Thank you for standing by and welcome to The Pennant Group Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] As a reminder, today's conference call is being recorded. I would now like to turn the conference over to your host, Mr. Derek Bunker, Chief Investment Officer. Please go ahead.

Thank you, Valerie. Welcome everyone, and thank you for joining us today. Here with me today, I have Danny Walker, our CEO; Brent Guerisoli, our President; Jen Freeman, our CFO; and John Gochnour, our COO. Before we begin, I have a few housekeeping matters. We filed our earnings press release and 10-K yesterday. This announcement is available on the Investor Relations section of our website at pennantgroup.com. A replay of this call will also be available on our website until 5 PM Mountain Time on Friday, March 25, 2022. We want to remind anyone that may be listening to a replay of this call that all statements made, or as of today, March 1, 2022, and these statements have not updated or will they 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 in 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, Pennant 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 Pennant Group Inc. is a holding company with no direct operating assets, employees or revenues. Certain of our 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. The words Pennant, company, we, our and us refer to The Pennant Group Inc., and its consolidated subsidiaries. All of our operating subsidiaries and the service center are operated by separate independent companies that have their own management, employees and assets. References herein to the consolidated company and its assets and activities as well as the use of the terms we, us, our and similar terms used today are not meant to imply, nor should it be construed as meaning that The Pennant Group, Inc. has direct operating assets, employees or revenue or that any of the subsidiaries are operated by The Pennant Group. Also, we supplement our GAAP reporting with non-GAAP metrics. When viewed together with our GAAP results, we believe that these measures can provide a more complete understanding of our business, that they should not be relied upon to the exclusion of GAAP reports. A GAAP to non-GAAP reconciliation is available in yesterday’s press release and in our 10-K. With that, I'll turn the call over to Danny Walker, our CEO. Danny?

Thank you, Derek, and welcome everyone to our full-year and fourth quarter 2021 earnings call. At the outset here, I'd like to first thank our clinical and operational teams for the work that they have done through this most recent Omicron surge. The individual and collective efforts have been both harrowing and heroic and we are deeply grateful. In 2021, we produced record full-year results in our Home Health and Hospice segment, achieving double-digit top and bottom-line growth and strong quality outcomes, while adding 11 agencies to our portfolio despite a difficult operating environment. Our Senior Living segment weathered three waves of COVID-19 surges and a record winter storm in Texas and is now poised to recover in 2022 with; one, more robust leadership throughout the segment; two, stronger clusters and markets; three, better data and systems; and four, signs of an improved operating environment. Ultimately, our 2021 results fell short of our high expectations we established for ourselves. In general, the demands of completing the spinoff successfully including completely overhauling our IT system infrastructure, the high volume of Home Health and Hospice acquisitions, the leadership overhaul of our Senior Living segment and the investment of time and resources in early stage new business ventures combined with the unique pressures of the COVID-19 pandemic and the administrative requirements associated with full Sarbanes Oxley 404 compliance have temporarily limited our ability to achieve the exceptional operating results we have been accustomed to. However, as we look to '22, we're encouraged by what we see. As described last quarter, we took action to; one, ensure that each local team is executing at a high level without distractions; two, retrench around our core opportunities across both segments; and three, reinforce the core principles of our operating model that have led to our historical…

Thanks, Danny. Turning first to our Home Health and Hospice segment performance. Through yet another surge of COVID-19 cases in many of our markets, we increased revenue 4.5% to $77.9 million over the prior year quarter, while adjusted EBITDA of $11.2 million declined $2.7 million or 19.1% from the prior year quarter. Even as our hospice admissions and average daily census were down from the third quarter, we saw solid growth in our total Home Health and Hospice admissions, which rose 9% over the prior year quarter. The decline in hospice ADC is largely the result of a modest decline in admissions, as well as a higher mix of referrals for more acute settings that tend to have a lower average length of staying. This softness was concentrated in a handful of markets more acutely impacted by the effects of higher COVID-19 cases and other operational headwinds, which have continued into the first quarter. However, as we focus on meeting the needs of our local healthcare communities, strengthening relationships with new and existing key partners and adding key talents, we are confident we can grow census and produce stronger results as operating conditions continue to improve. The bedrock of our confidence in future growth is our relentless focus on providing exceptional clinical care to our patients. We continue to achieve high marks and several quality scores across our Home Health and Hospice segment, with an average Home Health CMS star rating of 4.2 and a 12.7% acute care hospitalization rate according to real-time third-party analytics, meaningfully below, the reported national average of 15.4% in the fourth quarter. We have successfully improved our quality measure in our recent acquisitions as well with the average CMS star rating of our Home Health agencies acquired in 2020, improving from 3.7 stars at the…

Thanks, Brent. Our fourth quarter was uncharacteristically quiet with no closed acquisitions as we focused on the ongoing transition of the 11 Home Health, Hospice and Home Care agencies, we added earlier in 2021 and the 15 added in 2020, and navigated the impacts of the Omicron surge. We are excited for each of these new operations as they hit their stride in their operating model. As these agencies continue to mature, we are confident they have the potential to grow in ways much like the agencies we've acquired for most of our history, many of which still average 20% or more growth year after year, and paid back our investment many times over. The development of certain recently acquired agencies has been slower than we expected as we work to identify the right leaders for each operation and support them as they build culture and established rigor around best practices. We are confident these deals are fundamentally sound, and we look forward to driving the growth in 2022 and beyond that will lead the better overall performance in our Home Health and Hospice segment. In addition, our pipeline of potential deals is expanding as we continue to source quality Home Health and Hospice, and Senior Living opportunities. And as we continue to execute in our recently acquired operations, we're excited to add new quality operations to the Pennant family. And now, I’ll hand it over to Jen for review of the financials. Jen?

Thank you, Derek, and good morning everyone. Detailed financial results for the full-year and three months ended December 31, 2021 are contained in our 10-K and press release filed yesterday. For the full-year ended December 31, 2021, we reported total GAAP revenue of $439.7 million, an increase of $48.7 million or 12.5% over the prior year. GAAP diluted earnings per share of $0.09 and non-GAAP adjusted earnings per diluted share of $0.46. Please note that our non-GAAP adjusted earnings per share results for the full-year and three months ended December 31, 2021 include the benefit of the Medicare sequestration holiday, adjustments for the impairment losses associated with the five Senior Living communities transferring to Ensign. While difficult to perfectly capture all such expenses and lost revenue, we estimate that our full-year and fourth quarter results were negatively impacted by COVID-19 in the amount of 10 million and 2 million respectively in lost revenue and 5.4 million and 2 million respectively in expenses 90% of which are increased in wage rates and overtime over the prior comparable period. Key metrics for the full-year and three months ended December 31, 2021 include $53.5 million drawn on our revolving line of credit and $5.2 million cash on hand at quarter end, 1.75x net debt-to-adjusted EBITDA and 2.06x if Medicare advanced payments have been paid back as of the quarter end. Automatic recoupment of the advanced payments began in April, 2021, on which we have repaid $25 million through February 25, 2022 and we expect to repay the remaining $3 million overtime within the payback period. Cash flows provided from operations of $3.6 million, excluding the impact of the automatic recoupment of advanced payments, and $2.8 million impairment included in cost of service primarily related to the five Senior Living communities we are transferring…

Thanks, Jen. As we typically do, I'd like to highlight a few leaders that have gone above and beyond in their operations and in supporting their partners throughout the organization. It's my pleasure to share these stories. At Puget Sound Home Health in Pierce and King Counties in Washington, CEO, Devin Rothwell; and CCO, Shalonda Morton, are achieving exceptional results across the board by building a culture focused on our core values of customer second ownership and intelligent risk taking. This team first invested in the right individuals that would accelerate the agency's growth trajectory, and then methodically focus on producing quality care outcomes in strategically investing in expanding the service offerings available to the community. Their foundation of clinical quality has led to a 4.5 CMS star rating. The investments in the right people, culture and providing quality clinical care have helped them achieve revenue growth of 9% and EBIT growth of 46.3% in 2021 over the prior year, which continued a compound annual growth rate of 17.3% since we purchased the agency in 2013. Because of the extraordinary impact on the Puget Sound Community, the agency was awarded three hospice certificates of need in 2020 and '21. The results of Puget Sound Home Health and Hospice are typical of what talented local leaders can achieve through the application of best practices in our operating model. At Pleasant Point Senior Living in Racine, Wisconsin, CEO, Tiffany Morth; COO, Heather Gillis; and Director of Business Development, Christine Gomez, have led the remarkable turnaround of an operation that had a difficult time finding traction in their community during the first several years following acquisition. From the time they arrived, Tiff, Heather, Christine, and their partners in the cluster in Wisconsin market immediately went to work to change the vision for what Pleasant Point represents. They strategically invested in the community, built a strong local team, added additional talented marketing and sales professionals, some of whom are now supporting sister communities in Wisconsin and elsewhere, and instill the culture centered on our core values of customer second ownership, accountability, and celebration. The combined impact of these and many other actions helped this team drive occupancy from 63.6% in the fourth quarter of 2020 to 96.1% in the fourth quarter of 2021. A remarkable increase of 32.5% during a year, which saw many other communities lose residents. This translated into revenue growth of 97% and EBITDAR growth of 348% each in the fourth quarter over the prior year quarter. This incredible transformation is emblematic of what is possible at newly acquired and same store operations under the stewardship of the right leaders. With that, I'll turn it back to Danny.

Thank you, Brent. Now, we'll open it up for questions. Valerie, could you please instruct the audience on the Q&A procedure?

[Operator Instructions] First question comes from Tao Qiu of Stifel. Your line is open.

Hi, good morning. First of all, thank you for providing more disclosure on the same agency and new agency statistics. I think last quarter, you called out the lagging performance of the recently acquired Home Health agencies that kind of contributed to the admission decline there. I think this quarter, we've seen some relative outperformance in Home Health now, but the non-same agency pool was a drag on the hospice side. So could you maybe provide some more context on the bifurcating performance between the two buckets and the unique challenges in scaling up new agencies through the Omicron wave? And how fast do you expect to get performance back on track? Is it a matter of improving labor environment, less rely on agency labor or maybe making some more investment in the development of few leadership? Just trying to understand what would be some of the positive drivers short term and medium term? And how quickly you can get there?

Good. Yes. Thanks for the question, Tao. On these transitioning agencies, we aren't first to make it clear. We're not relying heavily on external labor through agency services. The issues are more related to how we're swaying the market from other referral sources to ours at our normal rate, and other subtle things related to our implementation of systems. And so, we've had more difficulty and a little bit more elongated process of taking our bread and butter, which is smaller well-regarded clinical operations that need more infrastructure into them. And so we've seen significant improvement in those during the fourth quarter. And our rate of improvement, we feel like is continuing into the first quarter. And so we feel like we're mostly through that. I don't know if Brent wants to add a little perspective or John Gochnour on that. But we don't see them continuing to be a significant drag in 2022. Having said that, you mentioned the differences between Home Health volumes and Hospice ADC pressures, we are seeing success on the Home Health volume side. We're excited about that. Many of these new acquisitions, but also our existing operations have weathered a fairly challenging hospice ADC environment where we've seen a shift in acuity of the patients coming on service, coming on later in their disease process, more referrals from acute care settings. All of which are positive, but the absence of longer-term residents that maybe are living in senior housing properties or skilled nursing facilities has made for a little bit of pressure on the hospice ADC front. So we're seeing that persist, as Jen mentioned, in the first quarter. We're anticipating that we'll be able to recover well from that. John or Brent, any color to add there?

I'll just add, Danny. I think what you're seeing, Tao, is our same-store operations, those that have been with us for an extended period of time, those where we've established culture and a place in the community, they performed really well throughout the course of the year. And there was softness in the fourth quarter, but you look across the year, and you see really strong expense management, you see strong growth. With those newer acquisitions, we're still formulating our place in the community. We are often entering into new geographies. And so it just takes a little longer to the employer of choice, to become the place where referral sources turn. And so you see a little bit more of that margin pressure. I think where you have seen the margin pressure in the fourth quarter is really on account of some changes in the labor environment, where I think everyone has seen the impact that COVID has had on from that standpoint. And then the softening in the hospice ADC, which is traditionally for us a little higher margin business, and so that's kind of where that softening is impacting our results. But as Danny mentioned, we couldn't be more optimistic. We have a group of really talented CEOs across our Home Health and Hospice organizations, who are weathering a pretty significant Omicron surge, where we saw a lot of people out with illness, both COVID-related and not. And we feel like we're back at full capacity and able to take those referrals and the volume that's out there.

Got you. The second question is about guidance. Given the lingering headwinds in the first quarter you mentioned, when we look at the guidance, if you exclude the $16 million from the five Senior Housing assets you sold, revenue effect essentially flat from the last guidance. I think there are also some positive developments since the last guidance, either from the phasing of the sequester or the increase of the Medicaid rates in a few states. Given the low run rate of 4Q and the softness in 1Q, what assumptions may have changed since the last update to give you this kind of the flat guidance versus last one?

Yes. I'll let Jen give you some specifics. I just -- as I noted in my prepared remarks, we repeatedly tried to not get in the game of projecting what a surge was going to do to us when those surges of COVID were going to come. And it's led to a difficult environment for people to understand where we think we're actually going to end up. And so we've made an attempt with this guidance to draw things back and build in some -- our view of kind of an endemic view of COVID in this 2022. Now, we've kind of taken our view of how COVID actually affected us in 2021, and we've assumed that we're going to have some periodic surges. Hopefully, nothing like what we've seen with Delta or Omicron. But still, we're baking that in, so that we ideally don't find ourselves in a situation where we've set expectations that are above what we can realistically achieve.

So just to speak to some specifics. As you mentioned, the revenue is impacted by the transfer of the Senior Living entities to Ensign. That's about $16 million in revenue and slightly accretive on the bottom line. So I just want to make sure that that is recognized. So in 2021, those entities operated in that loss, slight net loss. So when you adjust 2021, that's part of the adjustment there on the guidance. And then as I talked about, we also incorporated, as Danny just mentioned, the impact that we've seen in our wage increases and other impacts from COVID. So while we are incorporating that, we're also looking at an improvement of, as I mentioned in the prepared remarks, about 20 to 50 basis point improvement in our cost of service as a percentage of revenue. And just keep in mind that our cost of service as a percentage of revenue in the fourth quarter is impacted by the $2.8 million accounting impairment loss that we took in the fourth quarter related to those five communities. Hopefully, that helps to bridge the gap. The other piece of it is just as we mentioned, the hospice census and the lingering effects on hospice related to Omicron carried forward into the first quarter.

[Operator Instructions] Our next question comes from Scott Fidel of Stephens. Your line is open.

Hi, everyone. Good morning. I just wanted to actually follow sort of -- just continue on that last line of discussion. And I think it may be helpful in knowing that you don't provide quarterly guidance, but just given all the curveballs that have been thrown at you around the pandemic and relative to the reset guidance. To the extent that you're comfortable just providing us maybe with some more visibility into how you're forecasting the first quarter from a revenue and EPS perspective, really just to give us some more insight into the base sort of starting well point for the first quarter and then how the guidance anticipates sort of building upon that?

Yes. Jen can provide maybe some specific info. But generally speaking, Scott, we've tried to make a deliberate step to be more conservative in our guidance and try to estimate more significant ongoing kind of cost pressure and revenue pressure from the current operating environment. So, we've really kind of looked at a pretty tough Q4 and use that kind of as our starting point of where we can go in Q1, Q2 with some mild improvement in the second half. Now we know that we've missed our guidance in the last couple of quarters, and it's concerning to us that we're not providing more clarity on where we're at and where we think we can go. So this is an attempt to be conservative and try to build in the contingencies for some of the unknowns with how quickly hospice census will recover, how we'll be able to navigate through some of the labor items. Now we have internal plans that we feel really good about in terms of our ability to optimize labor even if we're paying elevated rates to optimize revenue structures appropriately based on patient need. And there's areas of opportunity there that we feel we can offset some of those pressures, but our approach in the past had been to kind of try not to project those types of costs. But we've used the prior year, and we've looked at exactly what these waves have looked like, how it's affected our staffing, how it's affected our revenue cycle. And we've -- there's been a lot going on in this last year. We think the weather and sort of operating environment in 2022 will be better, and we can hopefully get ahead of these expectations that we're setting. But the reality is, this is where we're at, and we've tried to take a more conservative approach. When we sit in a room and look at it and say, do we think we can achieve a lot of success in rebounding from a tough 2021 without all the moving parts that we've had internally even before you get to Omicron? Yes, we feel really excited about that. And I think in the past, we've kind of baked a lot of that in and assume that the operating environment wouldn't be quite as messy. And so we're attempting to not repeat that from 2021. I don't know, Jen, do you have anything to add there?

I don't think so, Dan. I think you've covered it. When we took our approach for Q1 specifically, we looked at what -- how we were running in Q4 of 2021. And incorporated modest increases as we're seeing things start to settle as far as the wage rates go, but also making sure that we're incorporating all of what we experienced in 2021, especially in the fourth quarter and to our first quarter results. I think it's also important to note that in Q4, we had one of our best quarters in Senior Living. Also Brent, do you want to add some to that and our trajectory there?

Yes. I mean we're making progress. It's not anywhere close to where we expect to be in the near term. But the investments that we've made on the Senior Living side, especially when you're turning over leadership and you're building a foundation. It just takes time in navigating that in a pandemic, just add some of the complexity. And we're starting to -- just starting to realize some of the fruits of those efforts. And 2022 is going to be an opportunity for us to build out of that. And we're optimistic but realistic in the time frame that it's going to take. But it was encouraging to see a step forward in Q4 relative to the prior quarter, so optimism, but realism all at the same time.

So just to kind of close this out on that point, Scott, we looked at it, and we're expecting a pretty flat sort of quarter-by-quarter is how we did it. As we said, all right, where should we be in the first quarter and without assuming aggressive improvements, which could materialize, right, if COVID lets up a little bit, our teams continue their progress in becoming more effective at navigating surges or flare-ups. But that's kind of where we're expecting is to take that and evenly spread it out throughout the year. And that's our best view of where we're at right now and assuming an endemic view of COVID, we're obviously going to seek to define every avenue of improvement, and there's a lot going into that. But hopefully, that helps.

Yes, that does. I appreciate all the qualitative feedback and most importantly, just the comment you made about sort of thinking directionally about 1Q versus the fourth quarter and then sort of being relatively stable and then sort of building upon that. I think that finish is important to help at least get the first quarter level set appropriately around the expectations. If I can just move on to a second question and I did want to ask about the balance sheet and cash flow dynamics. Obviously, the Medicare advance payment recruitments have affected the optics of cash flows quite meaningful in the last couple of quarters. I just want to confirm around sort of, I guess, fully settling up for the Medicare advance payments and then the deferred payroll normalization relative to the cares. Jen, I think you had mentioned -- I just want to confirm, you said $3 million left to go on the Medicare advance payments? Just want to confirm that. And then also, if you could just update us on the deferred payroll piece of that, and then just to sort of close the loop on the cash flows, in the press release, you did mention how relatively soon you're expecting to start to show improved cash flows. I'm assuming that as you lap these issues related to CARES, maybe just give us a little more insight into that in terms of how you're thinking about cash flows sort of showing up in the reports as we move through 2021. So really, the question is just around sort of your thoughts on the cash flow trajectory here over the course of the year.

Yes. So definitely improved cash flow over the course of the year, I think as our acquired operations also become more stable, we'll see them producing cash flows that we are accustomed to as we take on new businesses. So that's one. Two, we do have $3 million left in the advanced payments, we do expect to pay that back, I would say, at the outer limit by the end of June. The recruitments go sort of full on through the end of March and then you get a smaller amount being taken out starting April. So that will -- we will pay that back with the time frame easily. So that will affect mostly the first quarter cash flow in those recruitments. And then we do have, as a part of the settlement with the Ensign Group, the $6.5 million that will come out for that for cash flow. We will be holding our assets for sale and so we'll see that cash. That's a onetime payment out. And then for the end of the year, we have approximately $4.5 million that's due at the end of 2022 for the deferral in the social security payments. So those are the big items that will be affecting us. Of course, we'll have some -- that's all on the operating side. So, we'll have cash flows out for acquisitions and things like that as well.

High level, though, Scott, we're really pleased with the rate of paying back all of that. That was the one thing we took advantage of in all the money that was available. And so, we've had good strong cash flow. We've been able to do the deals that we've wanted to do. The interruption on collections is built into every new acquisition. There's always this dead period where we don't collect. And so -- and then we've coupled that with the elimination of the RAP. And so overall, there's been a lot going on in our collections, but to have paid a little over $21 million -- $25 million back through our regular cash flow processes, we're pleased with the overall kind of trajectory we're on from a cash standpoint.

Understood. And then just one last one for me, just on Senior Living. And actually, it was interesting in the fourth quarter, actually, at least relative to my model. We did certainly see that improvement in SL, even though occupancy did show the pressure in terms of having the better pricing and having that drop to the margin a bit. I think Brent had said during the prepared remarks that you actually have seen some improvement in occupancy in the 1Q, even despite the Omicron effects. If possible, would you maybe be able to give us sort of a spot update on where SL occupancy is trending now in the first quarter? And then, how the guidance is anticipating that occupancy for SL will trend over the course of the year?

Yes. I can't give you a specific number Maybe Jen can look at some of that detail. But yes, we have continued to experience really from the middle of December. We got hit pretty hard from an Omicron standpoint. And then right in middle of December, we started to see a continual incline in our occupancy numbers. And that hasn't slowed down through January and into February and now that we've hit March. We're pretty excited about that trend. And it's something that we experienced over the course of 2021, and this was part of our challenges even for providing guidance, you'd see these episodes of improvement, and then you'd have another wave that would impact staffing impact sort of customer confidence in going into buildings. And so, as we weathered those, we've learned a little bit about ourselves in that process. And as we've seen a lessening of the Omicron impact, we're starting to build out of that again. And so, we feel confident that that growth will continue. I mean -- and it's not just because of the lessening of the COVID impact. We have spent a significant amount of time focusing on our efforts on building the local teams, making a conservative effort to improve our relationships in the community, strengthening our marketing and business development teams and changing our strategies so that we can go out and fill those empty beds. And so we're confident. We're moving forward, and we anticipate that we'll continue to see occupancy improvement throughout the year.

So the improvement has been about 100 basis points, so -- since mid-December. So that's what we've seen. I'd be lying, Scott, if I didn't say we've provided updates on occupancy just to see them get wiped out by another surge of Omicron or the next thing. And so again, coming kind of back to the guidance approach is we are assuming, we're going to feel pressure even though we've made those gains, right? And so if the pressures don't materialize, we should be in a really good position. And what we're focused on is those things that we can control that Brent's mentioned making sure that as we emerge from a tough 2021, where we've implemented on our SOX compliance, we've cut our systems over, can finish that process. We've dealt with pretty extreme operating challenges in the COVID environment. One thing that we're all really excited about is that kind of our adherence to our culture and our team kind of morale across the organization is really, really strong, even having lost team members to COVID and others that we care deeply about. But there's this growing sense of confidence that kind of the worst is behind us and our ability to navigate future difficulties related to COVID is increasing. And so that's the picture. On the occupancy front, we're excited. We're hopeful that some of the neglected preventative care that's been driven may lead to improvements even further from where we're at. But again, until we see those things materialize, we're taking a cautious and a kind of a conservative approach.

[Operator Instructions] I'm showing no further questions at this time. I'd like to turn the call back over to Danny Walker for any closing remarks.

Thank you, Valerie. And I would just want to thank our stakeholders, both inside the organization and outside the organization, shareholders, friends of the organization for supporting us through a very challenging 2021. We've only had a couple of years like this. I remember 2013, that wasn't in a public view, but in 2021 in our 12-year history. And so, it's unusual for us to come up short of our expectations, and we look forward to restoring and building confidence in the organization as we move forward into 2022 and beyond. So thank you for joining us today and thank you to everyone who's involved in helping Pennant be what it is. Take care.

Thank you. Ladies and gentlemen, this does conclude today's conference. Thank you all for participating. You may now disconnect. Have a great day.