ENSIGN GROUP, INC 10-Q

Item 1. FINANCIAL STATEMENTS THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par values) September 30, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 532,066 $ 509,626 Accounts receivable—less allowance for doubtful accounts of $ 9,822 and $ 9,348 at September 30, 2024 and December 31, 2023, respectively 554,091 485,039 Investments—current 38,969 17,229 Prepaid income taxes 25,960 3,830 Prepaid expenses and other current assets 45,844 31,206 Total current assets $ 1,196,930 $ 1,046,930 Property and equipment, net 1,217,689 1,090,771 Right-of-use assets 1,904,181 1,756,430 Insurance subsidiary deposits and investments 115,496 92,687 Deferred tax assets 65,193 67,124 Restricted and other assets 45,753 40,205 Intangible assets, net 6,676 6,525 Goodwill 77,241 76,869 TOTAL ASSETS $ 4,629,159 $ 4,177,541 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 90,274 $ 92,811 Accrued wages and related liabilities 353,563 332,568 Lease liabilities—current 93,868 82,526 Accrued self-insurance liabilities—current 57,989 54,664 Other accrued liabilities 169,195 168,228 Current maturities of long-term debt 4,051 3,950 Total current liabilities $ 768,940 $ 734,747 Long-term debt—less current maturities 142,577 145,497 Long-term lease liabilities—less current portion 1,777,566 1,639,326 Accrued self-insurance liabilities—less current portion 126,037 111,246 Other long-term liabilities 63,092 49,408 TOTAL LIABILITIES $ 2,878,212 $ 2,680,224 Commitments and contingencies (Notes 15 and 20) EQUITY Ensign Group, Inc. stockholders' equity: Common stock: $ 0.001 par value; 150,000 shares authorized; 60,681 and 57,281 shares issued and shares outstanding at September 30, 2024, respectively, and 59,987 and 56,597 shares issued and shares outstanding at December 31, 2023, respectively 61 60 Additional paid-in capital 514,336 465,707 Retained earnings 1,350,664 1,142,653 Common stock in treasury, at cost, 3,400 and 3,390 shares at September 30, 2024 and December 31, 2023, respectively ( 117,764 ) ( 116,555 ) Total Ensign Group, Inc. stockholders' equity $ 1,747,297 $ 1,491,865 Non-controlling interest 3,650 5,452 Total equity $ 1,750,947 $ 1,497,317 TOTAL LIABILITIES AND EQUITY $ 4,629,159 $ 4,177,541 See accompanying notes to condensed consolidated financial statements. 1 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per share data) REVENUE Service revenue $ 1,076,092 $ 935,324 $ 3,111,151 $ 2,733,343 Rental revenue 5,684 5,467 17,082 15,634 TOTAL REVENUE $ 1,081,776 $ 940,791 $ 3,128,233 $ 2,748,977 Expense: Cost of services 859,992 741,069 2,479,615 2,160,080 Rent—cost of services 54,792 50,357 159,940 146,754 General and administrative expense 56,180 51,127 169,532 156,448 Depreciation and amortization 21,474 18,446 61,619 53,154 TOTAL EXPENSES $ 992,438 $ 860,999 $ 2,870,706 $ 2,516,436 Income from operations 89,338 79,792 257,527 232,541 Other income (expense): Interest expense ( 2,024 ) ( 2,024 ) ( 6,028 ) ( 6,083 ) Interest income 7,607 5,259 21,151 12,785 Other income (expense) 3,753 ( 982 ) 7,686 2,237 Other income, net $ 9,336 $ 2,253 $ 22,809 $ 8,939 Income before provision for income taxes 98,674 82,045 280,336 241,480 Provision for income taxes 20,107 18,077 61,628 53,453 NET INCOME $ 78,567 $ 63,968 $ 218,708 $ 188,027 Less: Net income attributable to noncontrolling interests 123 105 422 319 Net income attributable to The Ensign Group, Inc. $ 78,444 $ 63,863 $ 218,286 $ 187,708 NET INCOME PER SHARE ATTRIBUTABLE TO THE ENSIGN GROUP INC. Basic $ 1.38 $ 1.14 $ 3.86 $ 3.38 Diluted $ 1.34 $ 1.11 $ 3.76 $ 3.28 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 56,776 55,829 56,553 55,582 Diluted 58,444 57,337 58,125 57,245 See accompanying notes to condensed consolidated financial statements. 2 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Non-Controlling Interest (In thousands) Shares Amount Shares Amount Total BALANCE - JANUARY 1, 2024 56,597 $ 60 $ 465,707 $ 1,142,653 3,390 $ ( 116,555 ) $ 5,452 $ 1,497,317 Issuance of common stock to employees and directors resulting from the exercise of stock options 219 — 6,229 — — — — 6,229 Issuance of restricted stock, net of forfeitures (Note 16) 88 — 6,165 — — — — 6,165 Shares of common stock used to satisfy tax withholding obligations — — — — — ( 14 ) — ( 14 ) Dividends declared ($ 0.0600 per share) — — — ( 3,414 ) — — — ( 3,414 ) Employee stock award compensation — — 8,231 — — — — 8,231 Acquisition of noncontrolling interest shares — — ( 10 ) — — — — ( 10 ) Net income attributable to noncontrolling interest — — — — — — 125 125 Noncontrolling interests attributable to subsidiary equity plan — — 14 — — — ( 11 ) 3 Net income attributable to the Ensign Group, Inc. — — — 68,835 — — — 68,835 BALANCE - MARCH 31, 2024 56,904 $ 60 $ 486,336 $ 1,208,074 3,390 $ ( 116,569 ) $ 5,566 $ 1,583,467 Issuance of common stock to employees and directors resulting from the exercise of stock options 117 1 4,089 — — — — 4,090 Issuance of restricted stock, net of forfeitures (Note 16) 38 — — — — — — — Shares of common stock used to satisfy tax withholding obligations ( 10 ) — — — 10 ( 1,195 ) — ( 1,195 ) Dividends declared ($ 0.0600 per share) — — — ( 3,424 ) — — — ( 3,424 ) Employee stock award compensation — — 8,978 — — — — 8,978 Acquisition of noncontrolling interest shares — — ( 29 ) — — — — ( 29 ) Net income attributable to noncontrolling interest — — — — — — 174 174 Noncontrolling interests attributable to subsidiary equity plan — — 37 — — — ( 34 ) 3 Net income attributable to the Ensign Group, Inc. — — — 71,007 — — — 71,007 BALANCE - JUNE 30, 2024 57,049 $ 61 $ 499,411 $ 1,275,657 3,400 $ ( 117,764 ) $ 5,706 $ 1,663,071 Issuance of common stock to employees and directors resulting from the exercise of stock options 205 — 7,977 — — — — 7,977 Issuance of restricted stock, net of forfeitures (Note 16) 27 — — — — — — — Dividends declared ($ 0.0600 per share) — — — ( 3,437 ) — — — ( 3,437 ) Employee stock award compensation — — 9,177 — — — — 9,177 Acquisition of noncontrolling interest shares — — ( 2,387 ) — — — ( 2,024 ) ( 4,411 ) Net income attributable to noncontrolling interest — — — — — — 123 123 Noncontrolling interests attributable to subsidiary equity plan — — 158 — — — ( 155 ) 3 Net income attributable to the Ensign Group, Inc. — — — 78,444 — — — 78,444 BALANCE - SEPTEMBER 30, 2024 57,281 $ 61 $ 514,336 $ 1,350,664 3,400 $ ( 117,764 ) $ 3,650 $ 1,750,947 3 Table of Contents Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Non-Controlling Interest (In thousands) Shares Amount Shares Amount Total BALANCE - JANUARY 1, 2023 55,661 $ 59 $ 415,560 $ 946,339 3,368 $ ( 114,626 ) $ 1,468 $ 1,248,800 Issuance of common stock to employees and directors resulting from the exercise of stock options 145 1 2,653 — — — — 2,654 Issuance of restricted stock, net of forfeitures 102 — 5,068 — — — — 5,068 Shares of common stock used to satisfy tax withholding obligations ( 1 ) — — — 1 ( 20 ) — ( 20 ) Dividends declared ($ 0.0575 per share) — — — ( 3,215 ) — — — ( 3,215 ) Employee stock award compensation — — 6,573 — — — — 6,573 Acquisition of noncontrolling interest shares — — ( 77 ) — — — — ( 77 ) Net income attributable to noncontrolling interest — — — — — — 117 117 Noncontrolling interests attributable to subsidiary equity plan — — 6 — — — ( 4 ) 2 Net income attributable to the Ensign Group, Inc. — — — 59,852 — — — 59,852 BALANCE - MARCH 31, 2023 55,907 $ 60 $ 429,783 $ 1,002,976 3,369 $ ( 114,646 ) $ 1,581 $ 1,319,754 Issuance of common stock to employees and directors resulting from the exercise of stock options 253 — 5,905 — — — — 5,905 Issuance of restricted stock, net of forfeitures 54 — — — — — — — Shares of common stock used to satisfy tax withholding obligations ( 21 ) — — — 21 ( 1,909 ) — ( 1,909 ) Dividends declared ($ 0.0575 per share) — — — ( 3,231 ) — — — ( 3,231 ) Employee stock award compensation — — 8,881 — — — — 8,881 Acquisition of noncontrolling interest shares — — ( 100 ) — — — — ( 100 ) Net income attributable to noncontrolling interest — — — — — — 97 97 Noncontrolling interests attributable to subsidiary equity plan — — ( 3,937 ) — — — 3,940 3 Net income attributable to the Ensign Group, Inc. — — — 63,993 — — — 63,993 BALANCE - JUNE 30, 2023 56,193 $ 60 $ 440,532 $ 1,063,738 3,390 $ ( 116,555 ) $ 5,618 $ 1,393,393 Issuance of common stock to employees and directors resulting from the exercise of stock options 180 — 4,148 — — — — 4,148 Issuance of restricted stock, net of forfeitures 40 — — — — — — — Dividends declared ($ 0.0575 per share) — — — ( 3,243 ) — — — ( 3,243 ) Employee stock award compensation — — 7,230 — — — — 7,230 Acquisition of noncontrolling interest shares — — ( 57 ) — — — — ( 57 ) Net income attributable to noncontrolling interest — — — — — — 105 105 Noncontrolling interests attributable to subsidiary equity plan — — 30 — — — ( 27 ) 3 Net income attributable to the Ensign Group, Inc. — — — 63,863 — — — 63,863 BALANCE - SEPTEMBER 30, 2023 56,413 $ 60 $ 451,883 $ 1,124,358 3,390 $ ( 116,555 ) $ 5,696 $ 1,465,442 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents THE ENSIGN GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, (In thousands) 2024 2023 Cash flows from operating activities: Net income $ 218,708 $ 188,027 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 61,619 53,154 Amortization of deferred financing fees 796 802 Non-cash leasing arrangement 590 692 Impairment of long-lived assets 1,849 — Deferred income taxes 1,931 ( 325 ) Provision for doubtful accounts 1,419 3,081 Stock-based compensation 26,406 22,691 Cash received from insurance proceeds 199 1,396 Loss (gain) on sale of assets and insurance claims 849 ( 995 ) Litigation adjustment ( 4,289 ) ( 818 ) Change in operating assets and liabilities Accounts receivable ( 69,025 ) ( 66,630 ) Prepaid income taxes ( 22,130 ) 4,643 Prepaid expenses and other assets ( 16,668 ) 1,459 Cash surrender value of life insurance policy premiums ( 14,840 ) ( 11,723 ) Deferred compensation liability 14,941 11,663 Operating lease obligations 331 ( 6,345 ) Accounts payable ( 5,237 ) 704 Accrued wages and related liabilities 25,303 24,700 Income taxes payable — 40,781 Other accrued liabilities 5,997 11,387 Accrued self-insurance liabilities 17,381 13,090 Other long-term liabilities 600 ( 37 ) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 246,730 $ 291,397 Cash flows from investing activities: Purchase of property and equipment ( 110,079 ) ( 77,360 ) Cash payments for business acquisitions ( 494 ) — Cash payments for asset acquisitions ( 82,890 ) ( 53,684 ) Escrow deposits ( 3,846 ) ( 325 ) Cash from insurance proceeds 1,562 1,129 Cash proceeds from the sale of assets 2,808 48 Purchases of investments ( 52,262 ) ( 20,538 ) Maturities of investments 22,553 12,103 Other restricted assets ( 817 ) 873 NET CASH USED IN INVESTING ACTIVITIES $ ( 223,465 ) $ ( 137,754 ) Cash flows from financing activities: Proceeds from debt (Note 15) 400 — Payments on debt ( 3,350 ) ( 2,917 ) Issuance of common stock upon exercise of options 18,296 12,707 Repurchase of shares of common stock to satisfy tax withholding obligations ( 1,209 ) ( 1,929 ) Dividends paid ( 10,234 ) ( 9,647 ) Non-controlling interest distribution ( 278 ) ( 4 ) Purchase of non-controlling interest ( 4,450 ) ( 234 ) Payments of deferred financing costs — ( 19 ) NET CASH USED IN FINANCING ACTIVITIES $ ( 825 ) $ ( 2,043 ) Net increase in cash and cash equivalents 22,440 151,600 Cash and cash equivalents beginning of period 509,626 316,270 Cash and cash equivalents end of period $ 532,066 $ 467,870 5 Table of Contents Nine Months Ended September 30, (In thousands) 2024 2023 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 5,276 $ 5,287 Income taxes 81,962 8,480 Lease liabilities 159,487 146,162 Non-cash financing and investing activity Accrued capital expenditures $ 7,300 $ 4,100 Accrued dividends declared 3,437 3,243 Right-of-use assets obtained in exchange for new and modified operating lease obligations 220,815 373,832 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars, shares and options in thousands, except per share data) 1. DESCRIPTION OF BUSINESS The Company — The Ensign Group, Inc. (collectively, Ensign or the Company), is a holding company with no direct operating assets, employees or revenue. The Company's independent 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 ancillary businesses. As of September 30, 2024, the Company's independent subsidiaries operated 322 facilities and other ancillary operations located in Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, South Carolina, Tennessee, Texas, Utah, Washington and Wisconsin. The Company's independent subsidiaries have a collective capacity of approximately 33,000 operational skilled nursing beds and 3,100 senior living units. As of September 30, 2024, the Company's independent subsidiaries operated 231 facilities under long-term lease arrangements and had options to purchase 12 of those 231 facilities. The Company's real estate portfolio consists of 121 owned real estate properties, which includes 91 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 third-party operations, one senior living operation is located on the same real estate property as a skilled nursing operation that an independent subsidiary 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. 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. The Company's captive real estate investment trust (REIT), Standard Bearer Healthcare REIT, Inc. (Standard Bearer), owns and manages its real estate business. 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. Standard Bearer has elected to be taxed as a REIT for U.S. federal income tax purposes. 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 Quarterly 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. Other Information — The accompanying condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 (collectively, the Interim Financial Statements) are unaudited. Certain information and note disclosures normally included in the annual consolidated financial statements have been condensed or omitted, as permitted under applicable rules and regulations. Readers of the Interim Financial Statements should refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K, File No. 001-33757 (the Annual Report) filed with the Securities and Exchange Commission (SEC). Management believes that the Interim Financial Statements reflect all adjustments which are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations in all material respects. The results of operations presented in the Interim Financial Statements are not necessarily representative of operations for the entire year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The Company is the sole member or stockholder of various consolidated limited liability companies and corporations established to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions and balances have been eliminated in consolidation. The Company presents noncontrolling interests within the equity section of its condensed consolidated balance sheets and the amount of consolidated net income that is attributable to The Ensign Group, Inc. and the noncontrolling interests in its condensed consolidated statements of income. The Interim Financial Statements include the accounts of all independent subsidiaries controlled by the Company through its ownership of a majority voting interest. 7 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The preparation of the Interim Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s Interim Financial Statements relate to revenue, acquired property and equipment, 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. Certain amounts in the prior period condensed balance sheet and statement of income have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net income or total assets. Recently Issued Accounting Pronouncements — In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 Interim 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, and in interim periods within fiscal years beginning after December 15, 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. 3. REVENUE AND ACCOUNTS RECEIVABLE 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. Disaggregation of Revenue The Company disaggregates revenue from contracts with its patients by payors. The Company has determined that disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. 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. 8 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Revenue from the Medicare and Medicaid programs accounted for 70.2 % and 71.0 % of all service revenue for the three and nine months ended September 30, 2024, respectively, and 72.1 % and 72.8 % of all service revenue for the three and nine months ended September 30, 2023, 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 three and nine months ended September 30, 2024 and 2023. Service revenue for the three and nine months ended September 30, 2024 and 2023 is summarized in the following tables: Three Months Ended September 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Medicaid (1)(2) $ 425,642 39.6 % $ 374,838 40.1 % Medicare 263,594 24.5 237,531 25.4 Medicaid — skilled 65,907 6.1 62,452 6.6 Total Medicaid and Medicare $ 755,143 70.2 % $ 674,821 72.1 % Managed care 202,528 18.8 170,747 18.3 Private and other (3) 118,421 11.0 89,756 9.6 SERVICE REVENUE $ 1,076,092 100.0 % $ 935,324 100.0 % (1) Medicaid payor includes revenue for senior living operations. (2) Medicaid payor includes revenue related to state relief funding during the three months ended September 30, 2023. (3) Private and other also includes revenue from senior living operations and all revenue generated in other an cillary services. Nine Months Ended September 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Medicaid (1)(2) $ 1,227,565 39.5 % $ 1,074,883 39.3 % Medicare 788,046 25.3 733,335 26.8 Medicaid — skilled 192,185 6.2 182,394 6.7 Total Medicaid and Medicare $ 2,207,796 71.0 % $ 1,990,612 72.8 % Managed care 581,654 18.7 488,511 17.9 Private and other (3) 321,701 10.3 254,220 9.3 SERVICE REVENUE $ 3,111,151 100.0 % $ 2,733,343 100.0 % (1) Medicaid payor includes revenue for senior living operations. (2) Medicaid payor includes revenue related to state relief funding during the nine months ended September 30, 2023. (3) Private and other also includes revenue from senior living operations and all revenue 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 were $ 5,684 and $ 17,082 , respectively, for the three and nine months ended September 30, 2024 and $ 5,467 and $ 15,634 , respectively, for the three and nine months ended September 30, 2023. State relief funding In 2023, 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. Due to the expiration of the COVID-19 Public Health Emergency in May 2023, the Company did not receive additional funding during the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company received $ 9,900 and $ 54,744 in state relief funding and recognized $ 10,298 and $ 55,109 , respectively, as revenue. 9 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Balance Sheet Impact Included in the Company’s condensed consolidated balance sheets are contract balances, comprised of billed accounts receivable and unbilled receivables, which are the result of the timing of revenue recognition, billings and cash collections, as well as contract liabilities, which primarily represent payments the Company receives in advance of services provided. The Company had no material contract liabilities and contract assets as of September 30, 2024 and December 31, 2023, or activity during the three and nine months ended September 30, 2024 and 2023. 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. Accounts receivable as of September 30, 2024 and December 31, 2023, is summarized in the following table: September 30, 2024 December 31, 2023 Medicaid $ 222,056 $ 178,285 Managed care 138,543 125,907 Medicare 79,427 85,512 Private and other payors 123,887 104,683 $ 563,913 $ 494,387 Less: allowance for doubtful accounts ( 9,822 ) ( 9,348 ) ACCOUNTS RECEIVABLE, NET $ 554,091 $ 485,039 4. COMPUTATION OF NET INCOME PER COMMON SHARE Basic net income per share is computed by dividing income from operations attributable to stockholders of The Ensign Group, Inc. by the weighted average number of outstanding common shares for the period. The computation of diluted net income per share is similar to the computation of basic net income per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. A reconciliation of the numerator and denominator used in the calculation of basic net income per common share follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 NUMERATOR: Net income $ 78,567 $ 63,968 $ 218,708 $ 188,027 Less: net income attributable to noncontrolling interests 123 105 422 319 Net income attributable to The Ensign Group, Inc. $ 78,444 $ 63,863 $ 218,286 $ 187,708 DENOMINATOR: Weighted average shares outstanding for basic net income per share 56,776 55,829 56,553 55,582 Basic net income per common share: $ 1.38 $ 1.14 $ 3.86 $ 3.38 10 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of the numerator and denominator used in the calculation of diluted net income per common share follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 NUMERATOR: Net income $ 78,567 $ 63,968 $ 218,708 $ 188,027 Less: net income attributable to noncontrolling interests 123 105 422 319 Net income attributable to The Ensign Group, Inc. $ 78,444 $ 63,863 $ 218,286 $ 187,708 DENOMINATOR: Weighted average common shares outstanding 56,776 55,829 56,553 55,582 Plus: incremental shares from assumed conversion (1) 1,668 1,508 1,572 1,663 Adjusted weighted average common shares outstanding 58,444 57,337 58,125 57,245 Diluted net income per common share: $ 1.34 $ 1.11 $ 3.76 $ 3.28 (1) Options outstanding which are anti-dilutive and therefore not factored into the weighted average common shares amount above were 400 and 858 for the three and nine months ended September 30, 2024, respectively, and 1,475 and 1,389 for the three and nine months ended September 30, 2023, respectivel y. 5. FAIR VALUE MEASUREMENTS The Company's financial assets include investments, some of which are designated to support long-term insurance subsidiary liabilities, are carried at amortized cost basis of $ 90,422 and $ 59,530 , as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, the amortized cost basis of these financial assets are considered to approximate fair value and are derived using Level 2 inputs. The Company's financial assets also include the 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 September 30, 2024, and December 31, 2023, the fair value of the investment funds was $ 56,056 and $ 41,216 , respectively, which are derived using Level 2 inputs. Additionally, the Company has other investments held at historical cost basis, which are not material, for which 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 September 30, 2024 and December 31, 2023 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. 6. STANDARD BEARER Standard Bearer's real estate portfolio consists of 116 of the Company's 121 owned real estate properties, of which 87 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 operation is located on the same real estate property as a skilled nursing operation that an independent subsidiary operates. During the nine months ended September 30, 2024, Standard Bearer acquired the real estate of seven stand-alone skilled nursing operations and two campus operations for an aggregate purchase price of $ 81,274 . These new additions are operated by nine of the Company's independent subsidiaries . Refer to Note 7, Operation Expansions , for additional information. Subsequent to September 30, 2024, Standard Bearer acquired the real estate of one campus operation for an aggregate purchase price of $ 3,140 , which is operated by one of 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. 11 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Intercompany master lease agreements Certain of the Company's independent subsidiaries and 87 Standard Bearer independent real estate subsidiaries have entered into six 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 Ensign affiliated operations was $ 20,234 and $ 57,396 , respectively, for the three and nine months ended September 30, 2024 and $ 16,976 and $ 49,035 , respectively, for the three and nine months ended September 30, 2023. Intercompany management agreement Standard Bearer has no employees. The Service Center provides personnel and services to Standard Bearer pursuant to the management agreement between Standard Bearer and the Service Center. The management agreement provides for a base management fee that is equal to 5 % of total rental revenue and an incentive management fee that is equal to 5 % of funds from operations (FFO) and is capped at 1 % of total rental revenue, for a total of 6 %. Management fee generated between Standard Bearer and the Service Center for the three and nine months ended September 30, 2024 were $ 1,466 and $ 4,199 , respectively. Management fees generated between Standard Bearer and the Service Center for the three and nine months ended September 30, 2023 were $ 1,259 and $ 3,636 , respectively. Intercompany debt arrangements Standard Bearer obtains its funding through various sources including operating cash flows, access to debt arrangements and intercompany loans. The intercompany debt arrangements include mortgage loans and the Credit Facility to fund acquisitions and working capital needs. The interest rate under the Credit Facility is a base rate plus a margin ranging from 0.25 % to 1.25 % per annum or SOFR plus a margin ranging from 1.25 % to 2.25 % per annum. In addition, as the Department of Housing and Urban Development (HUD) mortgage loans and promissory note are entered into by real estate subsidiaries of Standard Bearer, the interest expense incurred from these debts are included in Standard Bearer's segment income. Refer to Note 15, Debt , for additional information related to these debts. Equity Instrument Denominated in the Shares of a Subsidiary As part of the formation of Standard Bearer in 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 nine months ended September 30, 2024 and 2023, the Company did not grant any stock options or restricted shares under the Standard Bearer Equity Plan. 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 Interim 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. 12 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 2024 Expansions During the nine months ended September 30, 2024, the Company expanded its operations and real estate portfolio through a combination of long-term leases and real estate purchases , with the addition of 24 stand-alone skilled nursing operations and two campus operations. One of the stand-alone skilled nursing operations includes a long-term acute care hospital. Of these additions, Standard Bearer acquired the real estate of nine of these operations, all of 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 2,565 operational skilled nursing beds and 202 operational senior living units to be operated by the Company's independent subsidiaries. Included within the operational skilled nursing beds are 43 long-term acute care beds. 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. The Company also invested in new ancillary services that are complementary to its existing businesses. Subsequent to September 30, 2024, the Company expanded its operations and real estate portfolio with the addition of one campus operation. Standard Bearer acquired the real estate of this operation, which was leased back to the Company's independent subsidiary. The new operation added 83 operational skilled nursing beds and 20 operational senior living units to be operated by the Company's independent subsidiary. Refer to Note 6, Standard Bearer, for additional information on the purchases of real estate properties. 2023 Expansions During the nine months ended September 30, 2023, the Company expanded its operations through long-term leases , with the addition of 24 stand-alone skilled nursing operations. Of these additions, Standard Bearer acquired the real estate of three of the stand-alone skilled nursing operations, which were leased back to Ensign affiliated entities. These new operations added a total of 2,340 operational skilled nursing beds 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. 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 nine months ended September 30, 2024 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 condensed consolidated balance sheets of the Company, and the operating results have been included in the condensed 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 September 30, 2024, the skilled services segment includes 282 skilled nursing and 29 campus operations that provide both skilled nursing and rehabilitative care services and senior living services. The Company's Standard Bearer segment consists of 116 owned real estate properties. 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 29 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. 13 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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. 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 impairment of long-lived assets. Included in segment income for Standard Bearer is expense for intercompany services provided by the Service Center as described in Note 6, Standard Bearer , as it is part of the CODM financial information. The following tables set forth financial information for the segments: Three Months Ended September 30, 2024 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 1,033,113 $ — $ 48,209 $ ( 5,230 ) $ 1,076,092 Rental revenue (3) — 24,429 2,935 ( 21,680 ) 5,684 TOTAL REVENUE $ 1,033,113 $ 24,429 $ 51,144 $ ( 26,910 ) $ 1,081,776 Segment income (loss) 128,489 7,274 ( 36,603 ) — 99,160 Loss on long-lived assets ( 486 ) Income before provision for income taxes $ 98,674 Depreciation and amortization 11,541 7,484 2,449 — 21,474 Interest expense (4) $ — $ 7,251 $ 308 $ ( 5,535 ) $ 2,024 (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 $ 1,089 for the three months ended September 30, 2024. 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. Three Months Ended September 30, 2023 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 902,967 $ — $ 36,254 $ ( 3,897 ) $ 935,324 Rental revenue (3) — 20,980 2,870 ( 18,383 ) 5,467 TOTAL REVENUE $ 902,967 $ 20,980 $ 39,124 $ ( 22,280 ) $ 940,791 Segment income (loss) 117,816 7,165 ( 42,936 ) — 82,045 Income before provision for income taxes $ 82,045 Depreciation and amortization 9,936 6,429 2,081 — 18,446 Interest expense (4) $ — $ 5,139 $ 312 $ ( 3,427 ) $ 2,024 (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) All Other rental revenue includes rental revenue associated with the Company's subleases to third parties of $ 1,063 for the three months ended September 30, 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. 14 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Nine Months Ended September 30, 2024 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 2,994,000 $ — $ 132,175 $ ( 15,024 ) $ 3,111,151 Rental revenue (3) — 69,984 8,880 ( 61,782 ) 17,082 TOTAL REVENUE $ 2,994,000 $ 69,984 $ 141,055 $ ( 76,806 ) $ 3,128,233 Segment income (loss) 377,483 21,892 ( 116,704 ) — 282,671 Loss on long-lived assets ( 2,335 ) Income before provision for income taxes $ 280,336 Depreciation and amortization 32,988 21,479 7,152 — 61,619 Interest expense (4) $ — $ 19,927 $ 919 $ ( 14,818 ) $ 6,028 (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 $ 3,258 for the nine months ended September 30, 2024. 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. Nine Months Ended September 30, 2023 Skilled Services Standard Bearer All Other (1) Intercompany Elimination Total Service revenue (2) $ 2,638,090 $ — $ 106,322 $ ( 11,069 ) $ 2,733,343 Rental revenue (3) — 60,611 8,252 ( 53,229 ) 15,634 TOTAL REVENUE $ 2,638,090 $ 60,611 $ 114,574 $ ( 64,298 ) $ 2,748,977 Segment income (loss) 348,169 21,517 ( 128,106 ) — 241,580 Loss on insurance recoveries from real estate ( 100 ) Income before provision for income taxes $ 241,480 Depreciation and amortization 28,417 18,528 6,209 — 53,154 Interest expense (4) $ — $ 14,283 $ 927 $ ( 9,127 ) $ 6,083 (1) All Other primarily includes all ancillary operations, stand-alone senior living operations and the Service Center. (2) Intercompany service revenue represents service revenue generated by ancillary operations provided to the Company's affiliated wholly owned healthcare facilities and management service revenue generated by the Service Center with Standard Bearer. Intercompany service revenue is eliminated in consolidation along with corresponding intercompany cost of service. (3) All Other rental revenue includes rental revenue associated with the Company's subleases to third parties of $ 2,834 for the nine months ended September 30, 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. Service revenue by major payor source were as follows: Three Months Ended September 30, 2024 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 416,190 $ 9,452 $ 425,642 39.6 % Medicare 263,594 — 263,594 24.5 Medicaid-skilled 65,907 — 65,907 6.1 Subtotal $ 745,691 $ 9,452 $ 755,143 70.2 % Managed care 202,528 — 202,528 18.8 Private and other (2) 84,894 33,527 118,421 11.0 TOTAL SERVICE REVENUE $ 1,033,113 $ 42,979 $ 1,076,092 100.0 % (1) Medicaid payor includes revenue generated from senior living operations. (2) Private and other also includes revenue from senior living operations and all revenue generated in other ancillary services. (3) All Other incorporates intercompany eliminations. 15 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Three Months Ended September 30, 2023 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 367,079 $ 7,759 $ 374,838 40.1 % Medicare 237,531 — 237,531 25.4 Medicaid-skilled 62,452 — 62,452 6.6 Subtotal $ 667,062 $ 7,759 $ 674,821 72.1 % Managed care 170,747 — 170,747 18.3 Private and other (2) 65,158 24,598 89,756 9.6 TOTAL SERVICE REVENUE $ 902,967 $ 32,357 $ 935,324 100.0 % (1) Medicaid payor includes revenue generated from senior living operations and revenue related to state relief funding. (2) Private and other also includes revenue from senior living operations and all revenue generated in other ancillary services. (3) All Other incorporates intercompany eliminations. Nine Months Ended September 30, 2024 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 1,201,435 $ 26,130 $ 1,227,565 39.5 % Medicare 788,046 — 788,046 25.3 Medicaid-skilled 192,185 — 192,185 6.2 Subtotal $ 2,181,666 $ 26,130 $ 2,207,796 71.0 % Managed care 581,654 — 581,654 18.7 Private and other (2) 230,680 91,021 321,701 10.3 TOTAL SERVICE REVENUE $ 2,994,000 $ 117,151 $ 3,111,151 100.0 % (1) Medicaid payor includes revenue generated from senior living operations. (2) Private and other payors also includes revenue from senior living operations and all revenue generated in other ancillary services. (3) All Other incorporates intercompany eliminations. Nine Months Ended September 30, 2023 Skilled Services All Other (3) Total Service Revenue Revenue % Medicaid (1) $ 1,052,904 $ 21,979 $ 1,074,883 39.3 % Medicare 733,335 — 733,335 26.8 Medicaid-skilled 182,394 — 182,394 6.7 Subtotal $ 1,968,633 $ 21,979 $ 1,990,612 72.8 % Managed care 488,511 — 488,511 17.9 Private and other (2) 180,946 73,274 254,220 9.3 TOTAL SERVICE REVENUE $ 2,638,090 $ 95,253 $ 2,733,343 100.0 % (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 revenue generated in other ancillary services. (3) All Other incorporates intercompany eliminations. 16 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 9. PROPERTY AND EQUIPMENT - NET Property and equipment, net consists of the following: September 30, 2024 December 31, 2023 Land $ 160,235 $ 142,656 Buildings and improvements 877,923 803,155 Leasehold improvements 193,939 172,064 Equipment 383,718 339,383 Furniture and fixtures 4,297 4,192 Construction in progress 46,605 25,563 $ 1,666,717 $ 1,487,013 Less: accumulated depreciation ( 449,028 ) ( 396,242 ) PROPERTY AND EQUIPMENT, NET $ 1,217,689 $ 1,090,771 Management evaluated its long-lived assets and recorded an impairment charge of $ 1,849 during the nine months ended September 30, 2024. The Company determined there was no impairment during the three months ended September 30, 2024 and during the three and nine months ended September 30, 2023. See also Note 6, Standard Bearer and Note 7, Operation Expansions for information on acquisitions during the nine months ended September 30, 2024. 10. INTANGIBLE ASSETS - NET September 30, 2024 December 31, 2023 Weighted Average Life (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible Assets Net Net Assembled occupancy 0.4 $ 1,296 $ ( 1,192 ) $ 104 $ 781 $ ( 742 ) $ 39 Facility trade name 30.0 733 ( 458 ) 275 733 ( 439 ) 294 Customer relationships 18.4 4,582 ( 2,849 ) 1,733 4,582 ( 2,692 ) 1,890 TOTAL $ 6,611 $ ( 4,499 ) $ 2,112 $ 6,096 $ ( 3,873 ) $ 2,223 During the three and nine months ended September 30, 2024, amortization expense was $ 598 and $ 1,535 , respectively, of which $ 303 and $ 909 was related to the amortization of right-of-use assets, respectively. Amortization expense for the three and nine months ended September 30, 2023 was $ 495 and $ 1,256 , respectively, of which $ 303 and $ 899 was related to the amortization of right-of-use assets, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2024 (remainder) $ 163 2025 234 2026 234 2027 234 2028 234 2029 234 Thereafter 779 $ 2,112 Other indefinite-lived intangible assets consist of the following: September 30, 2024 December 31, 2023 Trade name $ 889 $ 889 Medicare and Medicaid licenses 3,675 3,413 TOTAL $ 4,564 $ 4,302 17 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 11. GOODWILL Goodwill is subject to annual testing for impairment during the fourth quarter of each year. In addition, goodwill is tested for impairment if events occur or circumstances indicate that its carrying value may not be recoverable. There were no indicators of goodwill impairment noted during the three and nine months ended September 30, 2024. The Company anticipates that the majority of goodwill recognized will be fully deductible for tax purposes as of September 30, 2024. 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 the skilled services segment and "all other" category as of and for the nine months ended September 30, 2024: Goodwill Skilled Services All Other Total January 1, 2024 $ 67,886 $ 8,983 $ 76,869 Additions — 372 372 September 30, 2024 $ 67,886 $ 9,355 $ 77,241 12. RESTRICTED AND OTHER ASSETS Restricted and other assets consist of the following: September 30, 2024 December 31, 2023 Debt issuance costs, net $ 2,217 $ 2,883 Long-term insurance losses recoverable asset 16,648 15,913 Capital improvement reserves with landlords and lenders 5,618 4,870 Deposits with landlords 2,680 2,661 Escrow deposits 3,846 1,216 Other 14,744 12,662 RESTRICTED AND OTHER ASSETS $ 45,753 $ 40,205 Included in restricted and other assets as of September 30, 2024 and December 31, 2023 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: September 30, 2024 December 31, 2023 Quality assurance fee $ 11,845 $ 14,035 Refunds payable 55,651 51,248 Resident advances 9,541 10,834 Cash held in trust for patients 6,095 6,215 Dividends payable 3,437 3,396 Property taxes 15,166 12,875 Accrued litigation (Note 20) 47,445 51,734 Other 20,015 17,891 OTHER ACCRUED LIABILITIES $ 169,195 $ 168,228 Quality assurance fee represents the aggregate of amounts payable to Arizona, California, Colorado, Idaho, Iowa, Kansas, Nebraska, Nevada, Tennessee, Utah, Washington and Wisconsin as a result of a mandated fee based on patient days or licensed beds. Refunds payable includes payables related to overpayments, duplicate payments and credit balances from various payor sources. Resident advances occur when the Company receives payments in advance of services provided. Cash held in trust for patients reflects monies received from or on behalf of patients. Maintaining a trust account for patients is a regulatory requirement and, while the trust assets offset the liabilities, the Company assumes a fiduciary responsibility for these funds. The cash balance related to this liability is included in other current assets in the condensed consolidated balance sheets. 18 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 14. INCOME TAXES The Company recorded income tax expense of $ 61,628 and $ 53,453 during the nine months ended September 30, 2024 and 2023, respectively, or 22.0 % of earnings before income taxes for the nine months ended September 30, 2024, compared to 22.1 % for the nine months ended September 30, 2023. The effective tax rate for both periods is driven by the impact of excess tax benefits from stock-based compensation, offset by non-deductible expenses including non-deductible compensation. The Company is not currently under examination by any major income tax jurisdiction. During 2024, the statutes of limitations will lapse on the Company's 2020 federal tax year and certain 2019 and 2020 state tax years. The Company does not believe the federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next twelve months. The net balance of unrecognized tax benefits was not material to the Interim Financial Statements for the nine months ended September 30, 2024 and 2023. 15. DEBT Debt consists of the following: September 30, 2024 December 31, 2023 Mortgage loans and promissory note $ 149,438 $ 152,388 Less: current maturities ( 4,051 ) ( 3,950 ) Less: debt issuance costs, net ( 2,810 ) ( 2,941 ) LONG-TERM DEBT LESS CURRENT MATURITIES $ 142,577 $ 145,497 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 ranging 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. 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. Under the terms of the Credit Facility, 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 3.75 :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 4.25 :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 September 30, 2024, there was no outstanding debt under the Credit Facility. The Company was in compliance with all loan covenants as of September 30, 2024. Mortgage Loans and Promissory Note As of September 30, 2024, the Company has 23 subsidiaries that have mortgage loans insured with HUD in the aggregate amount of $ 147,744 , 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. 19 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) In addition to the HUD mortgage loans above, the Company has a promissory note of $ 1,694 that bears a fixed interest rate of 5.3 % per annum and has a term of 12 years. The note, which was assumed as part of an acquisition, is secured by the real property comprising the facility and the rent, issues and profits thereof, as well as all personal property used in the operation of the facility. Based on Level 2 inputs, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt for all periods presented based upon the interest rates that the Company believes it can currently obtain for similar debt. Off-Balance Sheet Arrangements As of September 30, 2024, the Company had approximately $ 27,893 of borrowing capacity under the Credit Facility pledged as collateral to secure outstanding letters of credit, which increased by $ 21,638 from December 31, 2023. The Company believes that its outstanding letters of credit as of September 30, 2024 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. 16. OPTIONS AND AWARDS Stock-based compensation expense consists of stock-based payment awards made to employees and directors, including employee stock options and restricted stock awards, based on estimated fair values. As stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 was based on awards 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 stock incentive plan, the 2022 Omnibus Incentive Plan (the 2022 Plan), pursuant to which grants of the Company's securities may currently be made. 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 September 30, 2024, the total number of shares available for issuance under the 2022 Plan was 708 . 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. Stock Options The Company used the following assumptions for stock options granted during the three months ended September 30, 2024 and 2023: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2024 112 3.8 % 6.2 years 40.3 % 0.2 % 2023 193 4.4 % 6.1 years 41.3 % 0.2 % 20 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company used the following assumptions for stock options granted during the nine months ended September 30, 2024 and 2023: Grant Year Options Granted Weighted Average Risk-Free Rate Expected Life Weighted Average Volatility Weighted Average Dividend Yield 2024 466 4.2 % 6.1 years 40.7 % 0.2 % 2023 606 4.0 % 6.2 years 41.4 % 0.3 % For the nine months ended September 30, 2024 and 2023, the following represents the exercise price and fair value displayed at grant date for stock option grants: Grant Year Granted Weighted Average Exercise Price Weighted Average Fair Value of Options 2024 466 $ 127.07 $ 57.81 2023 606 $ 92.54 $ 42.50 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 September 30, 2024 and 2023 and therefore, the intrinsic value was $ 0 at the date of grant. The following table represents the employee stock option activity during the nine months ended September 30, 2024: Number of Options Outstanding Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price of Options Vested January 1, 2024 3,991 $ 62.65 1,887 $ 39.58 Granted 466 127.07 Forfeited ( 63 ) 85.07 Exercised ( 541 ) 33.84 September 30, 2024 3,853 $ 74.11 1,825 $ 49.48 The aggregate intrinsic value of options outstanding, vested, expected to vest and exercised as of September 30, 2024 and December 31, 2023 is as follows: Options September 30, 2024 December 31, 2023 Outstanding $ 268,924 $ 197,819 Vested 172,130 137,048 Expected to vest 90,475 56,759 The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the options . The aggregate intrinsic value of options that vested during the nine months ended September 30, 2024 and 2023 was $ 34,971 and $ 16,856 , respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023 was $ 50,840 and $ 43,299 , respectively. Restricted Stock Awards The Company granted 29 and 166 restricted stock awards during the three and nine months ended September 30, 2024, respectively. The Company granted 49 and 215 restricted stock awards during the three and nine months ended September 30, 2023, 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 nine months ended September 30, 2024 and 2023 ranged from $ 116.65 to $ 146.37 and $ 89.83 to $ 98.31 , respectively. The fair value per share includes quarterly stock awards to non-employee directors. Included in the restricted stock award grants are $ 6,165 and $ 5,068 of annual bonuses that were settled in vested restricted stock awards d uring the nine months ended September 30, 2024 and 2023, respectively. 21 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of the status of the Company's non-vested restricted stock awards as of September 30, 2024 and changes during the nine months ended September 30, 2024 is presented below: Non-Vested Restricted Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2024 431 $ 78.91 Granted 166 123.93 Vested ( 192 ) 86.47 Forfeited ( 13 ) 80.53 Nonvested at September 30, 2024 392 $ 94.22 During the three and nine months ended September 30, 2024, the Company granted 4 and 13 , respectively, automatic quarterly stock awards to non-employee directors for their service on the Company's board of directors. The fair value per share of these stock awards ranged from $ 116.65 to $ 135.18 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 The Pennant Group, Inc. (Pennant) from the Company in 2019 (spin-off) 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 $ 132 and $ 546 for the three and nine months ended September 30, 2024, respectively, compared to $ 218 and $ 620 for the three and nine months ended September 30, 2023, respectively. Stock-based compensation expense Stock-based compensation expense recognized for the Company's equity incentive plans and long-term incentive plan for the three and nine months ended September 30, 2024 and 2023 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock-based compensation expense related to stock options $ 5,699 $ 4,051 $ 16,205 $ 12,439 Stock-based compensation expense related to restricted stock awards 2,883 2,774 8,546 8,983 Stock-based compensation expense related to restricted stock awards to non-employee directors 595 405 1,635 1,262 TOTAL $ 9,177 $ 7,230 $ 26,386 $ 22,684 In future periods, the Company expects to recognize approximately $ 76,142 and $ 32,427 in stock-based compensation expense for unvested options and unvested restricted stock awards, respectively, that were outstanding as of September 30, 2024. Future stock-based compensation expense will be recognized over 3.8 and 3.6 weighted average years for unvested options and restricted stock awards, respectively. There were 2,028 unvested and outstanding options as of September 30, 2024, of which 1,873 shares are expected to vest. The weighted average contractual life for options outstanding, vested and expected to vest as of September 30, 2024 was 6.8 years. 22 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 17. LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 100 independent skilled nursing and senior living facilities used in the Company’s operations, 99 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 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 100 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. In the first quarter of 2024, the Company added two operations and extended the term for one of the Master Leases to 20 years. As a result, the total lease liabilities and right-of-use assets increased by $ 48,112 to reflect the new lease obligations. In the third quarter of 2024, the Company added one operation and extended the term for one of the Master Leases to 15 years. As a result, the total lease liabilities and right-of-use assets increased by $ 24,391 to reflect the new lease obligations. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero ) or (2) 2.5 %. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense under the Master Leases was approximately $ 17,635 and $ 51,707 for the three and nine months ended September 30, 2024, respectively, and $ 16,741 and $ 49,698 for the three and nine months ended September 30, 2023, 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 September 30, 2024. 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 performance under these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. 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. 23 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Ninety of the Company’s independent subsidiaries, excluding the subsidiaries that are operated under the Master Leases with CareTrust, are operated under 14 separate master lease arrangements. In the first quarter of 2024, the Company amended one of the separate master lease arrangements to add two stand-alone skilled nursing operations operated by the Company's independent subsidiaries. The amended master lease increased the lease liabilities and right-of-use assets by $ 30,980 to reflect the new lease obligations and extended the term to 20 years. In the third quarter of 2024, the Company entered into one new master lease arrangement to add six stand-alone skilled nursing operations operated by the Company's independent subsidiaries. The new master lease increased the lease liabilities and right-of-use assets by $ 40,636 to reflect the new lease obligations for a term of 15 years. Under the 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: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Rent - cost of services (1) $ 54,792 $ 50,357 $ 159,940 $ 146,754 General and administrative expense 179 123 513 372 Depreciation and amortization (2) 303 303 909 899 Variable lease costs (3) 6,344 5,376 17,763 15,362 $ 61,618 $ 56,159 $ 179,125 $ 163,387 (1) Rent - cost of services includes deferred rent expense adju stments of $ 205 and $ 590 for the three and nine months ended September 30, 2024, respectively, and $ 211 and $ 692 for the three and nine months ended September 30, 2023, respectively. Additionally, rent - cost of services includes other variable lease costs such as CPI increases and short-term leases of $ 3,668 and $ 10,025 for the three and nine months ended September 30, 2024, respectively, and $ 2,859 and $ 7,317 for the three and nine months ended September 30, 2023, respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's condensed consolidated statements of income. Future minimum lease payments for all third-party leases as of September 30, 2024 are as follows: Year Amount 2024 (remainder) $ 52,098 2025 208,403 2026 208,182 2027 207,481 2028 206,358 2029 202,621 Thereafter 1,780,095 TOTAL LEASE PAYMENTS $ 2,865,238 Less: present value adjustment ( 993,804 ) PRESENT VALUE OF TOTAL LEASE LIABILITIES $ 1,871,434 Less: current lease liabilities ( 93,868 ) LONG-TERM OPERATING LEASE LIABILITIES $ 1,777,566 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 September 30, 2024, the weighted average remaining lease term is 14.7 years and the weighted average discount rate used to determine the operating lease liabilities is 6.3 %. 24 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED 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 the first quarter of 2023, the Company entered into a sublease agreement for three stand-alone skilled nursing operations with a third-party operator with an initial lease term of 18 years. Additionally, during the three months ended September 30, 2023, 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 three and nine months ended September 30, 2024 and 2023 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Pennant (1) $ 3,821 $ 3,740 $ 11,465 $ 11,224 Other third-party (2) 1,863 1,727 5,617 4,410 TOTAL $ 5,684 $ 5,467 $ 17,082 $ 15,634 (1) Pennant rental income includes variable rent such as property taxes of $ 308 and $ 940 during the three and nine months ended September 30, 2024 and $ 324 and $ 974 for the three and nine months ended September 30, 2023, respectively. (2) Other third-party includes rental revenue associated with the Company's subleases to third parties of $ 1,089 and $ 3,258 for the three and nine months ended September 30, 2024, and $ 1,063 and $ 2,834 for the three and nine months ended September 30, 2023, respectively. Future annual rental income for all third-party leases as of September 30, 2024 were as follows: Year Amount (1) 2024 (remainder) $ 5,751 2025 22,509 2026 22,125 2027 21,772 2028 21,647 2029 21,623 Thereafter 111,079 TOTAL $ 226,506 (1) Annual rental income includes base rents and variable rental income pursuant to existing leases as of September 30, 2024. 18. DEFINED CONTRIBUTION PLANS The Company has a 401(k) defined contribution plan (the 401(k) Plan), whereby eligible employees may contribute up to 90 % of their annual basic earnings, subject to applicable annual Internal Revenue Code limits. Additionally, the 401(k) Plan provides for discretionary matching contributions (as defined in the 401(k) Plan) by the Company. The Company has a non-qualified deferred compensation plan (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 the three and nine months ended September 30, 2024 and 2023. 25 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As of September 30, 2024 and December 31, 2023, the Company accrued $ 62,285 and $ 49,201 , respectively, as long term deferred compensation in other long term liabilities on the consolidated balance sheet. Cash surrender value of the contracts is based on investment funds that shadow the investment allocations specified by participants in the deferred compensation plan. Refer to Note 5, Fair Value Measurements for more information on the funds. For the three and nine months ended September 30, 2024, the Company recorded gains related to its DCP of $ 3,175 and $ 6,096 , respectively, which are included in other income (expense), and recorded offsetting expenses of $ 3,294 and $ 6,410 , which are allocated between cost of services and general and administrative expenses. For the three months ended September 30, 2023, the Company recorded a loss related to its DCP of $ 1,424 , which is included in other income (expense), and recorded an offsetting reduction in expense of $ 1,352 , which is allocated between cost of services and general administrative expense. For the nine months ended September 30, 2023, the Company recorded a gain related to its DCP of $ 1,065 , which is included in other income (expense), and recorded an offsetting expense of $ 1,261 , which is allocated between cost of services and general administrative expenses. 19. SELF INSURANCE LIABILITIES 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 for the Company's independent subsidiaries in California is $ 750 per claim, subject to an additional one-time deductible of $ 1,500 . For the independent subsidiaries not in California, the self-insured claim is $ 650 per claim, subject to an additional one-time, deductible of $ 1,400 . 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. In Colorado, the third-party coverage above these limits is $ 1,000 per claim and $ 3,000 per operation, which is independent of the aforementioned blanket aggregate limits that apply outside of Colorado. The majority of the self-insured retention and deductible limits for general and professional liabilities and workers' compensation liabilities are self-insured through the captive insurance subsidiary, the related assets and liabilities of which are included in the accompanying condensed consolidated balance sheets. The captive insurance subsidiary is subject to certain statutory requirements as an insurance provider. The Company’s policy is to accrue amounts equal to the actuarial estimated costs to settle open claims of insureds, as well as an estimate of the cost of insured claims that have been incurred but not reported. The Company develops information about the size of the ultimate claims based on historical experience, current industry information and actuarial analysis, and evaluates the estimates for claim loss exposure on a quarterly basis. The Company uses actuarial valuations to estimate the liability based on historical experience and industry information. Accrued general liability and professional malpractice liabilities on an undiscounted basis, net of anticipated insurance recoveries, were $ 120,905 and $ 105,729 as of September 30, 2024 and December 31, 2023, respectively. 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. Accrued workers’ compensation liabilities are recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets and were $ 32,355 and $ 29,454 as of September 30, 2024 and December 31, 2023, respectively. In addition, the Company has recorded an asset and corresponding liability of $ 16,648 and $ 15,913 as of September 30, 2024 and December 31, 2023, respectively, in order to present the ultimate costs of malpractice and workers' compensation claims and the anticipated insurance recoveries on a gross basis. See Note 12, Restricted and Other Assets. 26 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company self-funds medical (including prescription drugs) and dental healthcare benefits for the majority of its employees. The Company is fully liable for all financial and legal aspects of these benefit plans. To protect itself against loss exposure with this policy, the Company has purchased individual stop-loss insurance coverage that insures individual claims that exceed $ 525 for each covered person for fiscal year 2024. As of September 30, 2024 and December 31, 2023, the Company’s accrued liability under these plans recorded on an undiscounted basis in the accompanying condensed consolidated balance sheets was $ 14,118 and $ 14,814 , respectively. The Company believes that adequate provision has been made in the Interim Financial Statements for liabilities that may arise out of patient care, workers’ compensation, healthcare benefits and related services provided to date. 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 condensed consolidated balance sheets for any of the periods presented. 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 enforces 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. 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 is in the process of appealing the jury verdict. The Company has in the past appealed similar decisions and has, in some circumstances, received 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. 27 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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 intervention 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 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/or reimbursement; authorities could also seek the suspension or exclusion of the provider or individual from participation in state and federal healthcare 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 alleged 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 investigations can be a distraction to the business of the Company's independent subsidiaries. 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 is fully cooperating 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. 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 any recovery obtained for the Federal government. 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 related to the mandatory exchange of information between the parties in the fourth quarter of 2023. In early January 2024, the Company entered into mediation with the involved parties and on January 19, 2024, the parties agreed to settle the civil case for approximately $ 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 consistently complied with and continues to comply with all applicable State and Federal statutes (including but not limited to the FCA and the AKS). The settlement documents are in the process of being finalized and, following payment of the settlement funds, the qui tam complaint will be dismissed and the matter will be resolved. 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. 28 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Under the Fraud Enforcement and Recovery Act of 2009 (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. 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. Additionally, in July of 2024, the Company and two of its independent subsidiaries received a subpoena to produce documents regarding related to alleged environmental matters from the United States’ Attorney’s office for the Western District of Washington. The Company and its subsidiaries are fully cooperating with the United States' Attorney’s office in response to the subpoena. The Company does not believe that the ultimate resolution of these actions will have an ongoing material adverse effect on the Company’s business, cash flows, financial condition or results of operations. The Company and its independent 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), various Program Safeguard Contractors, and Medicaid Integrity Contractor programs (collectively referred to as Reviews). Reviews vary in claim selection size and processes, ranging from a single episode/claim month to larger, multi-claim batches; and from single rounds of review to reviews of multiple rounds with pass/fail criteria. If an operation has a significant error rate or 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 September 30, 2024 and through the filing date of this report, 18 of the Company's independent subsidiaries had multi-claim 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. 29 Table of Contents THE ENSIGN GROUP, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 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 53.5 % and 53.4 % of its total accounts receivable as of September 30, 2024 and December 31, 2023, respectively. Revenue from reimbursement under the Medicare and Medicaid programs accounted for 70.2 % and 71.0 % of the Company's revenue for the three and nine months ended September 30, 2024, respectively, and 72.1 % and 72.8 % for the three and nine months ended September 30, 2023, respectively. 21. COMMON STOCK REPURCHASE PROGRAM On May 16, 2024, the Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 20,000 of its common stock under the program for a period of approximately 12 months from September 1, 2024. The Company did not purchase any shares pursuant to this stock repurchase program during the nine months ended September 30, 2024. On August 29, 2023, the Board of Directors previously 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, which the program terminated by its terms on August 31, 2024 and is no longer in effect. The Company did not purchase any shares pursuant to this stock repurchase program. Under these repurchase programs, the Company is authorized to repurchase its issued and outstanding common shares from time to time in open-market and privately negotiated transactions, tender offers, pursuant to contractual provisions, and block trades, or otherwise in accordance with federal securities laws. The share repurchase program does not obligate the Company to acquire any specific number of shares. Any such repurchases will depend on the Company's business strategy, prevailing market conditions, the Company's liquidity requirements, contractual restrictions or covenants, compliance with securities laws, and other factors. The amounts involved in any such transaction may be material.