Good day, and thank you for standing by and welcome to Ensign Group Incorporated Second Quarter Fiscal Year 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to Chad Keetch, Chief Investment Officer. Please go ahead.

Thank you, operator, and welcome everyone. We filed our earnings press release yesterday, and it is available on the Investor Relations section of our website at ensigngroup.net. A replay of this call will also be available on our website until 5 pm Pacific on Friday, August 25, 2023. We want to remind any listeners that may be listening to a replay of this call that all statements made are as of today, July 28, 2023, and these statements have not been nor will be updated subsequent to today's call. Also, any forward-looking statements made today are based on management's current expectations, assumptions and beliefs about our business and the environment in which we operate. These statements are subject to risks and uncertainties that could cause our actual results to materially differ from those expressed or implied on today's call. Listeners should not place undue reliance on forward-looking statements and are encouraged to review our SEC filings for a more complete discussion of factors that could impact our results. Except as required by federal securities laws, Ensign and its affiliates do not undertake to publicly update or revise any forward-looking statements, where changes arise as a result of new information, future events, changing circumstances or for any other reason. In addition, The Ensign Group, Inc. is a holding company with no direct operating assets, employees or revenues. Certain of our wholly owned independent subsidiaries, collectively referred to as the Service Center, provide accounting, payroll, human resources, information technology, legal, risk management and other services to the other operating subsidiaries through contractual relationships with such subsidiaries. In addition, our wholly owned captive insurance subsidiary, which were referred to as the Insurance Captive, provides certain claims made coverage to our operating companies for general and professional liability, as well as for workers' compensation…

Thanks, Chad, and thank you everyone for joining us today. We are very happy with the record results we reported this quarter as our local leaders and their teams achieved excellent clinical and financial results, even when the operating environment continues to present challenges. During the quarter, we saw continued improvement in occupancy, skilled revenue, skilled days, and managed care revenues, which is particularly impressive given persistent labor market pressures and the return of more typical seasonality. As we anticipated in our last report, we saw fewer admissions in the second quarter, which is typical in the summer months as seasonal factors impact patient flow. However, our occupancy performance remains strong with same store occupancy of 78.5% as of the end of the quarter, which was an increase of 3.97% over the prior year quarter. We are confident that we are on a path to reach and eventually exceed our pre-COVID same store occupancy of 80.1% as we move into the higher admission months of fall and winter. In addition, we may never have seen as much potential to drive organic growth across our portfolio than we do right now. There are so many opportunities in front of us to improve labor and drive occupancy and skilled mix as we continue to successfully transition 45 recently acquired operations. We are very excited to see our local field and Service Center partners share and apply best practices as they respond to the significant labor market challenges. As they instill our customer second culture into each operation, we have seen and will continue to see lower turnover and less usage of third-party nursing agencies, which again improved for the six month in a row as of June 30th. We also see the enormous growth opportunities in same store occupancy in enhancing our…

Thank you, Barry. After adding 19 operations last quarter, we took some much needed time to continue to work together with our new teams and all 45 of our newly acquired operations as they continue to adopt Ensign's cultural principles. We couldn’t be more excited about the organic growth potential within our existing portfolio, as our new acquisitions are already contributing to our results, in many cases ahead of schedule. As a result of skilled services expansions in the first half of 2023, occupancy and skilled mix days for the skilled nursing operations in the recently acquired bucket was 77.2% and 28%, respectively, for the quarter. For those that have been following us for years will note, this is a very impressive starting point from which to build. However, when compared to our same store occupancy and skilled mixed days of 78.5% and 32.3%, respectively, there is enormous upside in each of these operations as they continue to transform into same store caliber operations. As we evaluate the horizon for new deals, we are well down the road on several opportunities and assuming everything goes as planned, we expect to announce a handful of new acquisitions in the very near future. The pipeline has been steady over the summer and we expect more opportunities to arise in the fall as we approach the end of the year. The past few years have been very difficult for skilled nursing operators and we see evidence of that in the low occupancy and high utilization of third party nursing agencies, and the poor clinical and financial health of the facilities we have recently acquired. As a result, we still expect that there will be lots of opportunities that will arise. However, as we always remind you, we do not set arbitrary growth goals…

Thank you, Chad, and hello everyone. As Barry and Chad just noted, acquisitions represent an extremely important part of our operational strategy. This is particularly true right now, as we are absorbing 45 facilities that were acquired over the last 12 months. While many of these new facilities are following the typical multi-year turnaround process to reach their potential, we've been pleased to see the quicker than average contributions that some of our recent acquisitions are making, clinically and financially. One great example of this is Fairmont Rehab Hospital, located in Lodi, California. This 59-bed skilled nursing and rehab center had a good reputation in the community prior to transition. Thanks in part to the leadership of longtime Executive Director, Randy Tu and Director of Nursing, Jennibeth Devera. Despite their prior history of success, Randy and Jennibeth truly embraced the cluster model, as well as the sophisticated tools and data that our organization provides to help affiliated operations succeed at the day-to-day fundamentals. As a result, over the past five months, the Fairmount team has already made a meaningful EBIT contribution. In addition, they've successfully eliminated third-party nursing agencies and reduced overall nursing labor expenses, while simultaneously growing revenues, occupancy, and skilled mix, all this while maintaining a CMS 5 star overall rating, as well as a 5 star rating for health inspections and quality measures. However, with the focus and excitement that surrounds new transitions, it's important that we don't overlook the greatest contributor to our ongoing success, consistent year-over-year improvement in our same store operations. One exceptional example of this is Beacon Hill Rehabilitation, located in Longview, Washington. This CMS 5 star rated 67-bed skilled operation is led by CEO, Steve Ross and COO, Amanda Ogden. It was acquired in 2014, and after transitioning has been able to…

Thank you, Spencer, and good morning, everyone. Detailed financials for the quarter are contained in our 10-Q and press release filed yesterday. Some additional highlights for the quarter include the following. GAAP diluted earnings per share was a $1.12, an increase of 10.9%. Adjusted diluted earnings per share was $1.16, an increase of 14.9%. Consolidated GAAP revenues and adjusted revenues were both $921.3 million, an increase of 25.8%. GAAP net income was $64 million, an increase of 10.9%. And adjusted net income was $66.3 million, an increase of 15.4%. Other key metrics as of June 30, 2023 include cash and cash equivalents of $420 million, cash flow from operations of $168.1 million, and $593 million of availability on our revolving line of credit. During the quarter, we paid a quarterly cash dividend of $0.0575 per share. We also delevered our portfolio achieving lease adjusted net debt-to-EBITDA ratio of 2 times, which is a decrease from last year of 2.03 times and is particularly impressive given the amount of growth we have taken on over the last year. As of today, we have no updates from the federal government on the anticipated federal minimum staffing rule. However, since our last quarter, we have continued to receive good news on reimbursement that has provided some extra clarity about the remainder of the year. Starting in October of this year, we expect the federal net Medicare rate to increase by a healthy 3.5%. At the state level, most of the states we operate in have already adjusted their reimbursement to offset some of the reimbursement linked to the public health emergency that ended in May. For example, key states like Texas announced some encouraging changes to their rates. The combination of a positive rate environment and a slowing of inflation in some of…

Thanks, Suzanne. As we wrap up, it's always important for us to acknowledge our incredible team members, facility leaders, field resources, clinical partners and service center team that are behind these record-setting results. As we reflect on the challenges our partners continue to face from almost every direction, we never cease to be amazed by their impressive resiliency as they focus on supporting one another in new and innovative ways. I can't -- we can't emphasize enough how incredibly honored and grateful we are to work alongside each of them. Their commitment has really blessed the lives of so many, including our own. We're excited about our future because of these amazing partners. We have complete faith in them and the culture they have collectively built. We'll now turn over to the Q&A portion of our call. And operator, can you please instruct the audience on the Q&A procedure?

Thank you. [Operator Instructions] Our first question comes from the line of Scott Fidel with Stephens. Your line is now open.

Great. Hi. Thanks everyone. Good afternoon. First question, just given the unusual size of the acquisition with the North American portfolio, I thought it would be helpful if you maybe you can walk us through how the integration has been proceeding on that portfolio and how the margins in particular have been trending there relative to your expectation in the second half and then how you see that setting up as well for continued performance in the back half of the year?

Yes. No, it's -- I appreciate the question. It's been -- it's obviously been an important focus of ours to make sure that we, number one, get this culturally right. Any time we take a larger portfolio of facilities we certainly worry first and foremost about the cultural integration and making sure that not only do these new partners feel like they're an important part of our organization, but that they learn and understand our operational principles and core values and that they see and feel the vision of what we hope to become together. And we've done some unique things with this transition that have been, I think, really helpful to that end. Our leaders were able to have early access to the North American partners and really get them in early and spend time, again, ahead of the transition to help them learn these things and to kind of appreciate the nuances and changes that they were needing to expect. That, combined with some kind of new tools and operational kind of transitional things that we put in place, all proved to be really helpful in helping this transition go much, much better and go a lot more efficiently than I think any of us really expected. So, while there were some bigger obstacles upfront with some high nursing agency and some other operational adjustments that needed to happen and lower occupancy, especially when compared to our other California operations that certainly had an impact on their existing margins and how they were doing operationally, those -- a lot of those hurdles were overcome really quickly. We're not anywhere where we need to be yet with these operations, but the transition has been really effective. We've seen a path towards viability that's been -- and profitability that's been much quicker at each operation than we expected to the point where they're all contributing now. But the good news is they all have a tremendous amount of upside still, and there's a lot more to be done to continue to improve with the vast majority of the leaders that were already in those buildings in the first place, including a really great cohort of amazing clinical leaders in each one of these buildings that have many, many years of experience. And so when you have great operational leaders and great clinical leaders, combined with great clusters and Ensign partners around them, it's a good formula for success in one of our -- California is one of our stronger states and that experience of leadership around these North American buildings has proved to be really effective in helping these leaders come along and feel like they're an important part of our organization.

Okay. Great. Appreciate that. My second question, just wanted to just drill into the EBITDA margins a bit. And so if we look at the first half of the year, you came in at 11.3% and in the first quarter and 11.2% in the second quarter on an adjusted basis. Clearly, a lot of different moving pieces within that in terms of the FMAP starting to wind down a bit, integrating the North American property, as we look out to the back half of the year, obviously, we're still waiting on the minimum staffing rule, although that would be in effect until later on, and you've highlighted some of these rate increases you're getting. How would you sort of, I guess, sort of without -- I know you don't provide quarterly guidance, but think about the slope on margins from here when we think about the third quarter and the fourth quarter and then also how you've talked about some of the normal seasonality seems to have returned to the business as well.

Yes. I'll start and then Barry can fill in the gaps there. And so I think just looking at our history and looking at where seasonality is, historically, right, Q4 is our strongest quarter. Q2 and Q3 tend to be weaker. I think during COVID, we didn't experience that seasonality at the same effect. We do see some seasonality coming in towards the end of -- and we saw it coming in towards the end of June, but -- and expect that to have a little bit of seasonality this year as we're ramping back into kind of post-COVID times. And so, always -- we've always had better margins in the fourth quarter relative to Q3. With regards to a couple of other things that are happening in the dynamics of the numbers, we did have a North American acquisition that Barry just got talking about. And so I think we're looking at an EBITDA number versus an EBITDAR number, I think just making sure that we're taking in that full rent calculation associated with some of those newer acquisitions. A lot of the newer acquisitions have been leases. And so, I think looking at the EBITDAR, you can see that we're pretty consistent quarter-over-quarter and going from there. So, I think that that’s...

Yes. I think some things that probably support our optimism for maybe some margin expansion towards the end of the year is -- we continue to make great progress on the agency front. We've seen, as we said in our stated remarks, we've seen those numbers continue to go down for about 6 months in a row, 2 full quarters in a row. And then obviously, our skilled mix is much stronger than it was pre-COVID, and we see that as a continued opportunity. We just -- we have really great relationships with our managed care partners. Our field leaders have become more and more adept at ensuring that they have high quality and high acuity services -- service offerings to be able to attract those kinds of patients and continue to kind of rise up the acuity scale. And so, obviously, towards the end of the year is when we see growth -- more growth in skilled mix and sicker patients. And so, I think those two factors combined will kind of prove to -- lead towards a little bit higher margins towards the end of the year.

Okay, understood. And if I could just ask one more question. Just on the minimum staffing rule, which obviously everyone has sort of been waiting on for quite a period of time here to finally see the content of that. I have two sort of things I was just wondering about with that. I guess, the first is, is there anything proactively that you're looking to do from the operations perspective ahead of this, or is it really something where you just want to see what the final proposal is and then adjust, as necessary? And then from the M&A backdrop and the discussions there, how much, I guess, of the gating factor has that been, either for you guys or for potential sellers in terms of wanting to have visibility into that rule or -- or is that not that significant as you look at M&A discussions? And then that's it for me. Thanks a lot.

Addressing the last part of that question first. It's interesting how sellers tend to ignore any potentiality of any factor that has some kind of a headwind effect. So, that's always funny to us that are you seeing something, we're not seeing. So -- but that said, yes, there's a lot we're doing, I would say, on the government relations front. We're very active with our association. We've spent time visiting DC at their request and with folks they want us to meet with, and also providing comments and feedback. And we will engage with our association on a pretty aggressive letter writing campaign to both ahead of and behind any release of the proposed rule around federal staffing. We know that proposed staffing rule will be coming. We don't think it will probably be out for another month or so. But -- what I can tell you that we're doing organizationally is really not reacting much to what we don't know. What we have been focused on is making sure that we continue to be the best employer we can be. We have had an intense focus for the last 1.5-year on being the employer of choice to make sure our retention efforts are exceptional that we're sharing best practices around how to improve on our culture and our principles that we believe deeply in that we hope make us the place where healthcare workers want to be. And so, a lot of discussion around turnover and best practices around orientation and attracting talent and developing new employees by having schools and other programs to attract talent. Those have been in place, absent a federal staffing minimum rule and will continue to be in place post just in line with what our cultural principles lead us to. And the…

I'll just add to the second part of your question there, Scott. Certainly, as Barry was saying, I mean the deals that we're seeing now, sellers and brokers are saying, "Hey, let's build in some minimum staffing into our pro formas for sure. But all that said, I certainly think that will create some disruption in the market that will generate an enormous amount of opportunity for us. Our strategy will remain the same, however, which is to pay prices that are reflective of reality. And as we do that, confident that the growth engine that we have will continue to run, and we'll have lots of opportunity to do that.

And our next question comes from the line of Ben Hendrix with RBC Capital Markets. Your line is now open.

Hey. Thanks, guys. A quick question on the guidance. I appreciate the commentary about watching EBITDAR. So, I was wondering if you could give us a little idea on the ramp in lease expense you expect through the back half of the year. And then, where you would expect lease expense to end the year on a run rate basis? Thanks.

Yes. So for the most part, right, our acquisitions to date are -- that we didn't have any additional acquisitions in Q3 and our 2Q, and so that lease amount has kind of a base in it. Most of our leases have caps about at -- higher than 3%. And so kind of having about half of it come in already with some to still come in second half is probably a good way to look at that lease expense number.

Okay. Thank you. If I may, one, we're seeing more headlines from health systems about adoption of skilled care in the home. And I'm just wondering to see kind of how you're seeing that trend across your markets. And if you -- I think you were in discussions with one healthcare or health system, in particular, about a potential in-home strategy. I was wondering to get an idea of how that's trending and where that is.

Yes. I mean, I think one major comment or kind of one principal comment I would make about that is that I think any shift of patients that we might have from kind of their current setting to a home setting is a really, really tiny percentage. Most -- our focus is on getting our patients out of our setting and into the home setting to the extent that they're eligible for that transition or capable of it as quickly as possible. So, that said, there are some things that I think we are looking at that can be done to make that transition better and even look at different strategies and partnerships with physician groups and have a strategy around that successful transition. We've recently partnered with and invested in a group that is focused on this for kind of a high-risk, high-needs population in the San Diego market. And we're exploring that partnership and the synergies we can have with that group and seeing how we can expand it. But again, I think we're still talking about a really, really tiny part of our current and future business. And while there's a lot of discussion around this, I think any major shifts that have taken place have already happened. And remember, we started a home health and hospice company and spun it out eventually. And so, we know that business really well. We know the home setting well. But there are -- I don't think we see any massive dynamics that would drastically change our business model in the future, more just kind of nuanced market-by-market strategies for maybe high-risk patient populations.

Thank you. I'm currently showing no further questions at this time. I'd like to turn the call back over to Mr. Barry Port for closing remarks.

Thank you. And we look forward to a great year and appreciate everyone's support and for being on the call today.

This concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a wonderful day.