ENSIGN GROUP, INC 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA THE ENSIGN GROUP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Report of Independent Registered Public Accounting Firm 92 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2023 and 2022 93 Consolidated Statements of Income for the Years Ended December 31, 2023, 2022, and 2021 94 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022, and 2021 95 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 96 Notes to the Consolidated Financial Statements 97 91 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of The Ensign Group, Inc. San Juan Capistrano, California Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Ensign Group Inc. and subsidiaries (the "Company") as of December 31, 2023, and 2022, the related consolidated statements of income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 1, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Self-Insurance Liabilities (General and Professional Liability Claims) - Refer to Notes 2 and 19 to the financial statements Critical Audit Matter Description The Company's self-insurance liabilities for general and professional liability claims totaled $117.7 million at December 31, 2023. The Company develops information about the size of the ultimate claims based on historical experience, current industry information, and actuarial analysis. The determination of reserves for general and professional liability claims is highly subjective. Given the significant judgments in estimating the general and professional liability claims, we have determined this to be a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management estimates of reserves for open claims as well as for claims that are incurred but not reported (IBNR). How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s judgment regarding the estimation of the reserve for general and professional liability claims included the following, among others: • We tested the effectiveness of controls over the reserve for general and professional liabilities, including those related to both the determination of reserves for open claims and estimation of the IBNR claims. • We obtained an understanding of the factors considered and assumptions made by management and its external actuarial specialists in developing the estimate of the general and professional liability reserves, including the sources of data relevant to these factors and assumptions. We tested underlying claims data, including testing the completeness and accuracy of open cases. • We involved our actuarial specialists to assist in our evaluation of the methodologies applied by management's specialist and to develop an independent range of expected reserves. We compared the recorded reserves to the estimated independent range. • We performed a retrospective review in which we compared the prior-year recorded amounts for ultimate losses and current liabilities to the subsequent claim emergence. /s/ DELOITTE & TOUCHE LLP Costa Mesa, California February 1, 2024 We have served as the Company's auditor since 1999. 92 Table of Contents THE ENSIGN GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par values) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 509,626 $ 316,270 Accounts receivable—less allowance for doubtful accounts of $ 9,348 and $ 7,802 at December 31, 2023 and 2022, respectively 485,039 408,432 Investments—current 17,229 15,441 Prepaid expenses and other current assets 35,036 40,982 Total current assets 1,046,930 781,125 Property and equipment, net 1,090,771 992,010 Right-of-use assets 1,756,430 1,450,995 Insurance subsidiary deposits and investments 92,687 67,652 Deferred tax assets 67,124 39,643 Restricted and other assets 40,205 37,291 Intangible assets, net 6,525 6,437 Goodwill 76,869 76,869 TOTAL ASSETS $ 4,177,541 $ 3,452,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 92,811 $ 77,087 Accrued wages and related liabilities 332,568 289,810 Lease liabilities—current 82,526 65,796 Accrued self-insurance liabilities—current 54,664 48,187 Other accrued liabilities 168,228 97,309 Current maturities of long-term debt 3,950 3,883 Total current liabilities 734,747 582,072 Long-term debt—less current maturities 145,497 149,269 Long-term lease liabilities—less current portion 1,639,326 1,355,113 Accrued self-insurance liabilities—less current portion 111,246 83,495 Other long-term liabilities 49,408 33,273 TOTAL LIABILITIES $ 2,680,224 $ 2,203,222 Commitments and contingencies (Notes 15 and 20) EQUITY Ensign Group, Inc. stockholders' equity: Common stock: $ 0.001 par value; 150,000 , 59,987 and 56,597 shares authorized, shares issued and shares outstanding at December 31, 2023, respectively, and 100,000 , 59,029 and 55,661 shares authorized, shares issued and shares outstanding at December 31, 2022, respectively 60 59 Additional paid-in capital 465,707 415,560 Retained earnings 1,142,653 946,339 Common stock in treasury, at cost, 3,390 and 3,368 shares at December 31, 2023 and 2022, respectively ( 116,555 ) ( 114,626 ) Total Ensign Group, Inc. stockholders' equity 1,491,865 1,247,332 Non-controlling interest 5,452 1,468 Total equity $ 1,497,317 $ 1,248,800 TOTAL LIABILITIES AND EQUITY $ 4,177,541 $ 3,452,022 See accompanying notes to consolidated financial statements. 93 Table of Contents THE ENSIGN GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2023 2022 2021 (In thousands, except per share data) REVENUE Service revenue $ 3,708,071 $ 3,008,711 $ 2,611,476 Rental revenue 21,284 16,757 15,985 TOTAL REVENUE $ 3,729,355 $ 3,025,468 $ 2,627,461 Expense: Cost of services 2,941,238 2,354,434 2,019,879 Rent—cost of services 197,358 153,049 139,371 General and administrative expense 263,005 158,805 151,761 Depreciation and amortization 72,387 62,355 55,985 TOTAL EXPENSES 3,473,988 2,728,643 $ 2,366,996 Income from operations 255,367 296,825 260,465 Other income (expense): Interest expense ( 8,087 ) ( 8,931 ) ( 6,849 ) Other income 25,482 1,195 4,388 Other income (expense), net 17,395 ( 7,736 ) $ ( 2,461 ) Income before provision for income taxes 272,762 289,089 258,004 Provision for income taxes 62,912 64,437 60,279 NET INCOME 209,850 224,652 $ 197,725 Less: Net income (loss) attributable to noncontrolling interests 451 ( 29 ) 3,073 Net income attributable to The Ensign Group, Inc. $ 209,399 $ 224,681 $ 194,652 NET INCOME PER SHARE ATTRIBUTABLE TO THE ENSIGN GROUP INC. Basic $ 3.76 $ 4.09 $ 3.57 Diluted $ 3.65 $ 3.95 $ 3.42 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 55,708 54,887 54,486 Diluted 57,323 56,871 56,925 See accompanying notes to consolidated financial statements. 94 Table of Contents THE ENSIGN GROUP, INC. 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, 2021 54,626 $ 58 $ 338,177 $ 551,055 2,791 $ ( 71,213 ) $ 150 $ 818,227 Issuance of common stock to employees and directors resulting from the exercise of stock options and grant of stock awards 516 — 9,180 — — — — 9,180 Issuance of restricted stock, net of forfeitures 201 — 3,725 — — — — 3,725 Shares of common stock used to satisfy tax withholding obligations ( 21 ) — — — 21 ( 1,711 ) — ( 1,711 ) Dividends declared ($ 0.2125 per share) — — — ( 11,715 ) — — — ( 11,715 ) Employee stock award compensation — — 18,678 — — — — 18,678 Repurchase of common stock (Note 21) ( 132 ) — — — 132 ( 10,118 ) — ( 10,118 ) Deconsolidation of an ancillary business — — — — — — ( 1,369 ) ( 1,369 ) Capital contribution from noncontrolling interest holder — — — — — — 2,000 2,000 Net income attributable to noncontrolling interest — — — — — — 3,073 3,073 Noncontrolling interest attributable to subsidiary equity plan — — — — — — ( 2,908 ) ( 2,908 ) Net income attributable to the Ensign Group, Inc. — — — 194,652 — — — 194,652 BALANCE - DECEMBER 31, 2021 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 688 1 12,676 — — — — 12,677 Issuance of restricted stock, net of forfeitures 207 — 5,241 — — — — 5,241 Shares of common stock used to satisfy tax withholding obligations ( 20 ) — — — 20 ( 1,702 ) — ( 1,702 ) Dividends declared ($ 0.2225 per share) — — — ( 12,334 ) — — — ( 12,334 ) Employee stock award compensation — — 22,720 — — — — 22,720 Repurchase of common stock (Note 21) ( 404 ) — — — 404 ( 29,882 ) — ( 29,882 ) Acquisition of noncontrolling interest shares — — ( 1,539 ) — — — 835 ( 704 ) Issuance of noncontrolling interests through subsidiary equity plan — — 6,693 — — — — 6,693 Net loss attributable to noncontrolling interest — — — — — — ( 29 ) ( 29 ) Noncontrolling interest attributable to subsidiary equity plan — — 9 — — — ( 284 ) ( 275 ) Net income attributable to the Ensign Group, Inc. — — — 224,681 — — — 224,681 BALANCE - DECEMBER 31, 2022 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 759 1 18,368 — — — — 18,369 Issuance of restricted stock, net of forfeitures 199 — 5,068 — — — — 5,068 Shares of common stock used to satisfy tax withholding obligations ( 22 ) — — — 22 ( 1,929 ) — ( 1,929 ) Dividends declared ($ 0.2325 per share) — — — ( 13,085 ) — — — ( 13,085 ) Employee stock award compensation — — 30,754 — — — — 30,754 Acquisition of noncontrolling interest shares — — ( 256 ) — — — — ( 256 ) Net income attributable to noncontrolling interest — — — — — — 451 451 Noncontrolling interest attributable to subsidiary equity plan — — ( 3,787 ) — — — 3,533 ( 254 ) Net income attributable to the Ensign Group, Inc. — — — 209,399 — — — 209,399 BALANCE - DECEMBER 31, 2023 56,597 $ 60 $ 465,707 $ 1,142,653 3,390 $ ( 116,555 ) $ 5,452 $ 1,497,317 See accompanying notes to consolidated financial statements. 95 Table of Contents THE ENSIGN GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 209,850 $ 224,652 $ 197,725 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 72,387 62,355 55,985 Amortization of deferred financing fees 1,067 1,036 859 Non-cash leasing arrangement 870 493 485 Write-off of deferred financing fees — 566 — Deferred income taxes ( 27,481 ) ( 6,496 ) ( 724 ) Provision for doubtful accounts 3,408 2,390 2,609 Stock-based compensation 30,767 22,720 18,678 Cash received from insurance proceeds 1,396 1,282 2,382 Gain on sale of assets ( 123 ) ( 3,467 ) ( 1,371 ) (Gain)/loss on insurance claims, legal matters and asset disposals ( 1,368 ) 3,926 ( 977 ) Litigation 48,000 — — Change in operating assets and liabilities Accounts receivable ( 79,818 ) ( 82,426 ) ( 30,771 ) Prepaid income taxes 814 809 ( 4,228 ) Prepaid expenses and other assets 6,993 ( 9,141 ) ( 4,898 ) Deferred employer portion of social security taxes (Note 3) — ( 24,155 ) ( 24,154 ) Cash surrender value of life insurance policy premiums ( 16,072 ) ( 7,614 ) ( 10,953 ) Deferred compensation liability 16,044 7,637 11,078 Operating lease obligations ( 6,564 ) 345 ( 5,814 ) Accounts payable 15,924 17,870 7,117 Accrued wages and related liabilities 47,967 38,982 47,701 Other accrued liabilities 23,828 3,010 1,297 Accrued self-insurance liabilities 28,827 17,785 13,724 Other long-term liabilities ( 50 ) ( 46 ) ( 66 ) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 376,666 $ 272,513 $ 275,684 Cash flows from investing activities: Purchase of property and equipment ( 106,180 ) ( 87,545 ) ( 69,550 ) Cash payments for business acquisitions (Note 7) — ( 16,400 ) ( 6,000 ) Cash payments for asset acquisitions (Note 7) ( 67,798 ) ( 84,736 ) ( 98,224 ) Escrow deposits ( 1,216 ) — 100 Cash from insurance proceeds 2,029 1,339 6,899 Cash proceeds from the sale of assets 248 8,630 1,854 Deconsolidation of an ancillary business — — ( 1,984 ) Cash payments for Medicare and Medicaid licenses — — ( 106 ) Purchases of investments ( 29,603 ) ( 21,975 ) ( 32,257 ) Maturities of investments 18,852 14,356 27,481 Other restricted assets 970 149 ( 2,120 ) NET CASH USED IN INVESTING ACTIVITIES $ ( 182,698 ) $ ( 186,182 ) $ ( 173,907 ) Cash flows from financing activities: Proceeds from debt (Note 15) 150 411 45,218 Payments on debt (Note 15) ( 4,033 ) ( 4,106 ) ( 3,056 ) Issuance of common stock upon exercise of options 18,369 12,677 9,180 Repurchase of shares of common stock to satisfy tax withholding obligations ( 1,929 ) ( 1,702 ) ( 1,711 ) Repurchase of shares of common stock (Note 21) — ( 29,882 ) ( 10,118 ) Dividends paid ( 12,890 ) ( 12,168 ) ( 11,548 ) Proceeds from sale of subsidiary shares (Note 6) — 6,693 — Non-controlling interest distribution ( 4 ) ( 284 ) ( 2,908 ) Purchase of non-controlling interest ( 256 ) ( 704 ) 2,000 Payments of deferred financing costs ( 19 ) ( 3,197 ) ( 1,172 ) Proceeds from CARES Act Provider Relief Fund and Medicare Advance Payment Program (Note 3) — — 11,637 Repayments of CARES Act Provider Relief Fund and Medicare Advance Payment Program (Note 3) — — ( 113,660 ) NET CASH USED IN FINANCING ACTIVITIES $ ( 612 ) $ ( 32,262 ) $ ( 76,138 ) Net increase in cash and cash equivalents 193,356 54,069 25,639 Cash and cash equivalents beginning of period 316,270 262,201 236,562 Cash and cash equivalents end of period $ 509,626 $ 316,270 $ 262,201 Year Ended December 31, (In thousands) 2023 2022 2021 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 7,025 $ 7,604 $ 5,690 Income taxes $ 89,730 $ 70,055 $ 65,547 Lease liabilities $ 196,942 $ 151,870 $ 138,795 Non-cash financing and investing activity Accrued capital expenditures $ 4,600 $ 4,800 $ 3,700 Accrued dividends declared $ 3,396 $ 3,201 $ 3,035 Right-of-use assets obtained in exchange for new and modified operating lease obligations $ 376,550 $ 370,753 $ 198,593 See accompanying notes to consolidated financial statements. 96 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE 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 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 December 31, 2023, the Company's independent subsidiaries operated 297 facilities and other ancillary operations located in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Texas, Utah, Washington and Wisconsin. Subsequent to December 31, 2023, one of the Company's independent subsidiaries expanded its operations into Tennessee. The Company's independent subsidiaries have a collective capacity of approximately 30,600 operational skilled nursing beds and 3,100 senior living units. As of December 31, 2023, the Company's independent subsidiaries operated 214 facilities under long-term lease arrangements and had options to purchase 11 of those 214 facilities. The Company's real estate portfolio includes 113 owned real estate properties, which includes 83 facilities operated and managed by the Company's independent subsidiaries, 30 operations leased to and operated by third-party operators, and the Service Center (defined below) location. Of those 30 operations, one senior living facility is located on the same real estate property as a skilled nursing facility that an independent subsidiary 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 independent 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 independent 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 REIT structure provides the Company with an efficient vehicle for future acquisitions of properties that could be operated by Ensign's independent subsidiaries or other third parties. Refer to Note 6, Standard Bearer for additional information on Standard Bearer. Each of the Company's independent subsidiaries are operated by wholly-owned subsidiaries that have their own management, employees and assets. References herein to the consolidated “Company” and “its” assets and activities in this Annual Report are 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying consolidated financial statements (the 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 consolidated balance sheets and the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interests in its consolidated statements of income. The Financial Statements include the accounts of all independent subsidiaries controlled by the Company through its ownership of a majority voting interest. Reclassifications — Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. Estimates and Assumptions — The preparation of the 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 Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s 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. 97 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fair Value Considerations — 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. 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. 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. As the Company’s contracts with its patients have an original duration of one year or less, the Company uses the practical expedient applicable to its contracts and does not consider the time value of money. Further, because of the short duration of these contracts, the Company has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. In addition, the Company has applied the practical expedient provided by FASB ASC Topic 340, Other Assets and Deferred Costs , and all incremental customer contract acquisition costs are expensed as they are incurred because the amortization period would have been one year or less. 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 ASC 842. 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 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. 98 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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. Cash and Cash Equivalents — Cash and cash equivalents consist of bank term deposits, money market funds and treasury bill related investments with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of money market funds is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions. Insurance Subsidiary Deposits and Investments — The Company's captive insurance subsidiary cash and cash equivalents, deposits and investments are designated to support long-term insurance subsidiary liabilities and have been classified as short-term and long-term assets based on the timing of expected future payments of the Company's captive insurance liabilities. The majority of these deposits and investments are currently held in AA, A and BBB rated debt security investments and the remainder is held in a bank account with a high credit quality financial institution. The Company's non-qualified deferred compensation plan (the DCP)'s contracts insuring the lives of certain employees who are eligible to participate in the DCP are held in a rabbi trust. Cash surrender value of the contracts is based on funds that shadow the investment allocations specified by participants in the deferred compensation plan. When evaluating an investment for its current expected credit losses, the Company reviews factors such as historical experience with defaults, losses, credit ratings, term, market sector and macroeconomic trends, including current conditions and forecasts to the extent they are reasonable and supportable. 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 — 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 December 31, 2023, the Company has one financing lease that is not material to the consolidated balance sheet. Rights and obligations of these leases are included as right-of-use assets and current and long-term lease liabilities on the Company's 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 utilizes 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 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. 99 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company subleases skilled nursing facilities to third-party operators and considers the subleases to be separate contracts as 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 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 independent 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 independent 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 years ended December 31, 2023, 2022, and 2021. 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 independent subsidiaries 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. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company tests goodwill during the fourth quarter of each year or more often if events or circumstances indicate there may be impairment. The Company performs its analysis for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating segment management and provides services that are distinct from the other components of the operating segment, in accordance with the provisions of FASB ASC Topic 350, Intangibles—Goodwill and Other (ASC 350). This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a goodwill impairment test by comparing the carrying value of each reporting unit to its respective fair value. The Company determines the estimated fair value of each reporting unit using a discounted cash flow analysis. The fair value of the reporting unit is the implied fair value of goodwill. In the event a reporting unit's carrying value exceeds its fair value, an impairment loss will be recognized. An impairment loss is measured by the difference between the carrying value of the reporting unit and its fair value. Management has evaluated its goodwill and intangible assets and determined there was no impairment during the years ended December 31, 2023, 2022, and 2021. The Company has recognized cumulative goodwill impairment losses of $ 7,410 , since inception in 1999. 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 the Company's independent subsidiaries in California and a separate, one-time, deductible of $ 1,250 for the Company's independent subsidiaries not in California. For all independent subsidiaries, 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. Subsequent to December 31, 2023, the self-insured retention is $ 750 per claim, subject to an additional one-time deductible of $ 1,500 for the Company's independent subsidiaries in California. For the independent subsidiaries not in California, the self-insured retention is $ 650 per claim, subject to an additional one-time deductible of $ 1,350 . For all independent subsidiaries, except those located in Colorado, the third-party coverage above these limits is $ 1,000 per claim, $ 3,000 per operation, with a $ 10,000 blanket aggregate limit and an additional state-specific aggregate where required by state law. 100 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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 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. The Company’s independent 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 independent 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 independent 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. 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 years 2023 and 2022, respectively, and $ 500 for each covered person for fiscal year 2021. The Company believes that adequate provision has been made in the 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. 101 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Standard Bearer elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2022. Standard Bearer was 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 consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to The Ensign Group, Inc. in its 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 based upon the number of grants and other variables. Comprehensive Income — The Company does not have any components of other comprehensive income recorded within its Financial Statements and, therefore, does not separately present a statement of comprehensive income in its Financial Statements. Recent Accounting Pronouncements — Except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. For any new pronouncements announced, the Company considers whether the new pronouncements could alter previous generally accepted accounting principles and determines whether any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's financial management and certain standards are under consideration. Recent Accounting Standards Issued But Not Yet Adopted by the Company — In October 2023, the FASB issued ASU 2023-06 "Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative", which amends U.S. GAAP to include 14 disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's Notes to the Consolidated Financial Statements as these requirements were previously incorporated under the SEC Regulations. In November 2023, the FASB issued ASU 2023-07 " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ", which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis. This guidance is effective for annual periods beginning after December 15, 2023, which will be the Company's fiscal year 2024, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its Quarterly and Annual Reports. In December 2023, the FASB issued ASU 2023-09 " Income Taxes (Topic 740): Improvements to Income Tax Disclosures ", which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. This guidance is effective for annual periods beginning after December 15, 2024, which will be the Company's fiscal year 2025, with early adoption permitted. The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements. The Company is currently evaluating the impact of the ASU on its Annual Report. 102 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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. 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 72.6 %, 73.7 % and 73.6 % for the years ended December 31, 2023, 2022, and 2021, respectively. 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 years ended December 31, 2023, 2022, and 2021. Service revenue for the years ended December 31, 2023, 2022, and 2021 is summarized in the following tables: Year Ended December 31, 2023 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Medicaid (1) $ 1,459,449 39.4 % $ 1,183,156 39.3 % $ 1,022,460 39.2 % Medicare 985,749 26.6 832,160 27.7 727,103 27.8 Medicaid — skilled 245,663 6.6 200,878 6.7 172,770 6.6 Total Medicaid and Medicare 2,690,861 72.6 2,216,194 73.7 1,922,333 73.6 Managed care 666,129 18.0 525,710 17.5 456,728 17.5 Private and other (2) 351,081 9.4 266,807 8.8 232,415 8.9 SERVICE REVENUE $ 3,708,071 100.0 % $ 3,008,711 100.0 % $ 2,611,476 100.0 % (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 an cillary services. In addition to the service revenue above, the Company's rental revenue derived from triple-net lease arrangements with third parties is $ 21,284 , $ 16,757 and $ 15,985 for the years ended December 31, 2023, 2022, and 2021. State relief funding The Company received 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. 103 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE 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 specific qualifiers, the Company recorded deferred revenue for the excess amount until additional expenses are incurred for recognition. Accordingly, the amount of state relief revenue recognized is limited to the actual related expenses incurred. As of years ended December 31, 2023 and 2022, the Company had $ 486 and $ 1,001 in unapplied state relief funds, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company received an additional $ 64,238 , $ 81,057 , and $ 70,484 in state relief funding and recognized $ 64,753 , $ 81,837 , and $ 75,231 , respectively, as revenue. Federal relief funding In prior years, as part of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the CARES Act), the Company received cash distributions of relief fund payments (Provider Relief Funds) and funds authorized by U.S. Department of Health and Human Services (HHS) to be used to protect residents of nursing homes and long-term care (LTC) facilities from the impact of COVID-19. During the years ended December 31, 2023 and 2022, the Company did not receive Provider Relief Funds. During the year ended December 31, 2021, the Company received and returned $ 11,637 in Provider Relief Funds. In fiscal year 2020, the Company applied for and received $ 105,255 through the Medicare Accelerated and Advance Payment Program under the CARES Act. The purpose of the program is to assist in providing needed liquidity to care delivery providers. The Company repaid $ 3,232 of the funds in 2020 and the remaining funds of $ 102,023 in March 2021. The CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with approximately 50% of the deferred amount due by December 31, 2021 and the remaining 50% due by December 31, 2022. The Company recorded $ 48,309 of deferred payments of social security taxes as a liability during 2020, and paid the first and second half of the payments in the fourth quarters of 2021 and 2022, respectively. Balance Sheet Impact Included in the Company’s 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 December 31, 2023 and 2022, or activity during the years ended December 31, 2023, 2022, and 2021. Accounts receivable as of December 31, 2023 and 2022, is summarized in the following table: December 31, 2023 2022 Medicaid $ 178,285 $ 157,878 Managed care 125,907 95,940 Medicare 85,512 76,526 Private and other payors 104,683 85,890 494,387 416,234 Less: allowance for doubtful accounts ( 9,348 ) ( 7,802 ) ACCOUNTS RECEIVABLE, NET $ 485,039 $ 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: 104 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Year Ended December 31, 2023 2022 2021 NUMERATOR: Net income $ 209,850 $ 224,652 $ 197,725 Less: net income (loss) attributable to noncontrolling interests 451 ( 29 ) 3,073 Net income attributable to The Ensign Group, Inc. $ 209,399 $ 224,681 $ 194,652 DENOMINATOR: Weighted average shares outstanding for basic net income per share 55,708 54,887 54,486 Basic net income per common share: $ 3.76 $ 4.09 $ 3.57 A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Year Ended December 31, 2023 2022 2021 NUMERATOR: Net income $ 209,850 $ 224,652 $ 197,725 Less: net income (loss) attributable to noncontrolling interests 451 ( 29 ) 3,073 Net income attributable to The Ensign Group, Inc. $ 209,399 $ 224,681 $ 194,652 DENOMINATOR: Weighted average common shares outstanding 55,708 54,887 54,486 Plus: incremental shares from assumed conversion (1) 1,615 1,984 2,439 Adjusted weighted average common shares outstanding 57,323 56,871 56,925 Diluted net income per common share: $ 3.65 $ 3.95 $ 3.42 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 1,429 , 780 and 198 for the years ended December 31, 2023, 2022 and 2021, respectively. 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 amortized cost basis of $ 59,530 and $ 53,924 as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the amortized cost basis of the Company's financial assets included in the captive insurance subsidiary's investments are considered to approximate the fair value of these financial assets and are derived using Level 2 inputs. 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 and are held at fair value. As of December 31, 2023, and 2022, the fair value of the investment funds was $ 41,216 and $ 25,144 , respectively, which are derived using Level 2 inputs. Additionally, the Company has other investments held at historical cost basis, which are not material, where the fair value is derived using Level 3 inputs. The Company believes its amortized cost basis investments that were in an unrealized loss position as of December 31, 2023 and 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. 105 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 6. STANDARD BEARER Standard Bearer's real estate portfolio consists of 108 of the Company's 113 owned real estate properties, of which 79 are operated and managed by the Company's independent subsidiaries and 30 are leased to and operated by third-party operators. Of those 30 operations, one senior living facility is located on the same real estate property as a skilled nursing facility that an independent subsidiary owns and operates. Standard Bearer elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2022. During the year ended December 31, 2023, Standard Bearer acquired the real estate of three stand-alone skilled nursing facilities and two campus operations for an aggregate purchase price of $ 65,899 . Of these additions, the three skilled nursing facilities and one campus operation acquired are operated by the Company's independent subsidiaries and the other campus operation is leased to a third-party operator. During the year ended December 31, 2022, Standard Bearer acquired the real estate of ten skilled nursing facilities for an aggregate purchase price of $ 84,656 , three of which were previously operated and managed by the Company's independent subsidiaries. Refer to Note 7, Operation Expansions , for additional information. As part of the formation of Standard Bearer, certain of the Company's independent subsidiaries, Standard Bearer and Standard Bearer's independent real estate 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 8, Business Segments , for additional information related to these intercompany eliminations as well as Standard Bearer as a reportable segment. Intercompany master lease agreements Certain of the Company's independent subsidiaries and 79 Standard Bearer independent real estate subsidiaries have 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 independent 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 the Company's independent subsidiaries was $ 66,712 , $ 57,967 , and $ 44,165 for the years ended December 31, 2023, 2022, and 2021, respectively. 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 year ended December 31, 2023 and 2022 was $ 4,948 and $ 4,367 , respectively. No management fees were recorded in 2021, which was prior to the formation of Standard Bearer. 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 Credit Facility 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. 106 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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 independent 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. During the year ended December 31, 2022, Standard Bearer sold fully vested common shares from the Standard Bearer Equity Plan to shareholders for cash of $ 6,544 . During the year ended December 31, 2023 and 2022, the Company did not grant any stock options nor restricted shares under the Standard Bearer Equity Plan. Also, during the year ended December 31, 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. 7. OPERATION EXPANSIONS The expansion focus of the Company's independent subsidiaries is to purchase or lease operations that are complementary to the current operations, accretive to the business, or otherwise advance the Company's strategy. The results of all independent subsidiaries are included in the Financial Statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting. The Company's independent subsidiaries also enter into long-term leases that may include options to purchase the facilities. As a result, from time to time, an independent real estate subsidiary will acquire the property of facilities that have previously been operated under third-party leases. 2023 Expansions During the year ended December 31, 2023, the Company expanded its operations and real estate portfolio through a combination of long-term leases and real estate purchases , with the addition of 25 stand-alone skilled nursing operations and one campus operation. Of these additions, Standard Bearer acquired the real estate of three of the stand-alone skilled nursing operations and one campus operation, which were leased back to the Company's independent subsidiaries. Refer to Note 6, Standard Bearer, for additional information on the purchase of real estate properties. These new operations added a total of 2,483 operational skilled nursing beds and 94 operational senior living units to be operated by the Company's independent 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 each prior operator as part of each transaction. Subsequent to December 31, 2023, the Company expanded its operations through a long-term lease, with the addition of two stand-alone skilled nursing operations, totaling 241 operational skilled nursing beds operated by the Company's independent subsidiaries, including one in a new state, Tennessee. 2022 Expansions During the year ended December 31, 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 23 stand-alone skilled nursing operations and one campus operation. Of these additions, Standard Bearer acquired the real estate of seven of the stand-alone skilled nursing operations, which were leased back to Ensign's independent subsidiaries. Refer to Note 6, Standard Bearer , for additional information on the purchases of real estate properties. In addition, the Company added five senior living operations that were transferred from The Pennant Group, Inc. (Pennant), three of which are part of campuses operated by the Company's independent subsidiaries. These new operations added a total of 3,058 operational skilled nursing beds and 674 operational senior living units to be operated by the Company's independent subsidiaries. The Company also invested in new ancillary services that are complementary to its existing businesses. 107 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Of the new operations acquired during the year ended December 31, 2022, $ 16,400 was concentrated in goodwill and accordingly, the transactions were classified as business combinations. 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 each prior operator as part of each transaction. 2021 Acquisitions During the year ended December 31, 2021, the Company expanded its operations through a combination of long-term leases and a real estate purchase, with the addition of 17 stand-alone skilled nursing operations and five real estate purchases, four of which the Company previously operated and continues to operate. The remaining real estate purchase is operated by Pennant. These new operations added a total of 1,832 operational skilled nursing beds operated by the Company's independent subsidiaries. Of the new operations acquired during the year ended December 31, 2021, $ 6,000 was concentrated in goodwill and accordingly, the transactions were classified as business combinations. In connection with the new operations made 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 table below presents the allocation of the purchase price for the operations acquired during the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Land $ 7,794 $ 15,527 $ 19,928 Building and improvements 57,488 65,070 77,975 Equipment, furniture, and fixtures 1,840 1,618 217 Assembled occupancy 346 367 29 Goodwill — 16,400 6,000 Leased asset — 1,909 — Other indefinite-lived intangible assets 330 245 75 TOTAL ACQUISITIONS $ 67,798 $ 101,136 $ 104,224 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 independent subsidiaries . The assets added during the year ended December 31, 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 consolidated balance sheets of the Company, and the operating results have been included in the consolidated statements of income of the Company since the date the Company gained effective control. 8. 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 December 31, 2023, the skilled services segment includes 259 skilled nursing operations and 27 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. The Company's Standard Bearer segment consists of 108 owned real estate properties. 108 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company also reports an “All Other” category that includes results from its senior living operations, which includes 11 stand-alone senior living operations and the senior living operations at 27 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: Year Ended December 31, 2023 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 3,578,855 $ — $ 144,667 $ ( 15,451 ) $ 3,708,071 Rental revenue (3) — 82,486 11,137 ( 72,339 ) 21,284 TOTAL REVENUE $ 3,578,855 $ 82,486 $ 155,804 $ ( 87,790 ) $ 3,729,355 Segment income (loss) 464,925 29,065 ( 221,251 ) — 272,739 Gain on sale of assets and insurance recoveries from real estate, net 23 Income before provision for income taxes $ 272,762 Depreciation and amortization 38,766 25,205 8,416 — 72,387 Interest expense (4) $ — $ 19,761 $ 1,228 $ ( 12,902 ) $ 8,087 (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 independent subsidiaries 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 $ 3,897 for the year ended December 31, 2023. Intercompany rental revenue represents rental income generated by both Standard Bearer and other real estate properties with the Company's independent subsidiaries. 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. 109 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Year Ended December 31, 2022 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 2,906,215 $ — $ 115,214 $ ( 12,718 ) $ 3,008,711 Rental revenue (3) — 72,937 7,396 ( 63,576 ) 16,757 TOTAL REVENUE $ 2,906,215 $ 72,937 $ 122,610 $ ( 76,294 ) $ 3,025,468 Segment income (loss) 408,732 27,871 ( 150,781 ) — 285,822 Gain on sale of assets and insurance recoveries from real estate, net 3,267 Income before provision for income taxes $ 289,089 Depreciation and amortization 33,224 21,613 7,518 — 62,355 Interest expense (4) $ — $ 15,707 $ 1,870 $ ( 8,646 ) $ 8,931 (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 independent subsidiaries 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 independent subsidiaries. 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. Year Ended December 31, 2021 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 2,523,234 $ — $ 95,276 $ ( 7,034 ) $ 2,611,476 Rental revenue (3) — 58,127 7,409 ( 49,551 ) 15,985 TOTAL REVENUE $ 2,523,234 $ 58,127 $ 102,685 $ ( 56,585 ) $ 2,627,461 Segment income (loss) 373,603 31,876 ( 147,915 ) — 257,564 Gain on real estate insurance recoveries 440 Income before provision for income taxes $ 258,004 Depreciation and amortization 30,681 17,558 7,746 — 55,985 Interest expense $ — $ 6,842 $ 7 $ — $ 6,849 (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 independent subsidiaries 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 independent subsidiaries. Intercompany rental revenue is eliminated in consolidation along with corresponding intercompany rent expense. Service revenue by major payor source were as follows: Year Ended December 31, 2023 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 1,429,473 $ 29,976 $ 1,459,449 39.4 % Medicare 985,749 — 985,749 26.6 Medicaid-skilled 245,663 — 245,663 6.6 Subtotal 2,660,885 29,976 2,690,861 72.6 Managed care 666,129 — 666,129 18.0 Private and other (2) 251,841 99,240 351,081 9.4 TOTAL SERVICE REVENUE $ 3,578,855 $ 129,216 $ 3,708,071 100.0 % (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. (3) All Other incorporates intercompany eliminations. 110 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Year Ended December 31, 2022 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 1,158,309 $ 24,847 $ 1,183,156 39.3 % Medicare 832,160 — 832,160 27.7 Medicaid-skilled 200,878 — 200,878 6.7 Subtotal 2,191,347 24,847 2,216,194 73.7 Managed care 525,710 — 525,710 17.5 Private and other (2) 189,158 77,649 266,807 8.8 TOTAL SERVICE REVENUE $ 2,906,215 $ 102,496 $ 3,008,711 100.0 % (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. (3) All Other incorporates intercompany eliminations. Year Ended December 31, 2021 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 1,007,061 $ 15,399 $ 1,022,460 39.2 % Medicare 727,103 — 727,103 27.8 Medicaid-skilled 172,770 — 172,770 6.6 Subtotal 1,906,934 15,399 1,922,333 73.6 Managed care 456,728 — 456,728 17.5 Private and other (2) 159,572 72,843 232,415 8.9 TOTAL SERVICE REVENUE $ 2,523,234 $ 88,242 $ 2,611,476 100.0 % (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. (3) All Other incorporates intercompany eliminations. 9. PROPERTY AND EQUIPMENT - NET Property and equipment, net consists of the following: December 31, 2023 2022 Land $ 142,656 $ 134,864 Buildings and improvements 803,155 728,231 Leasehold improvements 172,064 150,903 Equipment 339,383 295,739 Furniture and fixtures 4,192 4,544 Construction in progress 25,563 17,521 1,487,013 1,331,802 Less: accumulated depreciation ( 396,242 ) ( 339,792 ) PROPERTY AND EQUIPMENT, NET $ 1,090,771 $ 992,010 The Company completed the sale of assets for a sale price of $ 8,607 and recorded a gain of $ 3,467 within the Company's consolidated statement of income as cost of services during the year ended December 31, 2022. In addition, the Company evaluated its long-lived assets and did not record an impairment charge for the fiscal years ended 2023, 2022, and 2021. See also Note 6, Standard Bearer and Note 7, Operation Expansions for information on acquisitions during the year ended December 31, 2023. 111 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 10. INTANGIBLE ASSETS - NET Weighted Average Life (Years) December 31, 2023 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Assembled occupancy 0.3 $ 781 $ ( 742 ) $ 39 $ 435 $ ( 388 ) $ 47 Facility trade name 30.0 733 ( 439 ) 294 733 ( 415 ) 318 Customer relationships 18.4 4,582 ( 2,692 ) 1,890 4,582 ( 2,482 ) 2,100 TOTAL $ 6,096 $ ( 3,873 ) $ 2,223 $ 5,750 $ ( 3,285 ) $ 2,465 During the years ended December 31, 2023, 2022, and 2021, amortization expense was $ 1,790 , $ 1,714 and $ 1,435 , respectively, of which $ 1,202 , $ 1,160 and $ 1,158 was related to the amortization of right-of-use assets, respectively. The Company did no t record any impairment charge to intangible assets during the years ended December 31, 2023, 2022, and 2021. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2024 274 2025 234 2026 234 2027 234 2028 234 Thereafter 1,013 $ 2,223 Other indefinite-lived intangible assets consist of the following: December 31, 2023 2022 Trade name $ 889 $ 889 Medicare and Medicaid licenses 3,413 3,083 TOTAL $ 4,302 $ 3,972 During the year ended December 31, 2023, the Company acquired $ 330 in Medicare and Medicaid licenses compared to $ 245 and $ 181 in the fiscal years 2022 and 2021, respectively. 11. GOODWILL The Company anticipates that the majority of goodwill recognized will be fully deductible for tax purposes as of December 31, 2023. All of the Company's acquisitions during the year ended December 31, 2023 were classified as asset acquisitions and accordingly, no goodwill was recognized for these acquisitions. There were no other activities in goodwill during the year ended December 31, 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 December 31, 2023, 2022 and 2021: 112 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Goodwill Skilled Services All Other Total January 1, 2021 $ 45,486 $ 8,983 $ 54,469 Additions 6,000 — 6,000 December 31, 2021 $ 51,486 $ 8,983 $ 60,469 Additions 16,400 — 16,400 December 31, 2022 $ 67,886 $ 8,983 $ 76,869 December 31, 2023 $ 67,886 $ 8,983 $ 76,869 12. RESTRICTED AND OTHER ASSETS Restricted and other assets consist of the following: December 31, 2023 2022 Debt issuance costs, net $ 2,883 $ 3,753 Long-term insurance losses recoverable asset 15,913 10,512 Capital improvement reserves with landlords and lenders 4,870 6,446 Deposits with landlords 2,661 2,527 Escrow deposits 1,216 — Other 12,662 14,053 RESTRICTED AND OTHER ASSETS $ 40,205 $ 37,291 Included in restricted and other assets as of December 31, 2023 and 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. 13. OTHER ACCRUED LIABILITIES Other accrued liabilities consist of the following: December 31, 2023 2022 Quality assurance fee $ 14,035 $ 7,701 Refunds payable 51,248 40,783 Resident advances 10,834 9,698 Unapplied state relief funds 486 1,001 Cash held in trust for patients 6,215 6,400 Dividends payable 3,396 3,201 Property taxes 12,875 10,926 Accrued litigation (Note 20) 51,734 4,553 Other 17,405 13,046 OTHER ACCRUED LIABILITIES $ 168,228 $ 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 consolidated balance sheets. 113 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 14. INCOME TAXES The provision for income taxes on continuing operations for the years ended December 31, 2023, 2022 and 2021 is summarized as follows: Year Ended December 31, 2023 2022 2021 Current: Federal $ 73,092 $ 56,717 $ 49,105 State 17,301 14,216 11,898 90,393 70,933 61,003 Deferred: Federal ( 22,280 ) ( 5,158 ) ( 716 ) State ( 5,201 ) ( 1,338 ) ( 8 ) ( 27,481 ) ( 6,496 ) ( 724 ) TOTAL $ 62,912 $ 64,437 $ 60,279 A reconciliation of the federal statutory rate to the effective tax rate for income from continuing operations for the years ended December 31, 2023, 2022 and 2021, respectively, is comprised as follows: December 31, 2023 2022 2021 Income tax expense at statutory rate 21.0 % 21.0 % 21.0 % State income taxes - net of federal benefit 3.5 3.5 3.7 Non-deductible expenses 3.4 2.0 2.4 Equity compensation ( 4.2 ) ( 3.6 ) ( 3.3 ) Other adjustments ( 0.6 ) ( 0.6 ) ( 0.4 ) TOTAL INCOME TAX PROVISION 23.1 % 22.3 % 23.4 % The Company's effective tax rate was 23.1 % for the year ended December 31, 2023, compared to 22.3 % for the same period in 2022 and 23.4 % in 2021. The higher effective tax rate is due to higher non-deductible expenses compared to tax benefits from stock compensation. The Company's deferred tax assets and liabilities as of December 31, 2023 and 2022 are summarized below. 114 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2023 2022 Deferred tax assets (liabilities): Accrued expenses $ 81,502 $ 61,685 Revenue related reserves 23,714 18,046 Tax credits 1,192 1,742 Insurance 16,864 11,910 Lease liability 444,590 364,408 State taxes — 28 567,862 457,819 Valuation allowance ( 789 ) ( 789 ) TOTAL DEFERRED TAX ASSETS 567,073 457,030 State taxes ( 280 ) — Depreciation and amortization ( 52,334 ) ( 49,146 ) Prepaid expenses ( 4,113 ) ( 5,150 ) Right of use asset ( 443,222 ) ( 363,091 ) TOTAL DEFERRED TAX LIABILITIES ( 499,949 ) ( 417,387 ) NET DEFERRED TAX ASSETS $ 67,124 $ 39,643 The Company had state credit carryforwards as of December 31, 2023 and 2022 of $ 1,192 and $ 1,742 , respectively. These carryforwards almost entirely relate to state limitations on the application of Enterprise Zone employment-related tax credits. Unless the Company uses the Enterprise Zone credits beforehand, the carryforward began to expire in 2023. The remainder of these carryforwards relate to credits against the Texas margin tax and is expected to carryforward until 2027. As of December 31, 2023 and 2022, the valuation allowance of $ 789 , for both years, was primarily recorded against the Enterprise Zone credits as the Company believes it is more likely than not that some of the benefit of the credits will not be realized. The Company's operating loss carry forwards for states were not material during the year ended December 31, 2023 and 2022. As of December 31, 2023, 2022 and 2021, the Company did not have any unrecognized tax benefits, net of its state benefits that would affect the Company's effective tax rate. The Company classifies interest and/or penalties on income tax liabilities or refunds as additional income tax expense or income. Such amounts are not material. The federal statutes of limitations on the Company's 2019, 2018, and 2017 income tax years lapsed during the third quarter of 2023, 2022, and 2021, respectively. During the fourth quarter of each year, various state statutes of limitations also lapsed. The lapses during the years ended December 31, 2023 and 2022 had no impact on the Company's unrecognized tax benefits. During the year ended December 31, 2021, the state of Wisconsin initiated and completed an examination of the Company's 2019, 2018, and 2017 state tax years with no adjustments. The Company is not under examination by any major income tax jurisdiction. 15. DEBT Debt consists of the following: December 31, 2023 2022 Mortgage loans and promissory note $ 152,388 $ 156,271 Less: current maturities ( 3,950 ) ( 3,883 ) Less: debt issuance costs, net ( 2,941 ) ( 3,119 ) LONG-TERM DEBT LESS CURRENT MATURITIES $ 145,497 $ 149,269 115 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE 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 independent 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 Facility). 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 year ended December 31, 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 independent subsidiaries as well as a first lien on substantially all of such independent subsidiaries' personal property. The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its independent 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 December 31, 2023, there was no outstanding debt under the Credit Facility. The Company was in compliance with all loan covenants as of December 31, 2023. Mortgage Loans and Promissory Note The Company has 23 subsidiaries that have mortgage loans insured with HUD in the aggregate amount of $ 150,244 , 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 $ 2,144 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. Future principal payments due under the long-term debt arrangements discussed above are as follows: Years Ending December 31, Amount 2024 $ 3,950 2025 4,086 2026 4,227 2027 3,897 2028 3,779 Thereafter 132,449 $ 152,388 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. 116 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Off-Balance Sheet Arrangements As of December 31, 2023, the Company had approximately $ 6,255 of borrowing capacity under the Credit Facility pledged as collateral to secure outstanding letters of credit, which decreased by $ 455 from prior year. 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 consolidated statements of income for the years ended December 31, 2023, 2022, and 2021 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. 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 Omnibus Incentive 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 December 31, 2023, the total number of shares available for issuance under the 2022 Plan was 1,454 . 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 and market information, which can change significantly over time. The Black-Scholes model required the Company to make several key judgments including: • The expected option term is calculated by the average of the contractual term of the options and the weighted average vesting period for all options. The calculation of the expected option term is based on the Company's experience due to sufficient history. • The Company utilizes its own experience to calculate estimated volatility for options granted. • The dividend yield is based on the Company's historical pattern of dividends as well as expected dividend patterns. • The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term. • Estimated forfeiture rate of approximately 5.08 % per year is based on the Company's historical forfeiture activity of unvested stock options. Stock Options The Company granted 1,008 , 581 and 621 stock options during the years ended December 31, 2023, 2022, and 2021, respectively. The Company used the following assumptions for stock options granted during the years ended December 31, 2023, 2022 and 2021: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2023 1,008 4.3 % 6.2 years 41.3 % 0.2 % 2022 581 2.8 % 6.2 years 42.1 % 0.3 % 2021 621 1.0 % 6.2 years 42.4 % 0.3 % For the years ended December 31, 2023, 2022 and 2021, the following represents the exercise price and fair value displayed at grant date for stock option grants: 117 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2023 1,008 $ 95.05 $ 43.85 2022 581 $ 85.74 $ 37.83 2021 621 $ 80.19 $ 32.82 The weighted average exercise price equaled the weighted average fair value of common stock on the grant date for all options granted during the periods ended December 31, 2023, 2022 and 2021 and therefore, the intrinsic value was $ 0 at the date of grant. The following table represents the employee stock option activity during the year ended December 31, 2023: Number of Options Outstanding Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price of Options Vested January 1, 2021 4,038 $ 27.71 2,148 $ 16.66 Granted 621 80.19 Forfeited ( 105 ) 44.76 Exercised ( 516 ) 17.80 December 31, 2021 4,038 $ 36.60 2,183 $ 21.02 Granted 581 85.74 Forfeited ( 98 ) 59.52 Exercised ( 688 ) 18.43 December 31, 2022 3,833 $ 46.72 2,069 $ 28.87 Granted 1,008 95.05 Forfeited ( 91 ) 71.44 Exercised ( 759 ) 24.21 December 31, 2023 3,991 $ 62.65 1,887 $ 39.58 The following summary information reflects stock options outstanding, vested and related details as of December 31, 2023: Stock Options Outstanding Stock Options Vested Number Outstanding Black-Scholes Fair Value Remaining Contractual Life (Years) Vested and Exercisable Year of Grant Exercise Price 2014 8.94 - 16.05 99 $ 484 1 99 2015 18.20 - 21.39 175 1,369 2 175 2016 15.93 - 16.86 155 916 3 155 2017 15.80 - 19.41 194 1,138 4 194 2018 22.49 - 32.71 336 3,523 5 336 2019 41.07 - 45.76 510 8,014 6 383 2020 44.84 - 59.49 476 9,383 7 257 2021 73.47 - 83.64 513 16,844 8 189 2022 79.79 - 94.88 540 20,466 9 99 2023 $ 89.83 - $ 98.83 993 43,566 10 — TOTAL 3,991 $ 105,703 1,887 The aggregate intrinsic value of options outstanding, vested and expected to vest as of December 31, 2023, 2022 and 2021 is as follows: 118 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, Options 2023 2022 2021 Outstanding $ 197,819 $ 183,593 $ 191,242 Vested 137,048 136,000 137,382 Expected to vest 56,759 43,232 48,548 The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options . At December 31, 2023, 2022 and 2021, t he aggregate intrinsic value of options that vested during the years ended December 31, 2023, 2022 and 2021 was $ 31,658 , $ 27,955 , and $ 27,731 , respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 56,186 , $ 47,441 , and $ 34,278 , respectively. Restricted Stock Awards The Company granted 219 , 233 and 222 restricted stock awards during the years ended December 31, 2023 , 2022 and 2021, 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 years ended December 31, 2023 , 2022 and 2021 ranged from $ 89.83 to $ 98.31 , $ 73.17 to $ 94.88 and $ 72.84 to $ 93.31 , 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 December 31, 2023 and changes during the years ended December 31, 2023, 2022 and 2021 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 591 $ 38.90 Granted 222 81.65 Vested ( 244 ) 47.45 Forfeited ( 20 ) 45.64 Nonvested at December 31, 2021 549 $ 52.16 Granted 233 81.57 Vested ( 269 ) 54.06 Forfeited ( 26 ) 57.29 Nonvested at December 31, 2022 487 $ 64.92 Granted 219 92.04 Vested ( 255 ) 64.21 Forfeited ( 20 ) 71.53 Nonvested at December 31, 2023 431 $ 78.91 During the year ended December 31, 2023, the Company granted 18 quarterly stock awards to non-employee directors for their service on the Company's board of directors from the 2022 Plan. The fair value per share of these stock awards ranged from $ 89.94 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 of Pennant from the Company in 2019 (spin-off transaction) were granted shares of restricted stock upon successful completion of the spin-off. 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 are entirely forfeited. The total stock-based compensation related to the 2019 LTI Plan was approximately $ 827 , $ 836 , and $ 854 for the years ended December 31, 2023, 2022 and 2021, respectively. 119 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE 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 years ended December 31, 2023 , 2022 and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Stock-based compensation expense related to stock options $ 17,221 $ 11,361 $ 8,459 Stock-based compensation expense related to restricted stock awards 11,845 9,920 8,385 Stock-based compensation expense related to stock options and restricted stock awards to non-employee directors 1,688 1,439 1,834 TOTAL $ 30,754 $ 22,720 $ 18,678 In future periods, the Company expects to recognize approximately $ 67,750 and $ 29,245 in stock-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of December 31, 2023. Future stock-based compensation expense will be recognized over 3.9 and 3.4 weighted average years for unvested options and restricted stock awards, respectively. There were 2,104 unvested and outstanding options as of December 31, 2023, of which 1,940 shares are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest as of December 31, 2023 was 6.7 years. 17. LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 independent 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 having occurred and been continuing; and (2) the tenants providing 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 for continuing operations under the Master Leases was approximately $ 66,439 , $ 64,178 and $ 59,571 for the years ended December 31, 2023, 2022 and 2021, 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 December 31, 2023. In connection with the spin-off 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. 120 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company leases facilities where its independent subsidiaries operate 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 $ 197,856 , $ 153,174 and $ 139,458 for the years ended December 31, 2023, 2022 and 2021, respectively. Eighty of the Company’s independent subsidiaries, excluding the subsidiaries that are operated under the Master Leases with CareTrust, are operated under 13 separate master lease arrangements. During 2023, the Company expanded its operations through three separate master lease arrangements for 22 stand-alone skilled nursing operations, of which 19 are operated by the Company's independent subsidiaries and the remaining three are subleased to a third-party operator. These three master leases increased the lease liabilities and right-of-use assets by $ 346,789 to reflect the new lease obligations and have initial lease terms of 18 , 20 and 20 years, respectively. Under these master leases, a default 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: Year Ended December 31, 2023 2022 2021 Rent - cost of services (1) $ 197,358 $ 153,049 $ 139,371 General and administrative expense 498 125 87 Depreciation and amortization (2) 1,202 1,160 1,158 Variable lease costs (3) 20,454 16,938 14,077 $ 219,512 $ 171,272 $ 154,693 (1) Rent- cost of services includes deferred rent expense adju stments of $ 870 , $ 493 and $ 485 for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as consumer price index increases and short-term leases of $ 10,259 , $ 5,878 , $ 3,702 for the years ended December 31, 2023, 2022, and 2021 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 consolidated statements of income. Future minimum lease payments for all third-party leases as of December 31, 2023 are as follows: Year Amount 2024 $ 191,352 2025 191,269 2026 191,058 2027 190,481 2028 189,224 Thereafter 1,722,259 TOTAL LEASE PAYMENTS 2,675,643 Less: present value adjustment ( 953,791 ) PRESENT VALUE OF TOTAL LEASE LIABILITIES 1,721,852 Less: current lease liabilities ( 82,526 ) LONG-TERM OPERATING LEASE LIABILITIES $ 1,639,326 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 December 31, 2023 and 2022, the weighted average remaining lease term is 14.9 years and 15.0 years and the weighted average discount rate used to determine the operating lease liabilities is 6.5 % and 6.7 %. Subsequent to December 31, 2023, the Company amended an existing separate master lease arrangement to add two stand-alone skilled nursing facilities and extend the initial term to 20 years. This added a total of 241 operational skilled nursing beds operated by the Company's independent subsidiaries and the aggregate impact to the carrying value of lease liabilities and right-of-use assets related to the separate master lease agreement is estimated to be approximately $ 30,980 . 121 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Lessor Activities The Company leases its owned real estate properties to third-party operators, of which 29 senior living operations are operated by 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 from 14 to 16 years. During 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. Additionally, during the year, the Company entered into a lease agreement with a third-party operator for one campus operation with an initial lease term of 15 years. Total rental income from all third-party sources for the years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 2022 2021 Pennant (1) $ 15,048 $ 14,915 $ 14,073 Other third-party (2) 6,236 1,842 1,912 TOTAL $ 21,284 $ 16,757 $ 15,985 (1) Pennant rental income includes variable rent such as property taxes of $ 1,296 , $ 1,318 , and $ 1,199 during the year ended December 31, 2023, 2022, and 2021. In addition, the number of senior living operations leased to and operated by Pennant was 29 during the year ended December 31, 2023 and decreased from 32 to 29 during the year ended December 31, 2022. (2) Other third-party includes rental revenue associated with the Company's subleases to third parties of $ 3,897 for the year ended December 31, 2023. There was no sublease rental revenue for the years ended December 31, 2022 and 2021. Future annual rental income for all third-party leases as of December 31, 2023 were as follows: Year Amount (1) 2024 $ 22,191 2025 21,565 2026 21,269 2027 21,176 2028 21,151 Thereafter 129,586 TOTAL $ 236,938 (1) Annual rental income includes base rents and variable rental income pursuant to existing leases as of December 31, 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 expensed matching contributions to the 401(k) Plan of $ 2,836 , $ 2,418 , and $ 2,121 during the years ended December 31, 2023, 2022 and 2021, respectively. The Company has a non-qualified deferred compensation plan (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 fiscal years 2023, 2022 and 2021. 122 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As of the years ended December 31, 2023 and 2022, the Company accrued $ 49,201 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 years ended December 31, 2023 and 2021, the Company recorded gains related to its DCP of $ 4,634 and $ 1,612 , respectively, which are included in other income (expense), net, and recorded offsetting expenses of $ 4,887 and $ 1,758 , respectively, which are allocated between cost of services and general and administrative expenses. For the year ended December 31, 2022, the Company recorded a loss related to its DCP of $ 4,188 , which is included in other income (expense), net, and recorded an offsetting reduction in expense of $ 4,051 , which is allocated between cost of services and general and administrative expenses. 19. SELF INSURANCE LIABILITIES The following table represents activity in our insurance liabilities as of and for the years ended December 31, 2023 and 2022: Amount Balance January 1, 2022 $ 110,139 Current year provisions 115,793 Claims paid and direct expenses ( 98,007 ) Change in long-term insurance losses recoverable 3,757 Balance December 31, 2022 $ 131,682 Current year provisions 164,627 Claims paid and direct expenses ( 135,799 ) Change in long-term insurance losses recoverable 5,400 Balance December 31, 2023 $ 165,910 Included in the table above are accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, of $ 117,744 and $ 87,000 as of December 31, 2023 and 2022, respectively. Included in long-term insurance losses recoverable as of December 31, 2023 and 2022 are anticipated insurance recoveries related to the Company's general and professional liability claims that are recorded on a gross rather than net basis in accordance with GAAP. 20. COMMITMENTS AND CONTINGENCIES 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 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 based on 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 consolidated balance sheets for any of the periods presented. In connection with the spin-off 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. 123 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Litigation and 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. 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 us. The Company and its independent subsidiaries are party to various legal actions and administrative proceedings and are subject to various claims arising in the ordinary course of business, including claims that services provided to patients by the Company’s independent subsidiaries have resulted in injury or death, and claims related to employment and commercial matters. For example, in a four-week medical negligence trial in the State of Arizona, the jury returned a verdict against one of the Company’s independent subsidiaries in late November 2023. The Company intends to appeal the verdict. The Company has in the past appealed and have in some circumstances received returned decisions in its favor. Although the Company intends to vigorously defend against these claims and in general these types of claims and cases, there can be no assurance that the outcomes of these matters will not have a material adverse effect on operational results and financial condition. Additionally, in certain states in which the Company has or has had independent subsidiaries, insurance coverage for the risk of punitive damages arising from general and professional liability litigation may not be available due to state law and/or public policy prohibitions. There can be no assurance that the Company or its independent subsidiaries will not be liable for punitive damages awarded in litigation arising in states for which punitive damage insurance coverage is not available. The skilled nursing and post-acute care industry is heavily regulated. As such, the Company and its independent subsidiaries are continuously subject to state and federal regulatory scrutiny, supervision and control in the ordinary course of business. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition to being subject to direct regulatory oversight from state and federal agencies, the skilled nursing and post-acute care industry is also subject to regulatory requirements which, if noncompliance is identified, could result in civil, administrative or criminal fines, penalties or restitutionary relief, and reimbursement; authorities could also seek the suspension or exclusion of the provider or individual from participation in their programs. The Company believes that there has been, and will continue to be, an increase in governmental investigations of post-acute providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in civil legal proceedings or governmental investigations, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s financial position, results of operations, and cash flows. Additionally, such proceedings and/or investigation can be a distraction to the business. For example, 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 and its independent subsidiaries received a document and information request from the House Select Subcommittee. The Company and its independent subsidiaries cooperated in responding to this inquiry. In July 2022 and thereafter, the Company and its independent subsidiaries received follow up requests for additional documents and information. The Company and its independent subsidiaries responded to these requests and cooperated 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 in connection with their assigned responsibilities. Also , the Company, on behalf of its independent subsidiaries, received a Civil Investigative Demand (CID) from the U.S. Department of Justice (DOJ) in January of 2024 indicating that the DOJ is investigating the Company to determine whether it has caused the submission of claims to Medicare and Texas Medicaid for services which were unnecessary or otherwise not consistent with existing reimbursement requirements. The CID covers the period from January 1, 2016, to the present. As a general matter, the Company's independent subsidiaries maintain policies and procedures to promote compliance with all applicable Medicare and Medicaid requirements, including but not limited to those relating to the presentation of claims for reimbursement for services provided. The Company intends to fully cooperate with the DOJ in response to the CID. However, the Company cannot predict the outcome of the investigation or its potential impact on the consolidated financial statements. 124 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) In addition to the potential lawsuits and claims described above, the Company and its independent subsidiaries are also subject to potential lawsuits under the FCA 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. In addition, and pursuant to the qui tam or "whistleblower" provisions of the FCA, 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, on May 31, 2018, the Company, on behalf of its independent subsidiaries, received a CID from the DOJ stating that it was investigating to determine whether there had been a violation of the False Claims Act (FCA) and/or the Anti-Kickback Statute (AKS) with respect to the relationships between certain of the Company’s independent subsidiaries and persons who serve or have served as medical directors. The Company fully cooperated with the DOJ and promptly responded to its requests for information. In April 2020, the Company was advised that the DOJ declined to intervene in any subsequent action filed in connection with the subject matter of this investigation. Despite the decision of the DOJ to decline to participate in litigation based on the subject matter of its previously issued CID, the involved qui tam relator moved forward with the complaint in December 2020. From that time until December 2023, and notwithstanding the Company's success in early pre-trial motions, the Company continued to incur legal defense costs and fees, including significant amounts as part of discovery in the fourth quarter of 2023. In early January 2024, the Company entered into mediation and on January 19, 2024, the parties agreed to settle the civil case for $ 48,000 , subject to the review of the DOJ and other relevant government entities. The settlement does not include admissions on the part of the Company or its independent subsidiaries and the Company maintains that it has and continues to comply with all applicable State and Federal statutes (including but not limited to the FCA and the AKS). In addition to the FCA, 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 FCA. As such, the Company and its independent 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 subsidiaries do business. In May 2009, Congress passed the FERA which made significant changes to the FCA 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 an FCA 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 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. 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 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. 125 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company and its independent 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 subsidiaries are subjected to, alleged to be liable for, or agree to a settlement of, claims or obligations under federal Medicare statutes, the FCA, or similar state and federal statutes and related regulations, or if the Company or its independent 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 subsidiaries under a Corporate Integrity Agreement and/or other such arrangement. 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. Medicare Revenue Recoupments — The Company's independent 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 December 31, 2023 and through the filing date of this report, 40 of the Company's independent subsidiaries had Reviews scheduled or in process. In June 2023, 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. 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 applies 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. The Company’s receivables from Medicare and Medicaid payor programs accounted for 53.4 % and 56.3 % of its total accounts receivable as of December 31, 2023 and 2022, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 72.6 %, 73.7 % and 73.6 % of the Company's revenue for the years ended December 31, 2023, 2022 and 2021, respectively. 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 December 31, 2023, the Company's uninsured cash deposits are not material. All uninsured bank deposits are held at high quality credit institutions. 126 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 21. COMMON STOCK REPURCHASE PROGRAM On August 29, 2023, 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 September 1, 2023. 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 us to acquire any specific number of shares. The Company did not purchase any shares pursuant to this stock repurchase program during the year ended December 31, 2023. On July 28, 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 August 2, 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. The share repurchase program did not obligate the Company to acquire any specific number of shares. The stock repurchase program expired on August 2, 2023 and is no longer in effect. The Company did not purchase any shares pursuant to this stock repurchase program. In addition, the Company repurchased 404 shares of its common stock for $ 29,882 during the year ended December 31, 2022, and 132 shares of its common stock for $ 10,118 during the year ended December 31, 2021, related to two separate stock repurchase programs that are no longer in effect. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None.