 2022. Service revenue for the three and six months ended June 30, 2023 and 2022 is summarized in the following tables: Three Months Ended June 30, 2023 2022 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 359,781 39.3 % $ 294,128 40.4 % Medicare 248,081 27.1 190,494 26.2 Medicaid — skilled 62,015 6.7 49,763 6.8 Total Medicaid and Medicare 669,877 73.1 534,385 73.4 Managed care 161,101 17.6 128,587 17.7 Private and other (2) 85,123 9.3 65,375 8.9 SERVICE REVENUE $ 916,101 100.0 % $ 728,347 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2023 2022 Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 700,045 38.9 % $ 560,476 39.0 % Medicare 495,804 27.6 398,905 27.7 Medicaid — skilled 119,942 6.7 95,712 6.7 Total Medicaid and Medicare 1,315,791 73.2 1,055,093 73.4 Managed care 317,764 17.7 256,373 17.8 Private and other (2) 164,464 9.1 126,037 8.8 SERVICE REVENUE $ 1,798,019 100.0 % $ 1,437,503 100.0 % (1) Medicaid payor includes revenue for senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. In addition to the service revenue above, the Company's rental revenue derived from triple-net lease arrangements with third parties is $ 5,244 and $ 10,167 , respectively, for the three and six months ended June 30, 2023 and $ 4,139 and $ 8,428 , respectively, for the three and six months ended June 30, 2022. State relief funding The Company receives state relief funding through Medicaid programs from various states, including healthcare relief funding under the American Rescue Plan Act (ARPA), increases in the Federal Medical Assistance Percentage (FMAP) under the Families First Coronavirus Response Act (FFCRA) 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. 12 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Revenues from these additional payments are recognized in accordance with ASC 606, subject to variable consideration constraints. In certain operations where the Company received additional payments that exceeded expenses incurred related to the specific qualifiers, and additional expenses are required for recognition. Accordingly, the amount of state relief revenue recognized is limited to the actual related expenses incurred. As of June 30, 2023 and December 31, 2022, the Company had $ 1,034 and $ 1,001 in unapplied state relief funds, respectively. During the three and six months ended June 30, 2023, the Company received $ 17,580 and $ 44,844 in state relief funding and recognized $ 18,453 and $ 44,811 , respectively, as revenue. During the three and six months ended June 30, 2022, the Company received $ 27,345 and $ 44,662 in state relief funding and recognized $ 24,489 and $ 42,088 , respectively, as revenue. Balance Sheet Impact Included in the Company’s condensed consolidated balance sheets are contract balances, 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. The Company had no material contract liabilities and contract assets as of June 30, 2023 and December 31, 2022, or activity during the three and six months ended June 30, 2023 and 2022. Accounts receivable as of June 30, 2023 and December 31, 2022, is summarized in the following table: June 30, 2023 December 31, 2022 Medicaid $ 173,443 $ 157,878 Managed care 107,376 95,940 Medicare 77,717 76,526 Private and other payors 96,770 85,890 455,306 416,234 Less: allowance for doubtful accounts ( 9,281 ) ( 7,802 ) ACCOUNTS RECEIVABLE, NET $ 446,025 $ 408,432 4. COMPUTATION OF NET INCOME PER COMMON SHARE Basic net income per share is computed by dividing income from operations attributable to stockholders of The Ensign Group, Inc. 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. A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 NUMERATOR: Net income $ 64,090 $ 57,803 $ 124,059 $ 107,891 Less: net income (loss) attributable to noncontrolling interests 97 112 214 ( 140 ) Net income attributable to The Ensign Group, Inc. $ 63,993 $ 57,691 $ 123,845 $ 108,031 DENOMINATOR: Weighted average shares outstanding for basic net income per share 55,611 54,906 55,456 54,788 Basic net income per common share: $ 1.15 $ 1.05 $ 2.23 $ 1.97 13 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 NUMERATOR: Net income $ 64,090 $ 57,803 $ 124,059 $ 107,891 Less: net income (loss) attributable to noncontrolling interests 97 112 214 ( 140 ) Net income attributable to The Ensign Group, Inc. $ 63,993 $ 57,691 $ 123,845 $ 108,031 DENOMINATOR: Weighted average common shares outstanding 55,611 54,906 55,456 54,788 Plus: incremental shares from assumed conversion (1) 1,649 1,947 1,734 2,074 Adjusted weighted average common shares outstanding 57,260 56,853 57,190 56,862 Diluted net income per common share: $ 1.12 $ 1.01 $ 2.17 $ 1.90 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 1,419 and 1,317 for th e three and six months ended June 30, 2023, respectively, and 789 and 697 for the three and six months ended June 30, 2022, respectivel y. 5. FAIR VALUE MEASUREMENTS The Company's financial assets include the captive insurance subsidiary's deposits and investments designated to support long-term insurance subsidiary liabilities and are carried at a cost basis of $ 59,417 and $ 53,924 as of June 30, 2023 and December 31, 2022, respectively. Also included are contracts insuring the lives of certain employees who are eligible to participate in non-qualified deferred compensation plans that are held in a rabbi trust. The cash surrender value of these contracts is based on funds that shadow the investment allocations specified by participants in the deferred compensation plan. As of June 30, 2023, and December 31, 2022, the adjusted cost basis of the investment funds was $ 37,276 and $ 25,144 , respectively. As of June 30, 2023 and December 31, 2022, the cost basis of the Company's financial assets included in the captive insurance subsidiary's investments and deferred compensation plan investment funds are considered to approximate the fair value of these financial assets and are derived using Level 2 inputs. Additionally, the Company has other investments where the fair value is derived using Level 3 inputs which are not material. The Company believes its investments that were in an unrealized loss position as of June 30, 2023 and December 31, 2022 do not require an allowance for expected credit losses, nor has any event occurred through the filing date of this report that would indicate differently. The Company's non-financial assets, which includes goodwill, intangible assets, property and equipment and right-of-use assets, are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, the Company assesses its long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value. 6. STANDARD BEARER Standard Bearer's real estate portfolio consists of 103 of the Company's 108 owned real estate properties, of which 75 are operated and managed by the Company and 29 are leased to and operated by Pennant. Of those 29 senior living operations, one is located on the same real estate property as a skilled nursing facility that the Company owns and operates. Standard Bearer intends to qualify and elect to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2022. Standard Bearer did not have any real estate acquisitions during the six months ended June 30, 2023 . During the six months ended June 30, 2022, Standard Bearer acquired the real estate of two skilled nursing facilities for a purchase price of $ 17,412 . Refer to Note 8, Operation Expansions , for additional information. As part of the formation of Standard Bearer, certain of the Company's operating subsidiaries, Standard Bearer and Standard Bearer's subsidiaries entered into several agreements that include leasing, management services and debt arrangements between the operations . All intercompany transactions have been eliminated in consolidation. Refer to Note 7, Business Segments , for additional information related to these intercompany eliminations as well as Standard Bearer as a reportable segment. 14 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Intercompany master lease agreements Certain of the Company's operating subsidiaries and the 75 Standard Bearer subsidiaries entered into five "triple-net" master lease agreements (collectively, the Standard Bearer Master Leases). The lease periods range from 15 to 19 years with three five-year renewal options beyond the initial term, on the same terms and conditions. The rent structure under the Standard Bearer Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero ) or (2) 2.5 %. In addition to rent, the operating subsidiaries are required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties; (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 facility 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. Rental revenue generated from Ensign affiliated operations was $ 16,128 and $ 32,059 , respectively, for the three and six months ended June 30, 2023 and $ 13,894 and $ 27,319 , respectively, for the three and six months ended June 30, 2022. Intercompany management agreement Standard Bearer has no employees. The Service Center provides personnel and services to Standard Bearer pursuant to the management agreement between Standard Bearer and the Service Center. The management agreement provides for a base management fee that is equal to 5 % of total rental revenue and an incentive management fee that is equal to 5 % of funds from operations (FFO) and is capped at 1 % of total rental revenue, for a total of 6 %. Management fee generated between Standard Bearer and the Service Center for the three and six months ended June 30, 2023 was $ 1,195 and $ 2,377 , respectively. Management fees generated between Standard Bearer and the Service Center for the three and six months ended June 30, 2022 was $ 1,056 and $ 2,078 , respectively. Intercompany debt arrangements Standard Bearer obtains its funding through various sources including operating cash flows, access to debt arrangements and intercompany loans. The intercompany debt arrangements include mortgage loans and the Credit Facility to fund acquisitions and working capital needs. The interest rate under the Amended Credit Agreement is a base rate plus a margin ranging from 0.25 % to 1.25 % per annum or SOFR plus a margin range from 1.25 % to 2.25 % per annum. In addition, as the Department of Housing and Urban Development (HUD) mortgage loans and promissory note are entered into by real estate subsidiaries of Standard Bearer, the interest expense incurred from these debts are included in Standard Bearer's segment income. Refer to Note 15, Debt , for additional information related to these debts. Equity Instrument Denominated in the Shares of a Subsidiary As part of the formation of Standard Bearer in January of 2022, the Company established the Standard Bearer Healthcare REIT, Inc. 2022 Omnibus Incentive Plan (Standard Bearer Equity Plan). The Company may grant stock options and restricted stock awards under the Standard Bearer Equity Plan to employees and management of Ensign's affiliated subsidiaries. These awards generally vest over a period of five years or upon the occurrence of certain prescribed events. The value of the stock options and restricted stock awards is tied to the value of the common stock of Standard Bearer, which is determined based on an independent valuation of Standard Bearer. The awards can be put to Standard Bearer at various prescribed dates, which in no event is earlier than six months after vesting of the restricted awards or exercise of the stock options. The Company can also call the awards, generally upon employee termination. In the second quarter of 2022, Standard Bearer sold fully vested common shares from the Standard Bearer Equity Plan to shareholders for cash of $ 6,544 . During the six months ended June 30, 2023 and 2022, the Company did not grant any stock options nor restricted shares under the Standard Bearer Equity Plan. Also in the second quarter of 2022, Standard Bearer established shareholders of its preferred shares through contributions of cash of $ 149 . These preferred shares were fully vested at the time of the contributions by the shareholders. The value of Standard Bearer common and preferred shares held by the Company are eliminated in consolidation and the value held by other shareholders are classified as noncontrolling interests on the Company's consolidated balance sheets. 15 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 7. BUSINESS SEGMENTS The Company has two reportable segments: (1) skilled services, which includes the operation of skilled nursing facilities and rehabilitation therapy services and (2) Standard Bearer, which is comprised of selected real estate properties owned by Standard Bearer and leased to skilled nursing and senior living operators. As of June 30, 2023, the skilled services segment includes 253 skilled nursing operations and 26 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. The Company's Standard Bearer segment consists of 103 owned real estate properties. The Company also reports an “All Other” category that includes results from its senior living operations, which includes eleven stand-alone senior living operations and the senior living operations at 26 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. In addition, the "All Other" category includes mobile diagnostics, medical transportation, other real estate and other ancillary operations. Services included in the “All Other” category are insignificant individually, and therefore do not constitute a reportable segment. The Company’s reportable segments are significant operating segments that offer differentiated services. The Company's CODM reviews financial information for each operating segment to evaluate performance and allocate capital resources. This structure reflects its current operational and financial management and provides the best structure to maximize the quality of care and investment strategy provided, while maintaining financial discipline. The Company's CODM does not review assets by segment in his resource allocation and therefore assets by segment are not disclosed below. The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies . Intercompany revenue is eliminated in consolidation, along with corresponding intercompany expenses. Segment income and loss is defined as profit or loss from operations before provision for income taxes, excluding gain or loss from sale of real estate, real estate insurance recoveries and losses and impairment charges from operations. Included in segment income for Standard Bearer is expense for intercompany services provided by the Service Center as described in Note 6, Standard Bearer , as it is part of the CODM financial information. The following tables set forth financial information for the segments: Three Months Ended June 30, 2023 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 884,200 $ — $ 35,535 $ ( 3,634 ) $ 916,101 Rental revenue (3) — 19,914 2,819 ( 17,489 ) 5,244 TOTAL REVENUE $ 884,200 $ 19,914 $ 38,354 $ ( 21,123 ) $ 921,345 Segment income (loss) 117,008 7,133 ( 42,988 ) — 81,153 Loss on real estate insurance recoveries ( 100 ) Income before provision for income taxes $ 81,053 Depreciation and amortization 9,417 6,133 2,046 — 17,596 Interest expense (4) $ — $ 4,575 $ 304 $ ( 2,856 ) $ 2,023 (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) All Other rental revenue includes rental revenue associated with the Company's subleases to third parties of $ 1,063 for the three months ended June 30, 2023. Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. Intercompany interest expense is eliminated in the "Intercompany Elimination" column. 16 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Three Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 702,478 $ — $ 28,787 $ ( 2,918 ) $ 728,347 Rental revenue (3) — 17,598 1,832 ( 15,291 ) 4,139 TOTAL REVENUE $ 702,478 $ 17,598 $ 30,619 $ ( 18,209 ) $ 732,486 Segment income (loss) 102,266 6,838 ( 38,614 ) — 70,490 Gain on sale of assets 2,467 Income before provision for income taxes $ 72,957 Depreciation and amortization 8,113 5,216 1,529 — 14,858 Interest expense (4) $ — $ 3,743 $ 889 $ ( 1,944 ) $ 2,688 (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. Intercompany interest expense is eliminated in the "Intercompany Elimination" column. Six Months Ended June 30, 2023 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,735,123 $ — $ 70,068 $ ( 7,172 ) $ 1,798,019 Rental revenue (3) — 39,631 5,382 ( 34,846 ) 10,167 TOTAL REVENUE $ 1,735,123 $ 39,631 $ 75,450 $ ( 42,018 ) $ 1,808,186 Segment income (loss) 230,353 14,352 ( 85,170 ) — 159,535 Loss on real estate insurance recoveries ( 100 ) Income before provision for income taxes $ 159,435 Depreciation and amortization 18,481 12,099 4,128 — 34,708 Interest expense (4) $ — $ 9,144 $ 615 $ ( 5,700 ) $ 4,059 (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) All Other rental revenue includes rental revenue associated with the Company's subleases to third parties of $ 1,771 for the six months ended June 30, 2023. Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. Intercompany interest expense is eliminated in the "Intercompany Elimination" column. Six Months Ended June 30, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,389,249 $ — $ 54,254 $ ( 6,000 ) $ 1,437,503 Rental revenue (3) — 34,791 3,695 ( 30,058 ) 8,428 TOTAL REVENUE $ 1,389,249 $ 34,791 $ 57,949 $ ( 36,058 ) $ 1,445,931 Segment income (loss) 200,522 13,738 ( 77,544 ) — 136,716 Gain on sale of assets 2,467 Income before provision for income taxes $ 139,183 Depreciation and amortization 16,014 10,237 3,283 — 29,534 Interest expense $ — $ 7,305 $ 1,247 $ ( 3,796 ) $ 4,756 17 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's affiliated wholly owned healthcare facilities. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. (4) Included in interest expense in Standard Bearer is interest expense incurred from intercompany debt arrangements between Standard Bearer and The Ensign Group, Inc. Intercompany interest expense is eliminated in the "Intercompany Elimination" column. Service revenue by major payor source were as follows: Three Months Ended June 30, 2023 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 352,380 $ 7,401 $ 359,781 39.3 % Medicare 248,081 — 248,081 27.1 Medicaid-skilled 62,015 — 62,015 6.7 Subtotal 662,476 7,401 669,877 73.1 Managed care 161,101 — 161,101 17.6 Private and other (2) 60,623 24,500 85,123 9.3 TOTAL SERVICE REVENUE $ 884,200 $ 31,901 $ 916,101 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Three Months Ended June 30, 2022 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 287,827 $ 6,301 $ 294,128 40.4 % Medicare 190,494 — 190,494 26.2 Medicaid-skilled 49,763 — 49,763 6.8 Subtotal 528,084 6,301 534,385 73.4 Managed care 128,587 — 128,587 17.7 Private and other (2) 45,807 19,568 65,375 8.9 TOTAL SERVICE REVENUE $ 702,478 $ 25,869 $ 728,347 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. Six Months Ended June 30, 2023 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 685,825 $ 14,220 $ 700,045 38.9 % Medicare 495,804 — 495,804 27.6 Medicaid-skilled 119,942 — 119,942 6.7 Subtotal 1,301,571 14,220 1,315,791 73.2 Managed care 317,764 — 317,764 17.7 Private and other (2) 115,788 48,676 164,464 9.1 TOTAL SERVICE REVENUE $ 1,735,123 $ 62,896 $ 1,798,019 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. 18 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Six Months Ended June 30, 2022 Skilled Services Other Service Revenue Total Service Revenue Revenue % Medicaid (1) $ 549,414 $ 11,062 $ 560,476 39.0 % Medicare 398,905 — 398,905 27.7 Medicaid-skilled 95,712 — 95,712 6.7 Subtotal 1,044,031 11,062 1,055,093 73.4 Managed care 256,373 — 256,373 17.8 Private and other (2) 88,845 37,192 126,037 8.8 TOTAL SERVICE REVENUE $ 1,389,249 $ 48,254 $ 1,437,503 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to state relief funding. (2) Private and other payors also includes revenue from senior living operations and all payors generated in other ancillary services. 8. OPERATION EXPANSIONS The Company's subsidiaries expansion focus is to purchase or lease operations that are complementary to the current affiliated operations, accretive to the business, or otherwise advance the Company's strategy. The results of all 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. The Company's affiliated operations also enter into long-term leases that may include options to purchase the facilities. As a result, from time to time, a real estate affiliated subsidiary will acquire the property of facilities that have previously been operated under third-party leases. 2023 Expansions During the six months ended June 30, 2023, the Company expanded its operations through long-term leases, with the addition of 19 stand-alone skilled nursing operations. These new operations added a total of 1,764 operational skilled nursing beds operated by the Company's affiliated operating subsidiaries. The Company also invested in new ancillary services that are complementary to its existing businesses. In connection with the new operations obtained through long-term leases, the Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The Company entered into a separate operations transfer agreement with the prior operator as part of each transaction. 2022 Expansions During the six months ended June 30, 2022, the Company expanded its operations and real estate portfolio through a combination of long-term leases and real estate purchases , with the addition of four stand-alone skilled nursing operations. Of these additions, two were related to purchases of real estate properties. In addition, the Company added five senior living operations that were transferred from Pennant, three of which are part of a campus operated by the Company's affiliated operating subsidiaries. These new operations added a total of 453 operational skilled nursing beds and 633 operational senior living units to be operated by the Company's affiliated operating subsidiaries. The aggregate purchase price for these expansions during the six months ended June 30, 2022 was $ 33,892 . In connection with the new operations obtained through long-term leases, the Company did not acquire any material assets or assume any liabilities other than the tenant's post-assumption rights and obligations under the long-term lease. The Company entered into a separate operations transfer agreement with the prior operator as part of each transaction. The aggregate purchase price for the transactions that were classified as asset acquisitions during the six months ended June 30, 2022 was $ 17,492 , consisting of real estate properties and indefinite-lived intangible assets. The remaining aggregate purchase price during the six months ended June 30, 2022 was concentrated in goodwill of $ 16,400 and accordingly, the transactions were classified as business combinations. 19 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company’s acquisition strategy has been focused on identifying both opportunistic and strategic acquisitions within its target markets that offer strong opportunities for return. The operations added by the Company are frequently underperforming financially and can have regulatory and clinical challenges to overcome. Financial information, especially with underperforming operations, is often inadequate, inaccurate or unavailable. Consequently, the Company believes that prior operating results are not a meaningful representation of the Company’s current operating results or indicative of the integration potential of its newly acquired operating subsidiaries. The assets added during the six months ended June 30, 2023 were not material operations to the Company individually or in the aggregate. Accordingly, pro forma financial information is not presented. These additions have been included in the June 30, 2023 condensed consolidated balance sheets of the Company, and the operating results have been included in the condensed consolidated statements of operations of the Company since the date the Company gained effective control. 9. PROPERTY AND EQUIPMENT - NET Property and equipment, net consists of the following: June 30, 2023 December 31, 2022 Land $ 134,907 $ 134,864 Buildings and improvements 738,993 728,231 Leasehold improvements 162,023 150,903 Equipment 323,726 295,739 Furniture and fixtures 4,758 4,544 Construction in progress 17,989 17,521 1,382,396 1,331,802 Less: accumulated depreciation ( 373,652 ) ( 339,792 ) PROPERTY AND EQUIPMENT, NET $ 1,008,744 $ 992,010 During the three months ended June 30, 2022, the Company completed the sale of assets for a sale price of $ 7,707 and recorded a gain of $ 2,567 included in the condensed consolidated statement of income . 10. INTANGIBLE ASSETS - NET Weighted Average Life (Years) June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Assembled occupancy 0.3 $ 435 $ ( 435 ) $ — $ 435 $ ( 388 ) $ 47 Facility trade name 30.0 733 ( 427 ) 306 733 ( 415 ) 318 Customer relationships 18.4 4,582 ( 2,588 ) 1,994 4,582 ( 2,482 ) 2,100 TOTAL $ 5,750 $ ( 3,450 ) $ 2,300 $ 5,750 $ ( 3,285 ) $ 2,465 During the three and six months ended June 30, 2023, amortization expense was $ 357 and $ 761 , respectively, of which $ 298 and $ 596 was related to the amortization of right-of-use assets, respectively. During the three and six months ended June 30, 2022, amortization expense was $ 418 and $ 822 , respectively, of which $ 288 and $ 577 was related to the amortization of right-of-use assets, respectively. 20 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2023 (remainder) $ 117 2024 234 2025 234 2026 234 2027 234 2028 234 Thereafter 1,013 $ 2,300 Other indefinite-lived intangible assets consist of the following: June 30, 2023 December 31, 2022 Trade name $ 889 $ 889 Medicare and Medicaid licenses 3,083 3,083 TOTAL $ 3,972 $ 3,972 11. GOODWILL The Company anticipates that the majority of goodwill recognized will be fully deductible for tax purposes as of June 30, 2023. Provided that goodwill corresponds to the acquisition of a business and not merely the acquisition of real estate property, the Company's Standard Bearer segment appropriately does not carry a goodwill balance. The following table represents activity in goodwill by skilled service segment and "all other" category as of June 30, 2023 and December 31, 2022: Skilled Services All Other Total Goodwill $ 67,886 $ 8,983 $ 76,869 12. RESTRICTED AND OTHER ASSETS Restricted and other assets consist of the following: June 30, 2023 December 31, 2022 Debt issuance costs, net $ 3,326 $ 3,753 Long-term insurance losses recoverable asset 12,699 10,512 Capital improvement reserves with landlords and lenders 5,519 6,446 Deposits with landlords 2,651 2,527 Escrow deposits 1,202 — Other 10,137 14,053 RESTRICTED AND OTHER ASSETS $ 35,534 $ 37,291 Included in restricted and other assets as of June 30, 2023 and December 31, 2022 are anticipated insurance recoveries related to the Company's workers' compensation and general and professional liability claims that are recorded on a gross, rather than net, basis. 21 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 13. OTHER ACCRUED LIABILITIES Other accrued liabilities consists of the following: June 30, 2023 December 31, 2022 Quality assurance fee $ 8,738 $ 7,701 Refunds payable 41,798 40,783 Resident advances 5,458 9,698 Unapplied state relief funds 1,034 1,001 Cash held in trust for patients 6,636 6,400 Dividends payable 3,231 3,201 Property taxes 8,727 10,926 Income tax payable 25,240 — Legal finding accrued 3,734 4,553 Other 16,490 13,046 OTHER ACCRUED LIABILITIES $ 121,086 $ 97,309 Quality assurance fee represents the aggregate of amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Resident advances occur when the Company receives payments in advance of services provided. Cash held in trust for patients reflects monies received from or on behalf of patients. Maintaining a trust account for patients is a regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the condensed consolidated balance sheets. 14. INCOME TAXES The Company recorded income tax expense of $ 35,376 and $ 31,292 during the six months ended June 30, 2023 and 2022, respectively, or 22.2 % of earnings before income taxes for the six months ended June 30, 2023, compared to 22.5 % for the six months ended June 30, 2022. The effective tax rate for both periods is driven by the impact of excess tax benefits from stock-based compensation, offset by non-deductible expenses including non-deductible compensation. The Company is not currently under examination by any major income tax jurisdiction. During 2023, the statutes of limitations will lapse on the Company's 2019 federal tax year and certain 2018 and 2019 state tax years. The Company does not believe the federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next twelve months. The net balance of unrecognized tax benefits was not material to the Interim Financial Statements for the six months ended June 30, 2023 and 2022. 15. DEBT Debt consists of the following: June 30, 2023 December 31, 2022 Mortgage loans and promissory note $ 154,313 $ 156,271 Less: current maturities ( 3,883 ) ( 3,883 ) Less: debt issuance costs, net ( 3,029 ) ( 3,119 ) LONG-TERM DEBT LESS CURRENT MATURITIES $ 147,401 $ 149,269 22 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Credit Facility with a Lending Consortium Arranged by Truist The Company maintains a revolving credit facility between the Company and its subsidiaries, including Standard Bearer as co-borrowers, and Truist Securities (Truist) (the Credit Facility) with a revolving line of credit of up to $ 600,000 in aggregate principal amount with a maturity date of April 8, 2027. Borrowings are supported by a lending consortium arranged by Truist. The interest rates applicable to loans under the Credit Facility are, at the Company's option, equal to either a base rate plus a margin ranging from 0.25 % to 1.25 % per annum or SOFR plus a margin range from 1.25 % to 2.25 % per annum, based on the Consolidated Total Net Debt to Consolidated EBITDA ratio (as defined in the credit agreement). In addition, there is a commitment fee on the unused portion of the commitments that ranges from 0.20 % to 0.40 % per annum, depending on the Consolidated Total Net Debt to Consolidated EBITDA ratio. When the Company amended the Credit Facility in 2022 with the terms and conditions described above, it wrote off deferred financing costs of $ 566 and additional deferred financing costs of $ 3,197 were capitalized during the three months ended June 30, 2022. Borrowings made under the Credit Facility are guaranteed, jointly and severally, by certain of the Company’s wholly owned subsidiaries, and are secured by a pledge of stock of the Company's material operating subsidiaries as well as a first lien on substantially all of such operating subsidiaries' personal property. The credit agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its 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. The Company must comply with financial maintenance covenants to be tested quarterly, consisting of (i) a maximum consolidated total net debt to consolidated EBITDA ratio (which shall not be greater than 3.00 :1.00; provided that if the aggregate consideration for approved acquisitions in a six month period is greater than $ 50,000 , then the ratio can be increased at the election of the Company with notice to the administrative agent to 3.50 :1.00 for the first fiscal quarter and the immediately following three fiscal quarters), and (ii) a minimum interest/rent coverage ratio (which cannot be less than 1.50 :1.00). As of June 30, 2023, there was no outstanding debt under the Credit Facility. The Company was in compliance with all loan covenants as of June 30, 2023. Mortgage Loans and Promissory Note The Company has 23 subsidiaries that have mortgage loans insured with HUD in the aggregate amount of $ 151,877 , which subjects these subsidiaries to HUD oversight and periodic inspections. The mortgage loans bear effective interest rates in a range of 3.1 % to 4.2 %, including fixed interest rates in a range of 2.4 % to 3.3 % per annum. In addition to the interest rate, the Company incurs other fees for HUD placement, including but not limited to audit fees. Amounts borrowed under the mortgage loans may be prepaid, subject to prepayment fees based on the principal balance on the date of prepayment. For the majority of the loans, during the first three years , the prepayment fee is 10.0 % and is reduced by 3.0 % in the fourth year of the loan, and reduced by 1.0 % per year for years five through ten of the loan. There is no prepayment penalty after year ten . The terms for all the mortgage loans are 25 to 35 years. In addition to the HUD mortgage loans above, the Company has a promissory note of $ 2,436 that bears a fixed interest rate of 5.3 % per annum and has a term of 12 years. The note, which was assumed as part of an acquisition, is secured by the real property comprising the facility and the rent, issues and profits thereof, as well as all personal property used in the operation of the facility. Based on Level 2 inputs, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt for all periods presented based upon the interest rates that the Company believes it can currently obtain for similar debt. Off-Balance Sheet Arrangements As of June 30, 2023, the Company had approximately $ 6,710 of borrowing capacity under the Credit Facility pledged as collateral to secure outstanding letters of credit. 16. OPTIONS AND AWARDS Stock-based compensation expense consists of stock-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2023 and 2022 was based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ. 23 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 2022 Omnibus Incentive Plan (2022 Plan) — The Company has one active stock incentive plan, the 2022 Omnibus Incentive Plan (the 2022 Plan). Including the shares rolled over from the 2017 Plan, the 2022 Plan provides for the issuance of 3,452 shares of common stock. The number of shares available to be issued under the 2022 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) two shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). Non-employee director options, to the extent granted, will vest and become exercisable in three equal annual installments, or the length of the term if less than three years , on the completion of each year of service measured from the grant date. All other options generally vest over five years at 20 % per year on the anniversary of the grant date. Options expire ten years from the date of grant. At June 30, 2023, the total number of shares available for issuance under the 2022 Plan was 2,133 . The Company uses the Black-Scholes option-pricing model to recognize the value of stock-based compensation expense for stock option awards. Determining the appropriate fair-value model and calculating the fair value of stock option awards at the grant date requires judgment, including estimating stock price volatility, expected option life, and forfeiture rates. The fair-value of the restricted stock awards at the grant date is based on the market price on the grant date, adjusted for forfeiture rates. The Company develops estimates based on historical data which can change significantly over time. Stock Options The Company granted 191 and 413 stock options during the three and six months ended June 30, 2023, respectively. The Company used the following assumptions for stock options granted during the three months ended June 30, 2023 and 2022: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2023 191 3.7 % 6.3 years 41.4 % 0.3 % 2022 154 2.7 % 6.1 years 42.1 % 0.3 % The Company used the following assumptions for stock options granted during the six months ended June 30, 2023 and 2022: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2023 413 3.9 % 6.3 years 41.5 % 0.3 % 2022 318 2.3 % 6.1 years 42.2 % 0.3 % For the six months ended June 30, 2023 and 2022, the following represents the exercise price and fair value displayed at grant date for stock option grants: Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2023 413 $ 90.31 $ 41.46 2022 318 $ 80.18 $ 34.29 The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the six month periods ended June 30, 2023 and 2022 and therefore, the intrinsic value was $ 0 at the date of grant. The following table represents the employee stock option activity during the six months ended June 30, 2023: Number of Options Outstanding Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price of Options Vested January 1, 2023 3,833 $ 46.72 2,069 $ 28.87 Granted 413 90.31 Forfeited ( 43 ) 67.90 Exercised ( 398 ) 21.52 June 30, 2023 3,805 $ 53.84 2,007 $ 34.73 24 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The aggregate intrinsic value of options outstanding, vested and expected to vest as of June 30, 2023 and December 31, 2022 is as follows: Options June 30, 2023 December 31, 2022 Outstanding $ 158,347 $ 183,593 Vested 121,876 136,000 Expected to vest 32,835 43,232 The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options . The aggregate intrinsic value of options that vested during the six months ended June 30, 2023 and 2022 was $ 13,639 and $ 10,409 , respectively. The total intrinsic value of options exercised during the six months ended June 30, 2023 and 2022 was $ 29,741 and $ 25,642 , respectively. Restricted Stock Awards The Company granted 61 and 166 restricted stock awards during the three and six months ended June 30, 2023, respectively. The Company granted 46 and 158 restricted stock awards during the three and six months ended June 30, 2022, respectively. All awards were granted at an issue price of $ 0 and generally vest over five years . The fair value per share of restricted awards granted during the six months ended June 30, 2023 and 2022 ranged from $ 89.83 to $ 94.63 and $ 73.17 to $ 83.93 , respectively. The fair value per share includes quarterly stock awards to non-employee directors. A summary of the status of the Company's non-vested restricted stock awards as of June 30, 2023 and changes during the six months ended June 30, 2023 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2023 487 $ 64.92 Granted 166 90.56 Vested ( 183 ) 64.20 Forfeited ( 10 ) 68.36 Nonvested at June 30, 2023 460 $ 74.52 During the three and six months ended June 30, 2023, the Company granted 5 and 9 automatic quarterly stock awards to non-employee directors for their service on the Company's board of directors, respectively. The fair value per share of these stock awards ranged from $ 94.63 to $ 98.31 based on the market price on the grant date. Long-Term Incentive Plan On August 27, 2019, the Board approved the Long-Term Incentive Plan (the 2019 LTI Plan). The 2019 LTI Plan provides that certain employees of the Company who assisted in the consummation of the spin-off transaction in 2019 were granted shares of restricted stock upon successful completion of the spin-off transaction. The 2019 LTI Plan provides for the issuance of 500 shares of Pennant restricted stock. The shares are vested over five years at 20 % per year on the anniversary of the grant date. If a recipient is terminated or voluntarily leaves the Company, all shares subject to restriction or not yet vested shall be entirely forfeited. The total stock-based compensation related to the 2019 LTI Plan was approximately $ 211 and $ 402 for the three and six months ended June 30, 2023, respectively, compared to $ 195 and $ 390 for the three and six months ended June 30, 2022, respectively. 25 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Stock-based compensation expense Stock-based compensation expense recognized for the Company's equity incentive plans and long-term incentive plan for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock-based compensation expense related to stock options $ 4,963 $ 2,786 $ 8,388 $ 5,306 Stock-based compensation expense related to restricted stock awards 3,481 2,456 6,209 4,758 Stock-based compensation expense related to stock options and restricted stock awards to non-employee directors 437 374 857 719 TOTAL $ 8,881 $ 5,616 $ 15,454 $ 10,783 In future periods, the Company expects to recognize approximately $ 50,924 and $ 31,288 in stock-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of June 30, 2023. Future stock-based compensation expense will be recognized over 3.8 and 3.6 weighted average years for unvested options and restricted stock awards, respectively. There were 1,798 unvested and outstanding options as of June 30, 2023, of which 1,563 shares are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest as of June 30, 2023 was 6.4 years. 17. LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 affiliated skilled nursing and senior living facilities used in the Company’s operations, 96 of which are under nine “triple-net” master lease agreements (collectively, the Master Leases), which range in terms from 13 to 20 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases have occurred; and (2) the tenants provided timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. If the Company elects to renew the term of a Master Lease, the renewal will be effective to all, but not less than all, of the leased property then subject to the Master Lease. Additionally, four of the 97 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero ) or (2) 2.5 %. In addition to rent, the Company is 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 facility 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 terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense under the Master Leases was approximately $ 16,674 and $ 32,957 for the three and six months ended June 30, 2023, respectively, and $ 16,007 and $ 31,652 for the three and six months ended June 30, 2022, respectively. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is in compliance with requirements of the Master Leases as of June 30, 2023. 26 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) In connection with the spin-off transaction that occurred in 2019, the Company guaranteed certain leases of Pennant based on the underlying terms of the leases. The Company does not consider these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. The Company leases certain affiliated operations and certain administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five to 20 years. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years . Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense for continuing operations inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was $ 49,885 and $ 96,646 for the three and six months ended June 30, 2023, respectively, and $ 37,251 and $ 73,036 for the three and six months ended June 30, 2022, respectively. Seventy-eight of the Company’s affiliated facilities, excluding the facilities that are operated under the Master Leases with CareTrust, are operated under 12 separate master lease arrangements. In the first quarter of 2023, the Company expanded its operations through two separate master lease arrangements for 20 stand-alone skilled nursing operations, of which 17 are operated by the Company's affiliated operating subsidiaries and the remaining three are subleased to a third-party operator. These two master leases increased the lease liabilities and right-of-use assets by $ 325,369 to reflect the new lease obligations and have initial lease terms of 18 and 20 years. Under these master leases, a breach at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The components of operating lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Rent - cost of services (1) $ 49,760 $ 37,228 $ 96,397 $ 72,990 General and administrative expense 125 23 249 46 Depreciation and amortization (2) 298 288 596 577 Variable lease costs (3) 5,154 3,772 9,986 9,135 $ 55,337 $ 41,311 $ 107,228 $ 82,748 (1) Rent- cost of services includes deferred rent expense adju stments of $ 218 and $ 481 for the three and six months ended June 30, 2023, respectively, and $ 116 and of $ 240 for the three and six months ended June 30, 2022, respectively. Additionally, rent- cost of services includes other variable lease costs such as CPI increases and short-term leases of $ 2,398 and $ 4,458 for the three and six months ended June 30, 2023, respectively, and $ 1,302 and $ 2,239 for the three and six months ended June 30, 2022, respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's condensed consolidated statements of income. Future minimum lease payments for all leases as of June 30, 2023 are as follows: Year Amount 2023 (remainder) $ 94,489 2024 189,112 2025 189,035 2026 188,866 2027 188,335 2028 187,094 Thereafter 1,693,342 TOTAL LEASE PAYMENTS 2,730,273 Less: present value adjustment ( 993,758 ) PRESENT VALUE OF TOTAL LEASE LIABILITIES 1,736,515 Less: current lease liabilities ( 78,733 ) LONG-TERM OPERATING LEASE LIABILITIES $ 1,657,782 27 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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 the lease commencement date. As of June 30, 2023, the weighted average remaining lease term is 15.3 years and the weighted average discount rate used to determine the operating lease liabilities is 6.5 %. Lessor Activities The Company leases its owned real estate properties to third party operators, of which 29 senior living operations are operated by The Pennant Group, Inc. (Pennant). All of these properties are triple-net leases, whereby the respective tenants are responsible for all costs at the properties including: (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 facility 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 initial terms range between 14 to 16 years. During the first quarter of 2023, the Company entered into a sublease agreement for three stand-alone skilled nursing operations with a third-party operator with an initial lease term of 18 years. Total rental income from all third-party sources for the three and six months ended June 30, 2023 and 2022 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Pennant (1) $ 3,742 $ 3,690 $ 7,484 $ 7,505 Other third-party 1,502 449 2,683 923 TOTAL $ 5,244 $ 4,139 $ 10,167 $ 8,428 (1) Pennant rental income includes variable rent such as property taxes of $ 325 and $ 650 during the three and six months ended June 30, 2023, respectively, and $ 327 and $ 657 for the three and six months ended June 30, 2022, respectively. In addition, the number of senior living operations leased to and operated by Pennant was 29 during the six months ended June 30, 2023 and decreased from 32 to 29 during the six months ended June 30, 2022. Future annual rental income for all leases as of June 30, 2023 were as follows: Year Amount (1) 2023 (remainder) $ 10,360 2024 20,197 2025 19,700 2026 19,468 2027 19,442 2028 19,417 Thereafter 115,363 TOTAL $ 223,947 (1) Annual rental income includes base rents and variable rental income pursuant to existing leases as of June 30, 2023. 18. DEFINED CONTRIBUTION PLANS 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 has a non-qualified deferred compensation plan (the DCP), whereby certain highly compensated employees who are otherwise ineligible to participate in the Company's 401(k) plan, may defer the receipt of a portion of their base compensation and, for certain employees, up to 100 % of their eligible bonuses. Additionally, the DCP allows for the employee deferrals to be deposited 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 fund savings plans of this nature. The Company paid for related administrative costs, which were not significant during three and six months ended June 30, 2023 and 2022. 28 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As of June 30, 2023 and December 31, 2022, the Company accrued $ 41,765 and $ 33,017 , respectively, as long term deferred compensation in other long term liabilities on the consolidated balance sheet. Cash surrender value of the contracts is based on investment funds that shadow the investment allocations specified by participants in the deferred compensation plan. Refer to Note 5, Fair Value Measurements for more information on the funds. For the three and six months ended June 30, 2023, the Company recorded a gain related to its DCP of $ 1,250 and $ 2,489 , respectively, which is included in other income (expense), net. During the same periods, the Company recorded an offsetting expense of $ 1,332 and $ 2,612 , respectively, which is allocated between cost of services and general and administrative expenses. For the three and six months ended June 30, 2022, the Company recorded a a loss related to its DCP of $ 3,313 and $ 4,515 , respectively, which is included in other income (expense), net. During the same periods, the Company recorded an offsetting reduction in expense of $ 3,300 and $ 4,511 , respectively, which is allocated between cost of services and general and administrative expenses. 19. COMMITMENTS AND CONTINGENCIES Regulatory Matters — Laws and regulations governing Medicare and Medicaid programs are complex and subject to review and interpretation. Compliance with such laws and regulations is evaluated regularly, the results of which can be subject to future governmental review and interpretation, and can include significant regulatory action including fines, penalties, and exclusion from certain governmental programs. Included in these laws and regulations is monitoring performed by the Office of Civil Rights which covers the Health Insurance Portability and Accountability Act of 1996, the terms of which require healthcare providers (among other things) to safeguard the privacy and security of certain patient protected health information. Cost-Containment Measures — Both government and private pay sources have instituted cost-containment measures designed to limit payments made to providers of healthcare services, 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 facility operators for post-transfer environmental obligations 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 facilities the Company acquires against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company's independent operating subsidiary, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, and (iv) certain agreements with the Company’s officers, directors and others, under which the Company may be required to indemnify such persons for liabilities arising out of the nature of their relationship to the Company. The terms of such obligations vary by contract and, in most instances, do not expressly state or include a specific or maximum dollar amount. 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. In connection with the spin-off transaction in 2019, certain landlords required, in exchange for their consent to the transaction, that the Company's lease guarantees remain in place for a certain period of time following the transaction. These guarantees could result in significant additional liabilities and obligations for the Company if Pennant were to default on their obligations under their leases with respect to these properties. U.S. Department of Justice Civil Investigative Demand — On May 31, 2018, the Company received a Civil Investigative Demand (CID) from the U.S. Department of Justice stating that it was investigating whether there had been a violation of the False Claims Act and/or the Anti-Kickback Statute with respect to relationships between certain of the Company’s independently operated skilled nursing facilities and persons who serve or have served as medical directors, advisory board participants or other potential referral sources. Additionally, the Company is aware of a claim filed by an individual related to this matter. As a general matter, the Company’s independent operating entities have established and maintain policies and procedures to promote compliance with the False Claims Act, the Anti-Kickback Statute, and other applicable regulatory requirements. The Company fully cooperated with the U.S. Department of Justice and promptly responded to its requests for information; in April 2020, the Company was advised that the U.S. Department of Justice declined to intervene in any subsequent action filed by a relator in connection with the subject matter of this investigation. 29 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) U.S. House of Representatives Select Subcommittee Request — In 2020, the U.S. House of Representatives Select Subcommittee on the Coronavirus Crisis launched a nation-wide investigation into the COVID-19 pandemic, which included the impact of the coronavirus on residents and employees in nursing homes. In June 2020, the Company received a document and information request from the House Select Subcommittee in connection with its investigation. The Company has cooperated in responding to this inquiry. In July 2022 and thereafter, the Company received follow up requests for additional documents and information. The Company has responded to these requests, and continued to cooperate with the House Select Subcommittee in connection with its investigation. On December 9, 2022, the House Select Subcommittee issued its final report summarizing its investigation and related recommendations designed "to strengthen the nation's ability to prevent and respond to public health and economic emergencies." According to the information provided by the House Select Subcommittee, the issuance of this report was the House Select Subcommittee's final official act. Litigation — The skilled nursing business involves a significant risk of liability given the age and health of the patients and residents served by the Company's independent operating subsidiaries. The Company, its independent operating subsidiaries, and others in the industry are subject to an increasing 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. In addition, the Company, its independent operating subsidiaries, and others in the industry are subject to claims and lawsuits in connection with COVID-19 and a facility's preparation for and/or response to COVID-19. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. In addition to the potential lawsuits and claims described above, the Company and its independent operating subsidiaries are also subject to potential lawsuits under the Federal False Claims Act and comparable state laws alleging submission of fraudulent claims for services to any healthcare program (such as Medicare or Medicaid) or other 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. Under the qui tam or "whistleblower" provisions of the False Claims Act, a private individual with knowledge of fraud or potential fraud may bring a claim on behalf of the Federal Government and receive a percentage of the Federal Government's recovery. Due to these whistleblower incentives, qui tam lawsuits have become more frequent. For example, and despite the decision of the U.S. Department of Justice to decline to participate in litigation based on the subject matter of its previously issued Civil Investigative Demand, the involved qui tam relator has continued on with the lawsuit and is pursuing claims that the Company and certain of its independent operating subsidiaries have allegedly violated the False Claims Act and/or the Anti-Kickback Statute (AKS). In addition to the Federal False Claims Act, some states, including California, Arizona and Texas, have enacted similar whistleblower and false claims laws and regulations. Further, the Deficit Reduction Act of 2005 created incentives for states to enact anti-fraud legislation modeled on the Federal False Claims Act. As such, the Company and its independent operating subsidiaries could face increased scrutiny, potential liability and legal expenses and costs based on claims under state false claims acts in markets in which its independent operating subsidiaries do business. In May 2009, Congress passed the Fraud Enforcement and Recovery Act (FERA) which made significant changes to the Federal False Claims Act and expanded the types of activities subject to prosecution and whistleblower liability. Following changes by FERA, health care providers face significant penalties for the knowing retention of government overpayments, even if no false claim was involved. Health care providers can now be liable for knowingly and improperly avoiding or decreasing an obligation to pay money or property to the government. This includes the retention of any government overpayment. The government can argue, therefore, that a Federal False Claims Act violation can occur without any affirmative fraudulent action or statement, as long as the action or statement is knowingly improper. In addition, FERA extended protections against retaliation for whistleblowers, including protections not only for employees, but also contractors and agents. Thus, an employment relationship is generally not required in order to qualify for protection against retaliation for whistleblowing. Healthcare litigation (including class action litigation) is common and is filed based upon a wide variety of claims and theories, and the Company's independent operating subsidiaries are routinely subjected to varying types of claims, including class action "staffing" suits where the allegation is understaffing at the facility level. These class-action “staffing” suits have the potential to result in large jury verdicts and settlements, and may result in significant legal costs. The Company expects the plaintiffs' bar to continue to be aggressive in their pursuit of these staffing and similar claims. While the Company has been able to settle these claims without an ongoing material adverse effect on its business, future claims could be brought that may materially affect its business, financial condition and results of operations. 30 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Other claims and suits, including class actions, continue to be filed against the Company and other companies in its industry. The Company and its independent operating subsidiaries have been subjected to, and are currently involved in, class action litigation alleging violations (alone or in combination) of state and federal wage and hour laws as related to the alleged failure to pay wages, to timely provide and authorize meal and rest breaks, and related causes of action. The Company does not believe that the ultimate resolution of these actions will have an ongoing material adverse effect on the Company’s business, cash flows, financial condition or results of operations. The Company and its independent operating subsidiaries have been, and continue to be, subject to claims, findings and legal actions that arise in the ordinary course of the various businesses, including healthcare and non-healthcare services. These claims include, but are not limited to, potential claims filed by residents, customers, patients and responsible parties related to patient care and treatment (professional negligence claims); to non-care based activities of certain of the subsidiaries; and to employment related claims filed by current or former employees. A significant increase in the number of these claims, or an increase in the amounts owing should plaintiffs be successful in their prosecution of these claims, could materially adversely affect the Company’s business, financial condition, results of operations and cash flows. In addition, these claims could impact the Company's ability to procure insurance to cover its exposure related to the various services provided by its independent operating subsidiaries to their residents, customers and patients. The Company and its independent operating subsidiaries are also subject to requests for information and investigations by other State and Federal governmental entities (e.g., offices of the attorney general and offices of the inspector general). The Company cannot predict or provide any assurance as to the possible outcome of any inquiry, investigation or litigation. If any such inquiry, investigation or litigation were to proceed, and the Company and its independent operating subsidiaries are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under Federal Medicare statutes, the Federal False Claims Act, or similar state and federal statutes and related regulations, or if the Company or its independent operating subsidiaries are alleged or found to be liable on theories of general or professional negligence or wage and hour violations, the Company's business, financial condition and results of operations and cash flows could be materially and adversely affected and its stock price could be adversely impacted. Among other things, any settlement or litigation could involve the payment of substantial sums to settle any alleged violations, and may also include the assumption of specific procedural and financial obligations by the Company or its independent operating subsidiaries under a corporate integrity agreement and/or other such arrangement. Medicare Revenue Recoupments — The Company's independent operating subsidiaries are subject to regulatory reviews relating to the provision of Medicare services, billings and potential overpayments as a result of Recovery Audit Contractors (RAC), Program Safeguard Contractors, and Medicaid Integrity Contractors programs (collectively referred to as Reviews). For several months during the COVID-19 pandemic, the Centers for Medicare and Medicaid Services (CMS) suspended its Targeted Probe and Educate (TPE) Program. Beginning in August 2020, CMS resumed TPE Program activity. If an operation fails a Review and/or subsequent Reviews, the operation could then be subject to extended review or an extrapolation of the identified error rate to billings in the same time period. The Company anticipates that these Reviews could increase in frequency in the future. As of June 30, 2023 and through the filing date of this report, 37 of the Company's independent operating subsidiaries had Reviews scheduled, on appeal, or in a dispute resolution process. CMS announced a new nationwide audit, the “SNF 5-Claim Probe & Educate Review”, in which the Medicare Administrative Contractors (MACs) will review five claims from each SNF to check for compliance. In implementing this SNF 5-Claim Probe & Educate Review, CMS acknowledged that the increase in observed improper payments from 2021 to 2022 may have arisen from a "misunderstanding" by SNFs about how to appropriately bill for claims of service after October 1, 2019. All facilities that are not undergoing TPE reviews, or have not recently passed a TPE review, will be subject to the nationwide audit. MACs will complete only one round of probe-and-educate for each SNF, rather than three rounds that typically occur in the TPE Program. Additionally, CMS's education for each SNF will be individualized and based on observed claim review errors, with rationales for denial explained to the SNF on a claim-by-claim basis. This program will apply only to claims submitted after October 1, 2019, and will exclude claims containing a COVID-19 diagnosis. 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. 31 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company’s receivables from Medicare and Medicaid payor programs accounted for 55.2 % and 56.3 % of its total accounts receivable as of June 30, 2023 and December 31, 2022, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 73.1 % and 73.2 % of the Company's revenue for the three and six months ended June 30, 2023, respectively, and 73.4 % for both the three and six months ended June 30, 2022. Cash in Excess of FDIC Limits — The Company currently has bank deposits with financial institutions in the U.S. that exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. As of June 30, 2023, the Company's uninsured cash deposits are not material. All uninsured bank deposits are held at high quality credit institutions. 20. COMMON STOCK REPURCHASE PROGRAM On July 28, 2022, the Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 20,000 of its common stock under the program for a period of approximately 12 months from August 2, 2022. Under this program, the Company is authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. The share repurchase program does not obligate the Company to acquire any specific number of shares. The Company did not purchase any shares pursuant to this stock repurchase program during the six months ended June 30, 2023. On February 9, 2022, the Board of Directors approved a stock repurchase program pursuant to which the Company could repurchase up to $ 20,000 of its common stock under the program for a period of approximately 12 months from February 10, 2022. Under this program, the Company was authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. During the three months ended June 30, 2022, the Company repurchased 271 shares of its common stock for $ 20,000 . This repurchase program expired in 2022 upon the repurchase of the fully authorized amount under the plan and is no longer in effect. On October 21, 2021, the Board of Directors approved a stock repurchase program pursuant to which the Company could repurchase up to $ 20,000 of its common stock under the program for a period of approximately 12 months from October 29, 2021. Under this program, the Company was authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions and block trades in accordance with federal securities laws. During the first quarter of 2022, the Company repurchased 133 shares of its common stock for $ 9,882 pursuant to this stock repurchase program. This repurchase program expired in 2022 upon the repurchase of the fully authorized amount under the plan and is no longer in effect.