The Ensign Group, Inc.

I would like to welcome everyone to the Enzyme Group Quarter 2 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Chad Keech, 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 Investors Relations section of our website at EnzymeGroup.net. A replay of this call will also be available on our website until 5 p.m. Pacific on Friday, August 29, 2025. We want to remind anyone that may be listening to a replay of this call that all statements made as of today, July 25, 2025, and these statements have not been or 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 under-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 independent subsidiaries 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 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 independent subsidiaries through contractual relationships. In addition, our captive insurance subsidiary, which we refer to as the insurance captive, provides certain claims to make coverage to our operating companies for general and professional liability, as well as for workers' compensation insurance liabilities. Ensign also owns Standard Bear Healthcare REIT Inc., which is a captive real estate investment trust that invests in healthcare properties and enters into lease agreements with certain independent subsidiaries of Enzyme, as well as third-party tenants that are unaffiliated with the Enzyme Group. The words Enzyme, company, we, our, and us refer to the Enzyme Group, Inc., and its consolidated subsidiaries. All of our independent subsidiaries, the Service Center, Standing Bear Health Co. REIT, and the insurance captive 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 words we, us, our, and similar terms are not meant to imply, nor should it be construed as meaning, that the Enzyme Group has direct operating assets, employees, or revenue, or that any of the subsidiaries are operated by the Enzyme Group. We also 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, but 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 is available in our Form 10-2. And with that, I'll turn the call over to Barry Port, our CEO. Barry?

Thanks, Chad, and thank you all for joining us today. Our local teams have achieved another outstanding quarter, raising the bar again for what is possible even in a quarter where we historically have experienced more seasonality. The clinical results they achieved continue to be an important driver of our success, As our teams work tirelessly to gain the trust of the communities they serve and deliver consistent outcomes, our operations continue to earn the reputation as the facility of choice for thousands of patients. This trust is apparent from the strong upward trends in occupancy and skilled mix during the quarter, which we believe is only achievable through dependable clinical results delivered by dedicated local leaders, caregivers, and outstanding team members. As we dissect the numbers, we set second quarter records for same store and transitioning occupancy, which increased by 2% and 4.6% to 82.1% and 84% respectively over the prior year quarter. We also saw skilled census increase for both our same store and transitioning operations by 7.4% and 13.5% respectively over the prior year quarter. All these improvements are the result of many factors, but it could never have happened without the relentless efforts by these local teams that we mentioned earlier who implement standard setting practices that lead to better outcomes. We also continue to attract and develop caring and passionate partners into post-acute care who are determined to join us as we pursue our mission to dignify post-acute care. In addition, we continue to see improvements in turnover as well as lower staffing agency labor even in the face of increased occupancy. As we've said before, our people are at the heart of our efforts, and seeing these metrics consistently improve is critical to maintaining our path of success and to achieve industry-leading results. On the regulatory front, we were pleased that the skilled nursing population was carved out of provider tax reduction in the recently passed reconciliation bill, which was a big win for our industry. We feel optimistic that state and federal governments will continue to recognize the importance of properly funding the healthcare needs of the senior population. Now more than ever, it is essential that we elevate the voices of our patients and frontline team members. Their stories reflect the heart of what we do, and we remain unwavering in our commitment to advocate for the resources and support needed to ensure they receive what they deserve. After such a strong first half of the year, We are raising our annual 2025 earnings guidance to between $6.34 and $6.46 per diluted share, up from the previously raised guidance of $6.22 to $6.38 per diluted share. The new midpoint of this increased 2025 earnings guidance represents an increase of 16.4% over our 2024 results, and it's 34% higher than our 2023 results. We're also increasing our annual revenue guidance to 4.99 billion to 5.02 billion, up from 4.89 billion to 4.94 billion to account for our current quarter performance and acquisitions we anticipate closing through the third quarter. This increased guidance is due to the continued execution of our growth model with organic growth stemming from stronger occupancy and skilled mix, which is more than expected for the second quarter. Other than during the pandemic, we typically experienced a slowdown in both occupancy and skilled mix during the second quarter. However, due to the continued momentum and quality outcomes and the benefit from positive demographic trends, we were able to maintain stronger than expected performance in both occupancy and skilled mix, without the use of increased agency or overtime, which is also helping control our cost of services. In addition, many of our new acquisitions are performing well ahead of schedule, which highlights the continued improvement in our locally driven transition strategy, but also points towards solid underwriting and investment decisions. We're also excited about our performance so far this year and are confident that our partners will continue to manage and innovate while balancing the addition of newly acquired operations. We are eager to continue to drive organic improvements and take advantage of the acquisition opportunities that we see on the horizon. The combination of improvements in occupancy and skilled mix in our more mature operations and the long-term upside in our newly acquired operations shows the enormous organic growth potential in our existing portfolio. Next, I'll ask Chad to add some additional insights into our recent growth. Chad? Thank you, Barry.

We continued our steady pace of growth by adding eight new operations, including three real estate assets, during the quarter and since. These include four in California, three in Idaho, and one in Washington. In total, we added 710 new skilled nursing beds and 68 senior living units across these three states. This growth brings the number of operations acquired during 2024 and since to 52. We are always happy to expand our presence in some of our most mature markets, and each of these new acquisitions represents an opportunity to further deepen our commitment to the healthcare communities in some of our key states. Our growth this quarter illustrates that we continue to prioritize adding vets in our established geographies, which allows our clusters to provide a comprehensive solution to the healthcare needs in those markets. We also point out that the distribution of our growth over the last several quarters spans across many states and markets. leaving us with significant bandwidth to grow in almost all of our markets. While we look to grow in some of our new states, we still see significant opportunity to continue to add meaningful density in the markets we know best. Our local leaders continue to recruit future CEOs for enzyme-affiliated operations, and we have a deep bench of CEOs in training that are eagerly preparing for their opportunity to lead. During the quarter, we reach an all-time high for our AITs and our pipeline. This high-quality influx of local leadership talent, combined with our decentralized transition model, allows us to grow without being limited by typical corporate bottlenecks. Therefore, our unique acquisition and transition strategy puts us in an excellent position to continue growing in a healthy and sustainable way. As we look at the current pipeline, we see opportunities that include everything from small to midsize owner-operated portfolios, landlords looking to replace current tenants, nonprofits looking to divest of their post-acute assets, and a steady flow of our traditional onesie-twosies. We anticipate the current rate of acquisitions to continue this year and are expecting several to close or transition over the next few weeks and months. Given the growth on the near and long-term horizon, We wanted to provide an update on some of the larger portfolios we've acquired recently. In the past, Enzyme has sometimes been painted with a brush that would suggest that larger deals are not consistent with our model. While most of our growth has been and will continue to be driven by the aggregation of lots of small deals, our approach to transitioning each operation as a complex health business as they are also works on a larger scale. This is particularly true when a larger deal spans several markets and geographies. For example, in 2023, we transitioned a portfolio of 17 operations in California under a master lease with Sabra. To be clear, transitioning a large number of operations on the same day, especially if attempted in one big bite like would happen in a traditional centralized company, is definitely a huge undertaking. However, by applying lessons we had learned in years past, particularly from a large deal we did in Texas, Our local leaders in California approached this deal as if it were six or seven small deals. As our local market leaders in California prepared to transition these operations, they collectively took responsibility for two or three buildings, folding the new operation into an existing cluster of enzyme-operated facilities. In doing so, each of the 17 operations received the same amount of time, attention, and resources that a single acquisition would have received. This allowed the new operations and their teams to immediately have the benefits of their cluster partners for nearly all aspects of the transition, including training on new clinical systems and enzyme compliance standards, support in learning enzymes unique cultural expectations, and accessing the expertise of their new service center partners. Rather than viewing the transaction as a merger of one company into a larger company, our teams approached it the same way as when we acquire a single asset from a small business owner or family. As we look to that portfolio now, which comprises the majority of our transitioning bucket, it's clear to see the positive clinical and financial contribution that this larger portfolio is making to the organization. Of these 17 operations, 12 have achieved four or five star rating from CMS, occupancy is over 92%, skilled mixed days are 47%, and all are making substantial contributions to our overall EBIT. More recently, we completed a few larger portfolios, some of which span multiple states. While each deal is unique, we are pleased with the progress we've achieved so far in these newly acquired operations. In the near future, we expect to announce the addition of a similar portfolio, and we expect that over the long term, we will continue to be presented with large and mid-sized portfolios. While we are continuously perfecting and improving the performance of our acquisitions in the portfolio setting, we are confident that our locally led approach is scalable in both new and existing geographies. All that said, we must and will remain committed to staying disciplined and true to the principles that have contributed to our consistent success, including ensuring that we pay prices that will allow the operations to have enough of the necessary resources to invest in the building and the clinical systems in order to achieve the highest possible clinical outcomes. Lastly, we are also pleased with the continued growth of StandardBear, which added five new assets during the quarter and since, and now is comprised of 140 owned properties. Of these assets, 106 are leased to an enzyme-affiliated operator, and 35 are leased to third-party operators. We were excited to add to our growing list of relationships with unaffiliated operators which further diversifies our tenant base and helps our organization as a whole as we continue to advance our mission by working closely with like-minded operators that want to make a difference in this industry. Going forward, Standard Bearer will continue to work together with our existing partners and new relationships we are developing in order to acquire portfolios comprised of operations that Enzyme would operate and facilities that third parties are interested in operating under lease. Collectively, Standard Bearer generated rental revenue of $31.5 million for the quarter, of which $26.8 million was derived from enzyme-affiliated operations. For the quarter, Standard Bearer reported $18.4 million in FFO, and as of the end of the quarter, had an EBITDAR to rent coverage ratio of 2.5 times. With that, I'll turn the call to Spencer, our COO, to add more color around operations. Spencer?

Thanks, Chad, and hello, everyone. As always, we'd like to share a few examples of how operations in various stages of their maturity are contributing to our outstanding results. It's the aggregation of achievements like these that comprise Ensign's story, and we believe that these examples are the best way to explain how we produce consistent results over time. The first operation I'll highlight exemplifies what we hope to see in operations as they transfer from our transitioning bucket into our same store bucket. Sedona Trace Health and Wellness is a 119-bed skilled nursing facility located in Austin, Texas. It is led by Rachel Hurley, CEO, and Tiana Rowland, RN and COO. Sedona was acquired as part of a multifacility deal back in Q3 of 2021. Despite being constructed in 2017 and having a beautiful physical plant, the operation was consistently losing money and struggled with a poor clinical reputation. Compounding matters, the facility was in a staffing crisis with a large percentage of nursing labor coming from registry. Despite the challenges, the local team went to work. They focused on building a culture of high expectations and celebration, which started with hiring the right interdisciplinary leaders, who in turn focused on getting and training high-caliber frontline staff. As a result, the team was able to completely eliminate registry labor and they have stayed fully staffed since 2023. As we consistently see with most transition operations, this formula methodically improved clinical results. CMS overall star ratings have jumped from two star to four star, and the facility currently has a five star rating for quality measures. Sedona is now an attractive continuing partner for hospitals, and it has earned preferred provider status with Austin's major hospital system, as well as managed care networks. The result has been steady growth in overall occupancy, which is up 6.8%, and skilled managed and Medicare days, which have increased 34.3% over prior year quarter. For the same period, revenues grew by 21%, while costs of services have remained stable. As a result, EBIT increased by an impressive 130% in Q2 over the prior year quarter. We're proud of the transformation that has occurred at Sedona Trace. But as their team would be quick to point out, there is still so much more work to be done. It will be exciting to see the growth continue for years to come as the facility continues to contribute as part of our same store operations bucket. For the second facility example, I'd like to highlight an exciting niche where we have been able to apply our post-acute expertise to help a local acute hospital elevate the performance of their skilled nursing operation. On a larger scale, we see a trend of hospitals choosing to focus on their core acute services, and we expect to have more and more opportunities to grow in this unique and important part of the continuum. Valley of the Moon Post-Acute is a 27-bed hospital-based skilled nursing facility located in Sonoma, California. It became an Ensign affiliate in 2019 when our Northern California company contracted with Sonoma Valley Hospital to take management and financial risk for the skilled nursing facility that they operated as part of their acute campus. Prior to this arrangement, this county-owned operation was underperforming clinically and was losing significant amounts of money. The hospital leadership was faced with either closing the facility or looking for help. The hospital was under significant pressure to find a solution as the community did not want to lose the SNF services in their hospital. After many months of interviews and the public hearing, the hospital and county leadership selected our Northern California team to manage the SNF for them. Under this arrangement, our team maintains a close affiliation with the hospital management and board, including sharing certain services like non-clinical services such as laundry and housekeeping. The partnership has been an enormous success. Dolly of the Moon CEO Ryan Goldbarg COO Christina Farrar and their interdisciplinary team have established post-acute systems and elevated clinical outcomes while simultaneously bringing financial solvency to the operation. While running a small skilled nursing operation can be challenging, the Valley of the Moon team has embraced flexibility, teamwork, and an attitude of care without silos, and the results have been remarkable. Valley of the Moon uses zero nursing registries, has consistently low turnover and maintains one of the lowest overtime wage percentages in all of California. They also produce incredible healthcare outcomes, including one of the lowest return to acute rates in the state and a CMS five-star rating for quality measures. The partnership has been beneficial for everyone. The Sonoma community is benefiting from greater healthcare access. For example, on acquisition, the SNF was serving an average daily census of just 10 residents. Whereas now, census consistently runs over 95% or 25 plus patients. The hospital is benefiting from improved bed management and length of stay as they can now confidently discharge appropriate patients to a step down level of care more easily. Payers benefit because more of their members can receive care in the most appropriate setting and cost effective care setting. And residents, including some with challenging and complex medical cases, can receive skilled nursing level care without having to transfer off the hospital campus while remaining under the care of the same physician providers. We are excited about the impact Valley of the Moon Post Acute is having, and we look forward to continuing to find ways to help acute hospital partners throughout our footprint meet their community's full continuum of healthcare needs. With that, I'll turn the time over to Suzanne to provide more detail on the company's financial performance and our guidance, and then we'll open up for questions. Suzanne?

Thank you, Spencer, and good morning, everyone. Detailed financial statements for the quarter are contained in our 10Q and press release filed yesterday. Some additional highlights for the quarter include the following. GAAP diluted earnings per share was $1.44, an increase of 18%. Adjusted diluted earnings per share was $1.59, an increase of 20.5%. Consolidated GAAP revenue and adjusted revenue were both $1.2 billion. an increase of 18.5%. GAAP net income was 84.4 million, an increase of 18.9%. And adjusted net income was 93.3 million, an increase of 22.1%. Other key metrics as of June 30th, 2025 include cash and cash equivalents of 364 million and cash flow from operations of 228 million. During the first half of 2025, we spent more than $210 million to execute on our strategic growth plan, most of which have been in the works for months. We made this investment from a position of strength, as shown by our least adjusted net debt to EBITDA ratio of 1.97 times, which is after taking these investments into consideration. Our continued ability to maintain low leverage even during periods of significant growth is particularly noteworthy and demonstrates our commitment to disciplined growth, as well as our belief that we can continue to achieve sustainable growth in the long run. In addition, we have approximately $593 million of available capacity on our line of credit, which when combined with our cash on the balance sheet, gives us over a billion dollars in dry powder for future investments. We own 146 assets. of which 140 are held by center bearers, and 122 are owned completely debt-free and have gained significant value over time, adding even more liquidity to help with future growth. The company paid a quarterly cash dividend of 6.25 cents per share. We have a long history of paying dividends and have increased the annual dividend for 22 consecutive years. In addition, we currently have a stock repurchase program in place. As Barry mentioned, We are increasing our annual 2025 earnings guidance to between $6.34 to $6.46 per diluted share and our annual revenue guidance between $4.99 billion and $5.02 billion. We have evaluated multiple scenarios, and based upon the strength in our performance and positive momentum we have seen in our occupancy and skilled mix, as well as our continued progress on labor, agency management, and other operational initiatives, we have confidence that we can achieve these results. Our 2025 guidance is based on diluted weighted average common stock outstanding of approximately $59 million, a tax rate of 25%, the inclusion of acquisitions closed and expected to be closed during the third quarter of 2025, including a smaller portfolio that we expect to transition in the next few weeks. the inclusion of management expectations on Medicare and Medicaid reimbursement rates, net of provider checks, with the primary exclusion coming from stock-based compensation. Additionally, other factors that could impact our quarterly performance include variations in reimbursement systems, delays and changes in state budgets, seasonality and occupancy and scope mix, the influence of the general economy on census and staffing, the short-term impact of our acquisition activities, variations in insurance accruals, and other factors. And with that, I'll turn it back over to Barry. Barry?

Thanks, Suzanne. As we wrap up, we are as positive as ever about this industry that we collectively love and are committed to. It's hard not to be excited about our occupancy trends, our labor trends, and our growth opportunities. But I can't emphasize enough how incredibly honored and grateful we all are to work alongside our operational leaders, field resources, clinical partners, and service center team. They are behind these record-setting results, and it's their commitment that has blessed the lives of so many, including our own. We're as excited about our future as ever because of them. And with that, we'll turn it now over to the Q&A portion of our call. Kate, will you please provide instructions for the Q&A?

At this time, I would like to remind everyone, in order to ask a question, please press star, then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Taoku with Macquarie Capital. Your line is open.

Hey, good morning. Chad, I think you highlighted the success of the North American portfolio integration. Now we collect that deal with more opportunistic transactions. Based on the prepared comment, I get a sense that there's a strategy shift as you are more open to those larger multi-state portfolio deals. I'm curious if you could highlight any changes you made in your system personnel operating model lessons learned that give you more confidence in consistently executing those larger deals. And then, what is the pipeline like for these larger transactions and when you know whether anti is more of a competitive advantage, given your skill and balance sheet, you know conditions thanks.

Yeah, thanks for the question. So I wouldn't say there's necessarily been a strategy shift at all. I just I think it's more we're just trying to point out that we have done some some of these more portfolio type deals, including the one in Tennessee that we closed recently. And then we did we did one in in the northwest, you know, with Providence hospital systems recently. So, yeah, I think we definitely see a pipeline for deals like that. And like I said in my prepared remarks, large, midsize, and smaller portfolios, they're all out there. And I think in terms of lessons learned and something that we've just experienced and that I highlighted again today was for us – we looked at a portfolio and we try to see geographically how it fits into our existing structure. And when we take a larger deal and split it up into a bunch of smaller pieces and do that locally, right? So we're talking about taking, like I said in that example, those 17 buildings were spread across six or seven of our markets. So it was really only two to three acquisitions per per market or cluster, that's a lot more digestible than trying to just kind of, you know, assume something and do more of it like a merger style acquisition. So I think that's probably the, and we've done both and certainly learned in that Texas example back in 2015 that just trying to take a big organization and just fold it in all at once was not successful and it took us a long time to kind of you know, essentially transition that deal twice to get to where now it's obviously doing great. But that was probably the biggest lesson that we wanted to highlight today is that, you know, we have experience now. We've done several of these portfolio deals, and they're, you know, going very well. And the key for us is to do it the way we've always done it. And, you know, each of these buildings are, as you know, highly complex businesses. that demand a lot of time and attention, you know, starting on the transition date. And that's the part that we have to stay true to and disciplined about regardless of how big the deal is. And to the extent we can do that, you know, if it crosses several markets, several clusters, several states, then we feel like that is a scalable approach to growth and one that we can handle.

Great. And to follow up on that topic, As you take on these larger deals, there may be assets that will fit a third-party operator better. I know that you added another third-party operator this quarter. I'm just curious how large you think you can ramp up the exposure there, given what you consider qualified operator pool in your targeted markets. And also, if you could talk about the rent coverage you are underwriting these assets at, that would be much appreciated. Thank you.

Yeah, another great question. So, yeah, the best example is this portfolio we closed on, you know, in the Northwest. It was eight buildings. And we took six of them and we leased two to a third party. That's a perfect example of one where, you know, and that was a real estate, you know, driven deal, of course. But that's a perfect example of the types of acquisitions that we feel like Standard Bearer helps us do and complete. And so, yeah, I think, you know, the key there is making sure that the price that we pay is correct and that, you know, we're not asking a third-party tenant to take on a lease payment that we ourselves wouldn't take on, right? So when you're talking about coverages, you know, we're always trying to target very healthy coverages. And so, you know, and obviously it will vary by market, but But, you know, I think our goal is to be at a 1.5 or close to it. And maybe it's not a 1.5 on the first month, but we could see a clear path to getting there in a short period of time. And, you know, the key though is finding sellers that are willing to, you know, do deals at the right prices so that you can have some coverage after the fact. And And that's where, again, when we talk about our discipline, we're really hyper-focused on that. And in terms of relationships with third-party tenants, I mean, we're receiving more and more interest. Each time we kind of do one of these and announce it, we're getting more folks that are reaching out to kind of understand what it is that we're doing and how we're doing it and how we might work together. And so, yeah, as bigger portfolios come along, This pathway certainly gives us another way to do it and break it down into smaller bite-sized pieces.

Awesome. Thank you for the comment.

Your next question comes from the line of Ben Hendricks with RBC Capital Markets. Your line is open.

Hi. This is Michael Murray on for Ben. Thanks for taking my questions. The skilled nursing industry appears to have dodged direct impacts of the one big beautiful bill, but there still seems to be some potential for potentially some indirect impacts related to smaller Medicaid budgets. So we'd love to hear your thoughts on the OBVB generally, and how are you sizing any indirect risks as a result of it?

Yeah, it's a good question, and thanks for asking. Thanks for asking it. I think it's important to point out that legislators were very overt about making sure that they carved skilled nursing out of any large direct impacts to Medicaid and instead focused their efforts around reform with workforce requirements, eligibility requirements, large directed payments and other types of payments that weren't necessarily in line with standard practice for the program that were giving large benefits where they ought not to be. And having to carve out on the provider tax piece, I think, was a clear indication from legislators that they wanted to protect funding for seniors, and I think is a good bellwether for states now is, yes, while they will have in a few years maybe some more limited budget to pull from, I think it sets a standard for how states should act. The good news for us is that we have really good working relationships in every state that we operate in with our state legislators and governor's offices and now have time as there's, again, a couple of years before some of these things start to get implemented for us to work with them and make sure that we put ourselves in a position to remind them of how important funding for seniors is in the skilled nursing setting. I suspect that, you know, with more finite budgets, that there will be some movement in terms of how they shift dollars around, but there is not a state we operate in where legislators have the sentiment that they feel like skilled nursing is overfunded. In every state we operate in, there's always a push to how do we find more money to get you better funded, not the opposite. So, you know, if we remember back to why Medicaid was created, it was created to help the elderly, the disabled, and indigent children. And I think... I think... We will be able to now have conversations around how to make sure that funding is directed to those recipients best. And I think skilled nursing, senior funding will always be a priority for most of the states we operate in, and we feel confident that we'll have the data and the ability to have those discussions at a state level over the next couple of years. Um, I don't, we don't anticipate that there will be any other reconciliation bills and certainly no more, um, uh, discussion, at least in this, um, during this, you know, presidential term around, uh, big changes to Medicaid. So I, I feel like, you know, we feel like the worst is, is behind us and now we can have productive conversations at a state level. to make sure that we're in good shape for the long term, which, by the way, is nothing new. We have always had this, you know, dynamic at a state level where we're advocating for proper funding for skilled nursing, and this doesn't really change that much.

Okay, that's helpful color. Just shifting to M&A, we've gotten some questions from investors recently on valuation of acquisitions over the past few years. It's hard to parse out just because you're doing more and more real estate transactions, and geography also plays a big role in this. But to the extent you can normalize for this, how are valuations trending generally, and do you continue to see attractive opportunities and valuations in your current markets? Thank you.

Yeah, thanks for that question. I think we probably see valuations, you know, probably moderately increasing over time. Certainly post-COVID, you know, with the rate environment being a little stronger and some of those things I think have gradually pushed pricing up a little bit. But, you know, I think the thing I just – and obviously when we're leasing buildings – it's a much different evaluation than if we're buying a real estate. And I know that can make it tricky to look from the outside to see how we're viewing it. I think probably the key to how we evaluate deals is, and not to always talk about this, but it's locally driven. And our local teams in the geography in which we're looking to grow, they're the ones that are helping us, you know, decide kind of what the appropriate price to pay would be, whether it's a rent or a purchase. And the fundamentals of that decision are, you know, we basically break down, you know, the target opportunity and, you know, kind of leave an opening around what their DAR is going to be. And obviously rent is a function of the price that we pay. And so, you know, our operators are very focused on what the DAR is going to be. and we sort of back into what price we feel like is appropriate based on what an appropriate DAR would be for that market. And that's sort of our driving factor into how we decide as to whether to do a deal or not and what we're willing to pay. And it's such a smarter way to do it than trying to follow some kind of macro trend because we're forcing, by doing it that way, the decision is driven on the fundamentals at the facility level for each of these businesses. And that's probably, I think, the thing I'd like to highlight most. You know, we're not, and certainly we're aware of the market trends and following those things closely, but if pricing gets out of whack and people in the market are paying prices we don't think are sustainable, then we just pass on those opportunities, and that's where we stay disciplined. But when the pricing's right and we feel like we can pay a fair price that will leave us with a DAR that's sustainable over time, that's when we move forward and close those deals. So the environment's been really positive. I think obviously our growth track record over the last couple of years shows that there's a lot of doable transactions out there. We still feel like the pipeline looks really strong and healthy and But we don't set growth goals. We don't start out the year saying we're going to do X number of deals. And so if pricing gets out of whack, like I said, we'll slow down. And if pricing is really good, that's when you'll see us be active. So hopefully that's helpful.

Yeah, it is. Thank you.

Your next question comes from the line of Raj Kumar with Stevens Inc. Your line is open.

Hey, good morning. First question, just kind of thinking about, you know, Medicaid reimbursement and, you know, more particularly on the California Workforce and Quality Incentive Program, which is set to end by 2025. Can you speak to the current contribution, you know, Ensign receives from this program? And then maybe what are some of the conversations you or the industry are kind of having at the state level in order to kind of maintain adequate funding in California?

To start off, just a point of clarity how we actually have been recording that program for us. We're actually expecting that funding to go through 26 just to test how the state year works and how our revenue recognition works. And so, it'll actually be there for 2025 and 2026 based upon the recent change. And it's something that when we look at, and this is not just unique to California, but this is for every state-wide program, and we work with the state in how they're looking at their overall state budget. And a lot of these quality programs originally came from the base rate and were really to incentivize providers to provide better quality care. And so as we work with them and we look with them about how that program will change over time, our goal would be to help them, remind them, and see that the original amount came from the base rate. And as we continue to work with them, that's the talks that we're starting to hear that they might be getting back to the base rate. And so that's something that we do in every state when there's a quality program, making sure that we understand how the quality program works, but how that also interacts with the base rate.

Thank you. And then just as a follow up, you know, kind of speaking to, you know, you had strong skill mix in the quarter and just, you know, thinking about as you guys kind of continue to add density in your market and kind of just the dynamics of managed care reimbursement and the typical discount versus fee for service. Are kind of any of your clusters or at the cluster level kind of participating or having engagements with payers around participating in like value based care oriented reimbursement models to maybe close that gap further?

Of course. I mean, that is a continued discussion that we've had from the last several years. I think when you start to look at value-based care and value-based modeling, we're all in for it with the managed care participants in that particular area. We love to do things that are value-add both for us and for the MCOs so that we can make sure that we're giving great quality of care to our residents. I think when we talk about the volume that those value-based programs have accomplished over the years, they're relatively small. But we're definitely the MCO's partners in every market and really kind of come up with unique programs based on what's happening in that local market that's going to benefit what the MCO is trying to overcome in that market.

Awesome. Thank you for the comments.

Your next question comes from the line of AJ Rice with UBS. Your line is open.

Hi, everybody. Maybe a couple questions. First, you know, one of the things that I think the company talked about was potentially some of the more recent deals have been started at a more challenging point as a jumping off point, how they were performing before you acquired them. But it sounds like the deals in general are outperforming I'm just trying to understand, are you realizing improvements quicker than maybe historically was the case, or did you just take a more conservative approach in the way you assumed those would impact your financials?

It's a great question. I think there's a couple of things at play. I think our assumptions haven't really changed, or our projections haven't changed. We always try and straight down the fairway of what we think is possible if we, you know, make aggressive changes as needed. And what we have seen is there's a slightly better environment that we're seeing some of the areas where we've grown recently around agency labor. You know, a year or two back, we were seeing some of our acquisitions, you know, where you're 50%, 60% of their labor was agency. And when you're having to, you know, completely rebuild a you know, a healthcare operation from the line staff up, that takes a little bit more time. So that's been an environmental thing that's slightly better. I'd say the biggest thing, though, is we've, as we have higher density and we have stronger clusters working around these acquisitions, we're just able to move things quicker. We're able to, you know, backfill some staff positions from, you know, cluster partner buildings. We've got a better program of developing talent. So, One facility has redundant talent that can go be leaders in another facility. And as you have higher density in your acquisition, you're able to do that without asking those employees to move across the country. So there's a lot of things at play. I would say the final thing is just we learn every acquisition we do. While they're done locally, we have a great method for sharing and forum for sharing that. So we're constantly learning from our mistakes and from what we do right. And the more we do that, you'd expect we'd get better and better over time. And I think we're seeing a bit of that.

Okay, great. Let me just ask you on, I know you were asked earlier about the one big beautiful bill. I wondered about how it's translating into market activity, particularly two areas. Have you seen it impact the pipeline in any way? Are there more or less sellers because of the chatter around that or people's expectations around that? pricing adjusted in any way? And then also in your discussion with states on rate updates, are you seeing any impact at this point? I think it's probably early, but I figured I'd ask, is it having any impact on composite rate expectations for this year or next year?

Yeah, so I'll take the pipeline question. So I guess the short answer is I guess we've seen But, you know, the thing about it is, you know, last year it was the minimum staffing bill, right? Like, the constant in our industry is there's always something out there that is, you know, basically regulatory change, whether it's, you know, rates or, you know, some kind of staffing requirement or whatever it is. And I think... So, you know, I can't really say I've seen more deals come, but it's been really steady. Maybe the reasons of why are kind of always shifting, but it's just a lot more deals than we could ever do, you know, are coming our way. And so that allows us to be really selective.

And on the rates front, I mean, we're always active and having these discussions at a state level, like Barry mentioned, and we mentioned our prepared remarks. I mean, we don't see anyone shifting that way yet, but it's just, Part of who we are is to be actively involved in the discussions at the local level in each state, talking about what may or may not be happening with that state rate. And then, too, if we have a state where a rate does go down, that doesn't necessarily mean that it's going to go to the bottom line for us. And we've done that time and time again where our operational reaction to a rate decrease There's so many different ways that we can pivot through that. And so even when we do have a habit identified where the rate is going to go down, we are able to work through it by changing our operational performance.

Okay. Thanks a lot. Thank you.

Ladies and gentlemen, that concludes today's call. Thank you all for joining Humano-Disconnect.