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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________

FORM 10-Q

______________________________

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-33989

LHC Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware						71-0918189
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

901 Hugh Wallis Road South

Lafayette, LA 70508

(Address of principal executive offices including zip code)

(337) 233-1307

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value of $0.01

LHCG

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large accelerated filer

ý

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý

Number of shares of common stock, par value $0.01, outstanding as of August 2, 2021: 31,669,540 shares.

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LHC GROUP, INC.

INDEX

 

Part I. Financial Information									Page
Item 1.			Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets — June 30, 2021 and December 31, 2020									4
Condensed Consolidated Statements of Income — Three and six months ended June 30, 2021 and 2020									5
Condensed Consolidated Statements of Changes in Equity — Three and six months ended June 30, 2021 and 2020									6
Condensed Consolidated Statements of Cash Flows — Six months ended June 30, 2021 and 2020									8
Notes to Condensed Consolidated Financial Statements									10
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations						26
Item 3.			Quantitative and Qualitative Disclosures About Market Risk						39
Item 4.			Controls and Procedures						39
Part II. Other Information
Item 1.			Legal Proceedings						41
Item 1A.			Risk Factors						41
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds						41
Item 6.			Exhibits						42
Signatures									43

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PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LHC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data) (Unaudited)

			June 30, 2021						December 31, 2020
ASSETS
Current assets:
Cash			$	112,108					$	286,569
Receivables:
Patient accounts receivable			329,166						301,209
Other receivables			9,214						11,522
Amounts due from governmental entities			149						—
Total receivables			338,529						312,731
Prepaid income taxes			13,739						—
Prepaid expenses			26,542						22,058
Other current assets			18,749						25,664
Total current assets			509,667						647,022
Property, building and equipment, net of accumulated depreciation of $90,652 and $82,721, respectively			145,314						138,366
Goodwill			1,259,726						1,259,147
Intangible assets, net of accumulated amortization of $18,261 and $17,659, respectively			313,638						315,355
Assets held for sale			1,900						1,900
Operating lease right of use asset			105,201						100,046
Other assets			31,679						21,518
Total assets			$	2,367,125					$	2,483,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued liabilities			$	56,888					$	64,864
Salaries, wages, and benefits payable			88,030						88,666
Self-insurance reserves			31,140						35,103
Income tax payable			—						21,464
Government stimulus advance			—						93,257
Contract liabilities - deferred revenue			252,936						317,962
Current operating lease liabilities			33,081						32,676
Amounts due to governmental entities			1,608						1,516
Current liabilities - deferred employer payroll tax			25,928						25,928
Total current liabilities			489,611						681,436
Deferred income taxes			66,726						47,237
Income taxes payable			6,625						6,203
Revolving credit facility			—						20,000
Other long term liabilities			25,928						25,928
Long-term operating lease liabilities			74,993						70,275
Total liabilities			663,883						851,079
Noncontrolling interest — redeemable			18,589						18,921
Commitments and contingencies
Stockholders’ equity:
LHC Group, Inc. stockholders’ equity:
Preferred stock – $0.01 par value; 5,000,000 shares authorized; none issued or outstanding			—						—
Common stock — $0.01 par value; 60,000,000 shares authorized; 36,525,831 and 36,355,497 shares issued, and 31,252,929 and 31,139,840 shares outstanding, respectively			365						364
Treasury stock — 5,272,902 and 5,215,657 shares at cost, respectively			(79,765)						(69,011)
Additional paid-in capital			969,897						962,120
Retained earnings			707,599						635,297
Total LHC Group, Inc. stockholders’ equity			1,598,096						1,528,770
Noncontrolling interest — non-redeemable			86,557						84,584
Total stockholders' equity			1,684,653						1,613,354
Total liabilities and stockholders' equity			$	2,367,125					$	2,483,354

See accompanying Notes to Condensed Consolidated Financial Statements.

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LHC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

 

			Three Months Ended June 30,												Six Months Ended   June 30,
			2021						2020						2021						2020
Net service revenue			$	545,907					$	487,320					$	1,070,742					$	1,000,191
Cost of service revenue (excluding depreciation and amortization)			317,872						306,712						628,144						627,914
Gross margin			228,035						180,608						442,598						372,277
General and administrative expenses			167,061						150,574						330,310						308,440
Impairment of intangibles and other			760						600						937						600
Government stimulus income			—						(44,435)						—						(44,435)
Operating income			60,214						73,869						111,351						107,672
Interest expense			(143)						(841)						(406)						(3,609)
Income before income taxes and noncontrolling interest			60,071						73,028						110,945						104,063
Income tax expense			13,318						15,227						22,759						18,586
Net income			46,753						57,801						88,186						85,477
Less net income attributable to noncontrolling interests			9,110						13,109						15,884						18,761
Net income attributable to LHC Group, Inc.’s common stockholders			$	37,643					$	44,692					$	72,302					$	66,716
Earnings per share:
Basic			$	1.21					$	1.44					$	2.32					$	2.15
Diluted			$	1.20					$	1.43					$	2.30					$	2.13
Weighted average shares outstanding:
Basic			31,225						31,104						31,188						31,060
Diluted			31,430						31,324						31,423						31,301

 

See accompanying Notes to the Condensed Consolidated Financial Statements.

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LHC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except share data)

(Unaudited)

 

			Six Months Ended June 30, 2021
			Common Stock																								Additional Paid-In Capital						Retained Earnings						Noncontrolling Interest Non Redeemable						Total Equity
			Issued												Treasury
			Amount						Shares						Amount						Shares
Balance as of December 31, 2020			$	364					36,355,497						$	(69,011)					5,215,657						$	962,120					$	635,297					$	84,584					$	1,613,354
Net income (1)			—						—						—						—						—						34,659						4,469						39,128
Noncontrolling interest distributions			—						—						—						—						—						—						(2,417)						(2,417)
Purchase of additional controlling interest			—						—						—						—						(81)						—						(61)						(142)
Sale of noncontrolling interest			—						—						—						—						—						—						138						138
Nonvested stock compensation			—						—						—						—						3,513						—						—						3,513
Issuance of vested stock			1						148,447						—						—						—						—						—						1
Treasury shares redeemed to pay income tax			—						—						(9,541)						51,221						—						—						—						(9,541)
Issuance of common stock under Employee Stock Purchase Plan			—						3,204						—						—						649						—						—						649
Balance as of March 31, 2021			$	365					36,507,148						$	(78,552)					5,266,878						$	966,201					$	669,956					$	86,713					$	1,644,683
Net income (1)			—						—						—						—						—						37,643						5,232						42,875
Noncontrolling interest distributions			—						—						—						—						—						—						(4,660)						(4,660)
Purchase of additional controlling interest			—						—						—						—						(870)						—						(728)						(1,598)
Nonvested stock compensation			—						—						—						—						3,993						—						—						3,993
Issuance of vested stock			—						15,531						—						—						—						—						—						—
Treasury shares redeemed to pay income tax			—						—						(1,213)						6,024						—						—						—						(1,213)
Issuance of common stock under Employee Stock Purchase Plan			—						3,152						—						—						573						—						—						573
Balance as of June 30, 2021			$	365					36,525,831						$	(79,765)					5,272,902						$	969,897					$	707,599					$	86,557					$	1,684,653

(1) Net income excludes net income attributable to noncontrolling interest-redeemable of $3.9 million and $6.2 million during the three and six months ended June 30, 2021. Noncontrolling interest-redeemable is reflected outside of permanent equity on the condensed consolidated balance sheets. See Note 8 of the Notes to Condensed Consolidated Financial Statements.

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			Six Months Ended June 30, 2020
			Common Stock																								Additional Paid-In Capital						Retained Earnings						Noncontrolling Interest Non Redeemable						Total Equity
			Issued												Treasury
			Amount						Shares						Amount						Shares
Balance as of December 31, 2019			$	361					36,129,280						$	(60,060)					5,136,890						$	949,321					$	523,701					$	93,928					$	1,507,251
Net income (1)			—						—						—						—						—						22,024						2,099						24,123
Acquired noncontrolling interest			—						—						—						—						—						—						2,880						2,880
Noncontrolling interest distributions			—						—						—						—						—						—						(2,093)						(2,093)
Purchase of additional controlling interest			—						—						—						—						(2,470)						—						(21,105)						(23,575)
Nonvested stock compensation			—						—						—						—						3,680						—						—						3,680
Issuance of vested stock			2						163,163						—						—						—						—						—						2
Treasury shares redeemed to pay income tax			—						—						(7,122)						59,390						189						—						—						(6,933)
Issuance of common stock under Employee Stock Purchase Plan			—						4,663						—						—						610						—						—						610
Balance as of March 31, 2020			$	363					36,297,106						$	(67,182)					5,196,280						$	951,330					$	545,725					$	75,709					$	1,505,945
Net income (1)			—						—						—						—						—						44,692						7,058						51,750
Noncontrolling interest distributions			—						—						—						—						—						—						(1,909)						(1,909)
Nonvested stock compensation			—						—						—						—						3,263						—						—						3,263
Issuance of vested stock			—						19,846						—						—						—						—						—						—
Treasury shares redeemed to pay income tax			—						—						(950)						6,256						(189)						—						—						(1,139)
Exercise of options			—						7,137						(522)						3,315						218						—						—						(304)
Issuance of common stock under Employee Stock Purchase Plan			—						3,730						—						—						497						—						—						497
Balance as of June 30, 2020			$	363					36,327,819						$	(68,654)					5,205,851						$	955,119					$	590,417					$	80,858					$	1,558,103

 

(1) Net income excludes net income attributable to noncontrolling interest-redeemable of $3.5 million and $9.6 million during the three and six months ended June 30, 2020. Noncontrolling interest-redeemable is reflected outside of permanent equity on the condensed consolidated balance sheets. See Note 8 of the Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

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LHC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands) (Unaudited)

			Six Months Ended   June 30,
			2021						2020
Operating activities:
Net income			$	88,186					$	85,477
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense			9,541						10,385
Amortization of operating lease right of use asset			17,995						17,090
Stock-based compensation expense			7,506						6,943
Deferred income taxes			19,489						10,461
Loss on disposal of assets			19						154
Impairment of intangibles and other			937						600
Changes in operating assets and liabilities, net of acquisitions:
Receivables			(25,649)						(38,186)
Prepaid expenses			(4,484)						(2,436)
Other assets			6,170						(4,169)
Prepaid income taxes			(13,739)						3,322
Accounts payable and accrued expenses			(9,148)						(16,354)
Salaries, wages, and benefits payable			(4,560)						3,850
Government stimulus advance			—						44,273
Contract liabilities - deferred revenue			(65,026)						310,712
Other long term liabilities			—						17,818
Operating lease liabilities			(17,962)						(16,876)
Income taxes payable			(21,042)						2,506
Net amounts due to/from governmental entities			(57)						306
Net cash provided by (used in) operating activities			(11,824)						435,876
Investing activities:
Purchases of property, building and equipment			(15,619)						(40,944)
Proceeds from sale of property, building and equipment			150						7,142
Cash received (paid) for acquisitions			(649)						3,125
Proceeds from sale of an entity			1,531						—
Minority interest investments			(10,100)						—
Net cash used in investing activities			(24,687)						(30,677)
Financing activities:
Proceeds from line of credit			—						256,230
Payments on line of credit			(20,000)						(479,230)
Government stimulus advance			(93,257)						—
Proceeds from employee stock purchase plan			1,222						1,107
Noncontrolling interest distributions			(13,332)						(10,267)
Withholding taxes paid on stock-based compensation			(10,754)						(8,602)
Purchase of additional controlling interest			(2,113)						(23,575)
Exercise of vested awards and stock options			—						218
Sale of noncontrolling interest			284						—
Net cash used in financing activities			(137,950)						(264,119)
Change in cash			(174,461)						141,080
Cash at beginning of period			286,569						31,672
Cash at end of period			$	112,108					$	172,752
Supplemental disclosures of cash flow information:
Interest paid			$	1,322					$	4,083
Income taxes paid			$	38,103					$	2,375
Non-Cash Operating Activity:
Operating right of use assets in exchange for lease obligations			$	25,656					$	18,690
Non-Cash Investing Activity:
Accrued capital expenditures			$	1,108					$	2,348

See accompanying Notes to Condensed Consolidated Financial Statements.

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LHC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Significant Events

Organization

LHC Group, Inc. (the “Company”) is a health care provider specializing in the post-acute continuum of care. The Company provides services through five segments: home health, hospice, home and community-based services, facility-based services, the latter primarily through long-term acute care hospitals (“LTACHs”), and healthcare innovations services ("HCI").

As of June 30, 2021, the Company, through its wholly- and majority-owned subsidiaries, equity joint ventures, controlled affiliates, and management agreements operated 833 service locations in 35 states within the continental United States and the District of Columbia.

COVID-19 Update

SARS-CoV-2 ("COVID-19") continues to spread and various responses related to stay-at-home restrictions, travel restrictions, and other public health and safety measures continue to evolve. We communicate with our clinicians and other employees all updated policies and procedures as we monitor changes related to the pandemic. Policies and procedures related to social distancing and cleaning procedures remain in place as the safety of our patients and employees are vital. The effects of COVID-19 continue to materially impact our business.  As a result, operating results for the three and six months ended June 30, 2021 may not be indicative of the results that may be expected for the year ending December 31, 2021, and operating results for the three and six months ended June 30, 2021 may not be directly comparable to operating results for the three and six months ended June 30, 2020.

CARES Act

In response to COVID-19, the U.S. Government enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") on March 27, 2020. The CARES Act was passed to provide $100 billion of Provider Relief Funds for distribution to eligible providers who provided diagnoses, testing, or care for individuals with a possible or actual case of COVID-19, specifically to reimburse providers for health care related expenses related to the prevention of the spread of COVID-19, preparations for treating cases of COVID-19 positive patients, and for lost revenues attributable to COVID-19. The CARES Act also provided financial hardship relief to Medicare providers impacted by the COVID-19 pandemic in order to provide necessary funds when there is a disruption in Medicare claims submission and/or Medicare claims processing by distributing funds through the Accelerated and Advanced Payments Program ("CAAP").

In addition, the CARES Act suspended the 2% sequestration payment adjustments on Medicare patient claims with dates of service from May 1 through December 31, 2020, suspended the application of site-neutral payment for LTACH admissions that were admitted during the Public Health Emergency ("PHE"), and delayed payment of the employer portion of social security tax. On April 14, 2021, Congress passed legislation to continue the suspension of the 2% sequestration payment adjustments on Medicare patient claims with dates of service through December 31, 2021. On July 7, 2021, the U.S. Department of Health and Human Services extended the PHE until October 17, 2021.

Provider Relief Fund

During the twelve months ended December 31, 2020, the Company received $93.3 million in payments from the Provider Relief Fund, which was recorded as a short-term liability in government stimulus advance in our condensed consolidated balance sheets. The Company recognized $44.4 million of these funds during the six months ended June 30, 2020, which was recorded in government stimulus income in our condensed consolidated statements of income. The amount recognized of $44.4 million was subsequently reversed during the third quarter of 2020, such that the Company recognized no income from the Provider Relief Fund. The Company returned all Provider Relief Funds received of $93.3 million to the government during the six months ended June 30, 2021.

CAAP

As of December 31, 2020, the Company had $318.0 million of accelerated payments under the CAAP, which was recorded in contract liabilities - deferred revenue in our condensed consolidated balance sheets in accordance with Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606"). On October 1, 2020, the repayment and

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recoupment terms for CAAP funds were amended by the Continuing Appropriations Act, 2021 and Other Extensions Act, which provides that recoupment will begin one year from the date the CAAP funds were received. Under these revised terms, recoupment of CAAP will occur under a tiered approach. The repayment terms begin one year starting from the date the CAAP funds were issued and continues 11 months, with CMS recouping the initial 25% of Medicare payments otherwise owed to the Company. During the six months ended June 30, 2021, $65.0 million was recouped by CMS and $252.9 million of contract liabilities - deferred revenue remains on our condensed consolidated balance sheets as of June 30, 2021.

If any amount of CAAP funds that we received from CMS remain unpaid after the initial 11 month period, CMS will recoup 50% of Medicare payments otherwise owed to the Company during the following six months. Interest will begin accruing on any amount of the CAAP funds that we received from CMS that remain unpaid following those recoupment periods. CMS will issue a repayment letter to the Company for any such outstanding amounts, which must be paid in full within 30 days from the date of the letter. The Company intends to repay the full amount before any interest accrues.

Other

During the three and six months ended June 30, 2021, the Company recognized $6.4 million and $12.9 million of net service revenue, respectively, due to the suspension of the 2% sequestration payment adjustment. During the three and six months ended June 30, 2021, the Company recognized $6.9 million and $12.5 million of net service revenue, respectively, due to the suspension of LTACH site-neutral payments. As of June 30, 2021, the Company deferred $51.8 million of employer social security taxes, $25.9 million of which was recorded in current liabilities - deferred employer payroll tax and $25.9 million of which was recorded in other long term liabilities on our condensed consolidated balance sheets.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the related unaudited condensed consolidated statements of income for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of changes in equity for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, and related notes (collectively, these financial statements are referred to as the "interim financial statements" and together with the related notes are referred to herein as the “interim financial information”) have been prepared by the Company. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented. This report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). The 2020 Form 10-K was filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021, and includes information and disclosures not included herein.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the reporting period. Actual results could differ from those estimates.

Critical Accounting Policies

The Company’s most critical accounting policies relate to revenue recognition.

Net Service Revenue

Net service revenue from contracts with customers is recognized in the period the performance obligations are satisfied under the Company's contracts by transferring the requested services to patients in amounts that reflect the consideration to which is expected to be received in exchange for providing patient care, which is the transaction price allocated to the services provided in accordance with Topic 606 and ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (collectively, "ASC 606").

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Net service revenue is recognized as performance obligations are satisfied, which can vary depending on the type of services provided. The performance obligation is the delivery of patient care in accordance with the requested services outlined in physicians' orders, which are based on specific goals for each patient.

The performance obligations are associated with contracts in duration of less than one year; therefore, the optional exemption provided by ASC 606 was elected resulting in the Company not being required to disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The Company's unsatisfied or partially unsatisfied performance obligations are primarily completed when the patients are discharged and typically occur within days or weeks of the end of the period.

The Company determines the transaction price based on gross charges for services provided, reduced by estimates for explicit and implicit price concessions. Explicit price concessions include contractual adjustments provided to patients and third-party payors. Implicit price concessions include discounts provided to self-pay, uninsured patients or other payors, adjustments resulting from regulatory reviews, audits, billing reviews and other matters. Subsequent changes to the estimate of the transaction price are recorded as adjustments to net service revenue in the period of change. Subsequent changes that are determined to be the result of an adverse change in the patient's ability to pay (i.e. change in credit risk) are recorded as a provision for doubtful accounts within general and administrative expenses.

Explicit price concessions are recorded for the difference between our standard rates and the contracted rates to be realized from patients, third-party payors and others for services provided.

Implicit price concessions are recorded for self-pay, uninsured patients and other payors by major payor class based on historical collection experience and current economic conditions, representing the difference between amounts billed and amounts expected to be collected. The Company assesses the ability to collect for the healthcare services provided at the time of patient admission based on the verification of the patient's insurance coverage under Medicare, Medicaid, and other commercial or managed care insurance programs.

Amounts due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), include variable consideration for retroactive revenue adjustments due to settlements of audits and reviews. The Company has determined estimates for price concessions related to regulatory reviews based on historical experience and success rates in the claim appeals and adjudication process. Revenue is recorded at amounts estimated to be realizable for services provided.

The following table sets forth the percentage of net service revenue earned by category of payor for the three and six months ended June 30, 2021 and 2020:

 

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			Three Months Ended    June 30,												Six Months Ended   June 30,
			2021						2020						2021						2020
Home health:
Medicare			62.2		%				66.4		%				63.1		%				67.3		%
Managed Care, Commercial, and Other			37.8						33.6						36.9						32.7
			100.0		%				100.0		%				100.0		%				100.0		%
Hospice:
Medicare			93.8		%				92.9		%				94.0		%				92.4		%
Managed Care, Commercial, and Other			6.2						7.1						6.0						7.6
			100.0		%				100.0		%				100.0		%				100.0		%
Home and community-based services:
Medicaid			32.1		%				20.9		%				30.7		%				20.7		%
Managed Care, Commercial, and Other			67.9						79.1						69.3						79.3
			100.0		%				100.0		%				100.0		%				100.0		%
Facility-based services:
Medicare			50.1		%				56.6		%				51.4		%				55.8		%
Managed Care, Commercial, and Other			49.9						43.4						48.6						44.2
			100.0		%				100.0		%				100.0		%				100.0		%
HCI:
Medicare			17.8		%				30.7		%				19.5		%				27.3		%
Managed Care, Commercial, and Other			82.2						69.3						80.5						72.7
			100.0		%				100.0		%				100.0		%				100.0		%

Medicare

The following describes the payment models in effect during the six months ended June 30, 2021. Such payment models have been subject to temporary adjustments made by CMS in response to COVID-19 pandemic as described elsewhere in this Quarterly Report on Form 10-Q. The 2% sequestration reduction adjustment was suspended for patient claims with dates of service that began May 1, 2020 through December 31, 2021.

Home Health Services

The Company records revenue as services are provided under the Patient Driven Groupings Model ("PDGM"). For each 30-day period, the patient is classified into one of 432 home health resource groups prior to receiving services. Each 30-day period is placed into a subgroup falling under the following categories: (i) timing being early or late, (ii) admission source being community or institutional, (iii) one of 12 clinical groupings based on the patient's principal diagnosis, (iv) functional impairment level of low, medium, or high, and (v) a co-morbidity adjustment of none, low, or high based on the patient's secondary diagnoses.

Each 30-day period payment from Medicare reflects base payment adjustments for case-mix and geographic wage differences. In addition, payments may reflect one of three retroactive adjustments to the total reimbursement: (a) an outlier payment if the patient’s care was unusually costly; (b) a low utilization adjustment whereby the number of visits is dependent on the clinical grouping; and/or (c) a partial payment if the patient transferred to another provider or from another provider before completing the episode. The retroactive adjustments outlined above are recognized in net service revenue when the event causing the adjustment occurs and during the period in which the services are provided to the patient. The Company reviews these adjustments to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustments is subsequently resolved. Net service revenue and related patient accounts receivable are recorded at amounts estimated to be realized from Medicare for services rendered.

Hospice

The Company records revenue based upon the date of service at amounts equal to the estimated payment rates. The Company receives one of four predetermined daily rates based upon the level of care provided by the Company, which can be routine care, general inpatient care, continuous home care, and respite care. There are two separate payment rates for routine care: payment for the first 60 days of care and care beyond 60 days. In addition to the two routine rates, the Company may also receive a service intensity add-on ("SIA"). The SIA is based on visits made in the last seven days of life by a registered nurse or medical social worker for patients in a routine level of care.

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The performance obligation is the delivery of hospice services to the patient, as determined by a physician, each day the patient is on hospice care.

Adjustments to Medicare revenue are made from regulatory reviews, audits, billing reviews and other matters. The Company estimates the impact of these adjustments based on our historical experience.

Hospice payments are subject to variable consideration through an inpatient cap and an overall Medicare payment cap. The inpatient cap relates to individual programs receiving more than 20% of their total Medicare reimbursement from inpatient care services, and the overall Medicare payment cap relates to individual programs receiving reimbursements in excess of a “cap amount,” determined by Medicare to be payment equal to 12 months of hospice care for the aggregate base of hospice patients, indexed for inflation. The determination for each cap is made annually based on the 12-month period ending on September 30 of each year. The Company monitors its limits on a provider-by-provider basis and records an estimate of its liability for reimbursements received in excess of the cap amount, if any, in the reporting period.

Facility-Based Services

Gross revenue is recorded as services are provided under the LTACH prospective payment system. Each patient is assigned a long-term care diagnosis-related group. The Company is paid a predetermined fixed amount intended to reflect the average cost of treating a Medicare LTACH patient classified in that particular long-term care diagnosis-related group. For selected LTACH patients, the amount may be further adjusted based on length-of-stay and facility-specific costs, as well as in instances where a patient is discharged and subsequently re-admitted, among other factors. The Company calculates the adjustment based on a historical average of these types of adjustments for LTACH claims paid. Similar to other Medicare prospective payment systems, the rate is also adjusted for geographic wage differences. Net service revenue adjustments resulting from reviews and audits of Medicare cost report settlements are considered implicit price concessions for LTACHs and are measured at expected value.

Non-Medicare Revenues

Other sources of net service revenue for all segments fall into Medicaid, managed care or other payors of the Company's services. Medicaid reimbursement is based on a predetermined fee schedule applied to each service provided. Therefore, revenue is recognized for Medicaid services as services are provided based on this fee schedule. The Company's managed care and other payors reimburse the Company based upon a predetermined fee schedule or an episodic basis, depending on the terms of the applicable contract. Accordingly, the Company recognizes revenue from managed care and other payors as services are provided, such costs are incurred, and estimates of expected payments are known for each different payor, thus the Company's revenue is recorded at the estimated transaction price.

Contingent Service Revenues

The HCI segment provides strategic health management services to Accountable Care Organizations ("ACOs") that have been approved to participate in the Medicare Shared Savings Program ("MSSP"). The HCI segment has service agreements with ACOs that provide for sharing of MSSP payments received by the ACO, if any. ACOs are legal entities that contract with CMS to provide services to the Medicare fee-for-service population for a specified annual period with the goal of providing better care for the individual, improving health for populations and lowering costs. ACOs share savings with CMS to the extent that the actual costs of serving assigned beneficiaries are below certain trended benchmarks of such beneficiaries and certain quality performance measures are achieved. The generation of shared savings is the performance obligation of each ACO, which only become certain upon the final issuance of unembargoed calculations by CMS, generally in the third quarter of each year.

Patient Accounts Receivable

The Company reports patient accounts receivable from services rendered at their estimated transaction price, which includes price concessions based on the amounts expected from payors. The Company's patient accounts receivable is uncollateralized and primarily consist of amounts due from Medicare, Medicaid, other third-party payors, and to a lesser degree patients. The credit risk from other payors is limited due to the significance of Medicare as the primary payor. The Company believes the credit risk associated with its Medicare accounts is limited due to (i) the historical collection rate from Medicare and (ii) the fact that Medicare is a U.S. government payor. The Company does not believe that there are any other significant concentrations from any particular payor that would subject it to any significant credit risk in the collection of patient accounts receivable.

    

Earnings Per Share

Basic per share information is computed by dividing the relevant amounts from the condensed consolidated statements of income by the weighted-average number of shares outstanding during the period, under the treasury stock method. Diluted per

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share information is also computed using the treasury stock method, by dividing the relevant amounts from the condensed consolidated statements of income by the weighted-average number of shares outstanding plus potentially dilutive shares.

The following table sets forth shares used in the computation of basic and diluted per share information and, with respect to the data provided for the three and six months ended June 30, 2021 and 2020 (amounts in thousands):  

			Three Months Ended    June 30,												Six Months Ended   June 30,
			2021						2020						2021						2020
Weighted average number of shares outstanding for basic per share calculation			31,225						31,104						31,188						31,060
Effect of dilutive potential shares:
Nonvested stock			205						220						235						241
Adjusted weighted average shares for diluted per share calculation			31,430						31,324						31,423						31,301
Anti-dilutive shares			—						5						119						122

Assets Held for Sale

As of June 30, 2021, the Company's assets held for sale was $1.9 million, which consisted of one hospice facility in Knoxville, Tennessee. The sale of the property is expected to close during the latter part of 2021.

Investments

During the six months ended June 30, 2021, the Company invested $10.0 million and became a minority owner in a healthcare analytics company and invested $0.1 million in Jumpstart Nova Fund, LP, which was recorded in other assets in our condensed consolidated balance sheets. These investments were accounted for under the cost method of accounting as the Company does not have the ability to exercise significant influence in connection with its minority ownership positions.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifications to accounting for income taxes, which removes certain exceptions to the general principles of Topic 740 and adds guidance to reduce complexity in accounting for income taxes. The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the transition away from reference rates expected to be discontinued to alternative reference rates. The pronouncement is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company is currently evaluating the impact of this standard on the Company's consolidated financial statements.

3. Acquisitions, Divestiture and Joint Venture Activities

Acquisitions

The Company acquired the majority-ownership of one home health agency and one home and community-based agency during the six months ended June 30, 2021. The total aggregate purchase price for these transactions was $0.7 million. The purchase prices were determined based on the Company's analysis of comparable acquisitions and the target market's potential future cash flows.

Goodwill generated from the acquisitions was recognized based on the expected contributions of each acquisition to the overall corporate strategy. The Company expects its portion of goodwill to be fully tax deductible. The acquisitions were accounted for under the acquisition method of accounting. Accordingly, the accompanying interim financial information includes the results of operations of the acquired entities from the date of acquisition.

The following table summarizes the amounts of the assets acquired and liabilities assumed at their acquisition dates, as well as their fair value at the acquisition dates and the noncontrolling interest acquired during the six months ended June 30, 2021

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(amounts in thousands):

Fair value of total consideration transferred
Recognized amounts of identifiable assets acquired and liabilities assumed:
Trade names						$	26
Certificates of need/licenses						129
Other assets and (liabilities), net						9
Total identifiable assets						$	164
Noncontrolling interest						$	113
Goodwill, including noncontrolling interest of $78						$	599

Trade names and certificates of need/licenses are indefinite-lived assets and, therefore, not subject to amortization. Acquired trade names that are not being used actively are amortized over the estimated useful life on the straight line basis. Trade names are valued using the relief from royalty method, a form of the income approach. Certificates of need are valued using the replacement cost approach based on registration fees and opportunity costs. Licenses are valued based on the estimated direct costs associated with recreating the asset, including opportunity costs based on an income approach. In the case of states with a moratorium in place, the licenses are valued using the multi-period excess earnings method. Noncontrolling interest is recorded at fair value.

Divestiture

During the six months ended June 30, 2021, the Company sold its controlling membership interests in a home health agency previously operated as an equity joint venture and sold its pharmacy location which was wholly-owned. The total consideration for these controlling interest sales was $1.5 million and resulted in a loss of $0.1 million, which was accounted for as a loss on the sale of entities and recorded in general and administrative expenses.

Joint Venture Activities

During the six months ended June 30, 2021, the Company purchased the noncontrolling membership interest in four of our equity joint venture partnerships, whereby the agencies became wholly-owned subsidiaries of the Company. The total consideration for these noncontrolling interest purchases was $2.1 million. The transactions were accounted for as equity transactions.

During the six months ended June 30, 2021, the Company sold noncontrolling membership interest in a home health agency previously operated as an equity joint venture. The total consideration for this noncontrolling interest sale was $0.3 million. The transactions were accounted for as equity transactions.

4. Goodwill and Intangibles

The changes in recorded goodwill and intangible assets by reporting unit for the six months ended June 30, 2021 were as follows (amounts in thousands):  

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			Home health reporting unit						Hospice reporting unit						Home and community-based services reporting  unit						Facility-based reporting  unit						HCI reporting unit						Total
Goodwill:
Balance as of December 31, 2020			$	884,000					$	151,742					$	166,773					$	15,770					$	40,862					$	1,259,147
Acquisitions			267						—						254						—						—						521
Noncontrolling interests			78						—						—						—						—						78
Disposals			(20)						—						—						—						—						(20)
Balance as of June 30, 2021			$	884,325					$	151,742					$	167,027					$	15,770					$	40,862					$	1,259,726
Intangible assets:
Balance as of December 31, 2020			$	226,004					$	44,732					$	24,208					$	5,311					$	15,100					$	315,355
Acquisitions			118						—						46						—						—						164
Amortization			(232)						(72)						(4)						(4)						(290)						(602)
Disposals			(1,279)						—						—						—						—						(1,279)
Balance as of June 30, 2021			$	224,611					$	44,660					$	24,250					$	5,307					$	14,810					$	313,638

The Company did record impairments of goodwill and intangible assets related to the closure of underperforming locations. Goodwill impairment of $0.02 million and Medicare licenses impairment of $0.9 million was recorded during the six months ended June 30, 2021. This was recorded in impairment of intangibles and other on the company's condensed consolidated statements of income. The amount of disposal of goodwill was determined using prices of comparable businesses in the market and the amount of disposal of the Medicare licenses was its carrying value at the time of closure. In addition, the Company divested a certificate of need of $0.4 million, which was accounted for as a loss on the sale of an entity and recorded in general and administrative expenses.

The following tables summarize the changes in intangible assets during the six months ended June 30, 2021 and December 31, 2020 (amounts in thousands): 

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			2021						2020
Indefinite-lived intangible assets:
Trade names			$	168,700					$	168,700
Certificates of Need/Licenses			133,863						135,013
Net total			$	302,563					$	303,713
Definite-lived intangible assets:
Trade names
Gross carrying amount			$	10,238					$	10,212
Accumulated amortization			(9,543)						(9,480)
Net total			$	695					$	732
Non-compete agreements
Gross carrying amount			$	7,276					$	7,267
Accumulated amortization			(6,634)						(6,387)
Net total			$	642					$	880
Customer relationships
Gross carrying amount			$	11,822					$	11,822
Accumulated amortization			(2,084)						(1,792)
Net total			$	9,738					$	10,030
Total definite-lived intangible assets
Gross carrying amount			$	29,336					$	29,301
Accumulated amortization			(18,261)						(17,659)
Net total			$	11,075					$	11,642
Total intangible assets:
Gross carrying amount			$	331,899					$	333,014
Accumulated amortization			(18,261)						(17,659)
Net total			$	313,638					$	315,355

         

Remaining useful lives for trade names, customer relationships, and non-compete agreements were 8.3, 16.8, and 2.8 years, respectively, at June 30, 2021. Similar periods at December 31, 2020 were 8.8, 17.3, and 2.9 years for trade names, customer relationships, and non-compete agreements, respectively. Amortization expense was $0.3 million for three months ended June 30, 2021 and 2020 and $0.6 million for the six months ended June 30, 2021 and 2020. Amortization expense was recorded in general and administrative expenses.

5. Debt

Credit Facility

On March 30, 2018, the Company entered into a Credit Agreement with JPMorgan Chase Bank, N.A., which was effective on April 2, 2018 (the "Credit Agreement"). The Credit Agreement provides a senior, secured revolving line of credit commitment with a maximum principal borrowing limit of $500.0 million, which includes an additional $200.0 million accordion expansion feature, and a letter of credit sub-limit equal to $50.0 million. The expiration date of the Credit Agreement is March 30, 2023. The Company’s obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its wholly-owned subsidiaries (subject to customary exclusions), which assets include the Company’s equity ownership of its wholly-owned subsidiaries and its equity ownership in joint venture entities. The Company’s wholly-owned subsidiaries also guarantee the obligations of the Company under the Credit Agreement. 

Revolving loans under the Credit Agreement bear interest at, as selected by the Company, either a (a) Base Rate, which is defined as a fluctuating rate per annum equal to the highest of (1) the Federal Funds Rate in effect on such day plus 0.5% (2) the Prime Rate in effect on such day and (3) the Eurodollar Rate for a one month interest period on such day plus 1.5%, plus

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a margin ranging from 0.50% to 1.25% per annum or (b) Eurodollar rate plus a margin ranging from 1.50% to 2.25% per annum, with pricing varying based on the Company's quarterly consolidated Leverage Ratio. Swing line loans bear interest at the Base Rate. The Company is limited to 15 Eurodollar borrowings outstanding at any time. The Company is required to pay a commitment fee for the unused commitments at rates ranging from 0.20% to 0.35% per annum depending upon the Company’s quarterly consolidated Leverage Ratio. The Base Rate as of June 30, 2021 was 4.50% and the LIBOR rate was 1.88%.

On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, announced its intention to cease the publication of LIBOR settings for 1-month, 3-month, 6-month, and 12-month LIBOR borrowings immediately on June 30, 2023. The announcement did not identify any successor administrator.

As of June 30, 2021, the Company had letters of credit issued in the amount of $25.4 million, and $474.6 million of remaining borrowing capacity available under the Credit Agreement. At December 31, 2020, the Company had $20.0 million drawn and letters of credit issued in the amount of $25.4 million under the Credit Facility.

Under the terms of the Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants. The Credit Agreement permits the Company to make certain restricted payments, such as purchasing shares of its stock, within certain parameters, provided the Company maintains compliance with those financial ratios and covenants after giving effect to such restricted payments. The Company was in compliance with its debt covenants under the Credit Agreement at June 30, 2021.

6. Stockholder’s Equity

Equity Based Awards

The 2018 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. The total number of shares of the Company's common stock originally reserved were 2,210,544 shares and a total of 1,754,464 shares are currently available for issuance. A variety of discretionary awards for employees, officers, directors, and consultants are authorized under the 2018 Incentive Plan, including incentive or non-qualified stock options and restricted stock, restricted stock units and performance-based awards. All awards must be evidenced by a written award certificate which will include the provisions specified by the Compensation Committee of the Board of Directors. The Compensation Committee determines the exercise price for stock options, which cannot be less than the fair market value of the Company’s common stock as of the date of grant.

Share Based Compensation

Nonvested Stock

During the six months ended June 30, 2021, the Company granted 7,200 nonvested shares of common stock to independent directors under the Second Amended and Restated 2005 Non-Employee Directors Compensation Plan. The shares vest 100% on the one year anniversary date.

During the six months ended June 30, 2021, employees and a consultant were granted 105,800 and 5,735 shares, respectively, of nonvested shares of common stock pursuant to the 2018 Incentive Plan. The shares vest over a period of five years, conditioned on continued employment and in accordance with the consulting agreement. The fair value of nonvested shares of common stock is determined based on the closing trading price of the Company’s common stock on the grant date.

The following table represents the share grants activity for the six months ended June 30, 2021: 

			Restricted stock												Options
			Number of shares						Weighted average grant date fair value						Number of shares						Weighted average grant date fair value
Share grants outstanding as of December 31, 2020			469,631						$	89.69					74,235						$	42.07
Granted			118,735						185.05						—						—
Vested or exercised			(163,978)						186.82						—						—
Share grants outstanding as of June 30, 2021			424,388						$	120.11					74,235						$	42.07

As of June 30, 2021, there was $44.1 million of total unrecognized compensation cost related to nonvested shares of common stock granted. That cost is expected to be recognized over the weighted average period of 3.18 years. The Company records compensation expense related to nonvested stock awards at the grant date for shares of common stock that are awarded fully vested, and over the vesting term on a straight-line basis for shares of common stock that vest over time. The Company estimates forfeitures at the time of grant and revises the estimate in subsequent periods if actual forfeitures differ to ensure that

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total compensation expense recognized is at least equal to the value of vested awards. The Company recorded $7.5 million and $6.9 million of compensation expense related to nonvested stock grants for the six months ended June 30, 2021 and 2020, respectively.

Employee Stock Purchase Plan

In 2006, the Company adopted the Employee Stock Purchase Plan whereby eligible employees may purchase the Company’s common stock at 95% of the market price on the last day of the calendar quarter. There were 250,000 shares of common stock initially reserved for the plan. In 2013, the Company adopted the Amended and Restated Employee Stock Purchase Plan, which reserved an additional 250,000 shares of common stock to the plan.

The table below details the shares of common stock issued during 2021: 

			Number of shares						Per share price
Shares available as of December 31, 2020			118,136
Shares issued during the three months ended March 31, 2021			3,204						$	202.66
Shares issued during the three months ended June 30, 2021			3,152						$	181.65
Shares available as of June 30, 2021			111,780

Treasury Stock

In conjunction with the vesting of the nonvested shares of common stock or the exercise of stock options, recipients incur personal income tax obligations. The Company allows the recipients to turn in shares of common stock to satisfy minimum tax obligations. During the six months ended June 30, 2021, the Company redeemed 57,245 shares of common stock valued at $10.8 million, related to share vesting tax obligations. Such shares are held as treasury stock and are available for reissuance by the Company.

7. Commitments and Contingencies

Contingencies

The Company provides services in a highly regulated industry and is a party to various proceedings and regulatory and other governmental and internal audits and investigations in the ordinary course of business (including audits by Zone Program Integrity Contractors ("ZPICs"), Unified Program Integrity Contractors ("UPICs"), and Recovery Audit Contractors ("RACs") and investigations resulting from the Company's obligation to self-report suspected violations of law). Management cannot predict the ultimate outcome of any regulatory and other governmental and internal audits and investigations. While such audits and investigations are the subject of administrative appeals, the appeals process, even if successful, may take several years to resolve. The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company's businesses. These audits and investigations have caused and could potentially continue to cause delays in collections, recoupments from governmental payors. Currently, the Company has recorded $16.9 million in other assets as of June 30, 2021 and December 31, 2020, which are due from government payors related to the disputed finding of pending appeals of ZPIC audits. Additionally, these audits may subject the Company to sanctions, damages, extrapolation of damage findings, additional recoupments, fines, and other penalties (some of which may not be covered by insurance), which may, either individually or in the aggregate, have a material adverse effect on the Company's business and financial condition.

We are involved in various legal proceedings arising in the ordinary course of business. Although the results of litigation cannot be predicted with certainty, we believe the outcome of pending litigation will not have a material adverse effect, after considering the effect of our insurance coverage, on our consolidated financial information.

Legal fees related to all legal matters are expensed as incurred.

Joint Venture Buy/Sell Provisions

Most of the Company’s joint ventures include a buy/sell option that grants to the Company and its joint venture partners the right to require the other joint venture party to either purchase all of the exercising member’s membership interests or sell to the exercising member all of the non-exercising member’s membership interest, at the non-exercising member’s option, within 30 days of the receipt of notice of the exercise of the buy/sell option. In some instances, the purchase price is based on a multiple of the historical or future earnings before income taxes and depreciation and amortization of the equity joint venture at the time

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the buy/sell option is exercised. In other instances, the buy/sell purchase price will be negotiated by the partners and subject to a fair market valuation process. The Company has not received notice from any joint venture partners of their intent to exercise the terms of the buy/sell agreement nor has the Company notified any joint venture partners of its intent to exercise the terms of the buy/sell agreement.

Compliance

The laws and regulations governing the Company’s operations, along with the terms of participation in various government programs, regulate how the Company does business, the services offered and its interactions with patients and the public. These laws and regulations, and their interpretations, are subject to frequent change. Changes in existing laws or regulations, or their interpretations, or the enactment of new laws or regulations could materially and adversely affect the Company’s operations and financial condition.

The Company is subject to various routine and non-routine governmental reviews, audits and investigations. In recent years, federal and state civil and criminal enforcement agencies have heightened and coordinated their oversight efforts related to the health care industry, including referral practices, cost reporting, billing practices, joint ventures and other financial relationships among health care providers. Violation of the laws governing the Company’s operations, or changes in the interpretation of those laws, could result in the imposition of fines, civil or criminal penalties and/or termination of the Company’s rights to participate in federal and state-sponsored programs and suspension or revocation of the Company’s licenses. The Company believes that it is in material compliance with all applicable laws and regulations.

8. Noncontrolling interests

The Company classifies noncontrolling interests of its joint venture parties based upon a review of the legal provisions governing the redemption of such interests. In each of the Company’s joint ventures, those provisions are embodied within the joint venture’s operating agreement. For joint ventures with operating agreement provisions that establish an obligation for the Company to purchase the third-party partners’ noncontrolling interests other than as a result of events that lead to a liquidation of the joint venture, such noncontrolling interests are classified as redeemable noncontrolling interests in temporary equity. For joint ventures with operating agreement provisions that establish an obligation that the Company purchase the third party partners’ noncontrolling interests, but which obligation is triggered by events that lead to a liquidation of the joint venture, such noncontrolling interests are classified as nonredeemable noncontrolling interests in permanent equity. Additionally, for joint ventures with operating agreement provisions that do not establish an obligation for the Company to purchase the third-party partners’ noncontrolling interests (e.g., where the Company has the option, but not the obligation, to purchase the third-party partners’ noncontrolling interests), such noncontrolling interests are classified as nonredeemable noncontrolling interests in permanent equity.

The Company’s equity joint ventures that are classified as redeemable noncontrolling interests are subject to operating agreement provisions that require the Company to purchase the noncontrolling partner’s interest upon the occurrence of certain triggering events, which are defined as the bankruptcy of the partner or the partner’s exclusion from the Medicare or Medicaid programs. These triggering events and the related repurchase provisions are specific to each redeemable equity joint venture, since the triggering of a repurchase obligation for any one redeemable noncontrolling interest in an equity joint venture does not necessarily impact any of the other redeemable noncontrolling interests in other equity joint ventures. Upon the occurrence of a triggering event requiring the purchase of a redeemable noncontrolling interest, the Company would be required to purchase the noncontrolling partner’s interest based upon a valuation methodology set forth in the applicable joint venture agreement.

Redeemable noncontrolling interests and nonredeemable noncontrolling interests are initially recorded at their fair value as of the closing date of the transaction establishing the joint venture. Such fair values are determined using various accepted valuation methods, including the income approach, the market approach, the cost approach, and a combination of one or more of these approaches. A number of facts and circumstances concerning the operation of the joint venture are evaluated for each transaction, including (but not limited to) the ability to choose management, control over acquiring or liquidating assets, and controlling the joint venture’s strategy and direction, in order to determine the fair value of the noncontrolling interest.

Based upon the Company’s evaluation of the redemption provisions concerning redeemable noncontrolling interests as of June 30, 2021, the Company determined in accordance with authoritative accounting guidance that it was not probable that an event otherwise requiring redemption of any redeemable noncontrolling interest would occur (i.e., the date for such event was not set or such event is not certain to occur). Therefore, none of the redeemable noncontrolling interests were identified as mandatorily redeemable interests at such times, and the Company did not record any values in respect of any mandatorily redeemable interests.

Subsequent to the closing date of the transaction establishing the joint venture, the Company records adjustments to the carrying amounts of noncontrolling interests during each reporting period to reflect (a) comprehensive income (loss) attributed to each noncontrolling interest, which is calculated by multiplying the noncontrolling interest percentage by the comprehensive

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income (loss) of the joint venture’s operations, (b) dividends paid to the noncontrolling interest partner, and (c) any other transactions that increase or decrease the Company’s ownership interest in each joint venture, as a result of which the Company retains its controlling interest. If the Company determines that, based upon its analysis as of the end of each reporting period in accordance with authoritative accounting guidance, that it is not probable that an event would occur to otherwise require the redemption of a redeemable noncontrolling interest (i.e., the date for such event is not set or such event is not certain to occur), then the Company does not adjust the recorded amount of such redeemable noncontrolling interest.

The carrying amount of each redeemable equity instrument presented in temporary equity for the six months ended June 30, 2021 is not less than the initial amount reported for each instrument.

The following table summarizes the activity of noncontrolling interest-redeemable for the six months ended June 30, 2021 (amounts in thousands):

Balance as of December 31, 2020			$	18,921
Net income attributable to noncontrolling interest-redeemable			6,183
Noncontrolling interest-redeemable distributions			(6,255)
Acquired noncontrolling interest-redeemable			113
Purchase of controlling interest			(373)
Balance as of June 30, 2021			$	18,589

9. Leases

The Company determines if a contract contains a lease at inception date. The Company's leases are operating leases, primarily for office and office equipment, that expire at various dates over the next five years. The facility-based leases have renewal options for periods ranging from one to nine years. As it is not reasonably certain these renewal options will be exercised, the options were not considered in the lease term, and payments associated with the option years are excluded from lease payments.

Payments due under operating leases include fixed and variable payments. These variable payments for the Company's office leases can include operating expenses, utilities, property taxes, insurance, common area maintenance, and other facility-related expense. Additionally, any leases with terms less than one year were not recognized as operating lease right of use assets or payables for short term leases in accordance with the election of ‘package of practical expedient’ under ASU 2016-02.

The Company recognizes operating lease right of use assets and operating lease payable based on the present value of the future minimum lease payments at the lease commencement date. The Company's leases do not provide implicit rates. Therefore, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. As of June 30, 2021, the weighted-average remaining lease term was 4.09 and weighted-average discount rate was 4.33%.

The following table summarizes the operating lease right of use assets and related lease payables in our condensed consolidated balance sheets at June 30, 2021 and December 31, 2020 (amounts in thousands):

						June 30, 2021						December 31, 2020
Operating lease right of use asset						$	105,201					$	100,046
Current operating lease liabilities						33,081						32,676
Long-term operating lease liabilities						74,993						70,275

The components of lease costs for operating leases for the three and six months ended June 30, 2021 and 2020 were as follows (amounts in thousands):

						Three months ended June 30,												Six months ended June 30,
						2021						2020						2021						2020
Operating lease cost						$	12,091					$	11,599					$	24,281					$	22,946
Short-term lease cost						914						730						1,770						1,490
Variable lease cost						1,071						888						2,084						1,870
Total lease costs						$	14,076					$	13,217					$	28,135					$	26,306

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Maturities of operating lease liabilities as of June 30, 2021 were as follows (amounts in thousands):

Month ending June 30,
2021						$	19,441
2022						33,088
2023						25,036
2024						17,196
Thereafter						22,995
Total future minimum lease payments						117,756
Less: Imputed interest						(9,682)
Total						$	108,074

10. Fair Value of Financial Instruments

The carrying amounts of the Company’s cash, receivables, accounts payable and accrued liabilities approximate their fair values because of their short maturity.

11. Segment Information

The Company's reporting segments include (1) home health services, (2) hospice services, (3) home and community-based services, (4) facility-based services, and (5) HCI.  The accounting policies of the segments are the same as those described in the summary of significant accounting policies, as described in Note 2 of the Notes to Condensed Consolidated Financial Statements.

Reportable segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker manages the business and allocates resources, consistent with the criteria in ASC 280, Segment Reporting.

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2021 and 2020 (amounts in thousands):

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			Three Months Ended June 30, 2021
			Home health services						Hospice services						Home and community-based services						Facility-based services						HCI						Total
Net service revenue			$	396,534					$	63,804					$	48,407					$	31,030					$	6,132					$	545,907
Cost of service revenue (excluding depreciation and amortization)			219,925						39,647						34,683						20,460						3,157						317,872
General and administrative expenses			123,245						18,114						11,923						10,906						2,873						167,061
Impairment of intangibles and other			760						—						—						—						—						760
Operating income (loss)			52,604						6,043						1,801						(336)						102						60,214
Interest expense			(106)						(20)						(10)						(5)						(2)						(143)
Income (loss) before income taxes and noncontrolling interest			52,498						6,023						1,791						(341)						100						60,071
Income tax expense (benefit)			11,706						1,280						470						(152)						14						13,318
Net income (loss)			40,792						4,743						1,321						(189)						86						46,753
Less net income (loss) attributable to non controlling interests			7,500						1,208						85						322						(5)						9,110
Net income (loss) attributable to LHC Group, Inc.'s common stockholder			$	33,292					$	3,535					$	1,236					$	(511)					$	91					$	37,643
Total assets			$	1,681,871					$	288,985					$	245,071					$	85,520					$	65,678					$	2,367,125

 

			Three Months Ended June 30, 2020
			Home health services						Hospice services						Home and community-based services						Facility-based services						HCI						Total
Net service revenue			$	339,872					$	61,055					$	47,675					$	33,639					$	5,079					$	487,320
Cost of service revenue (excluding depreciation and amortization)			205,146						37,271						38,747						21,785						3,763						306,712
General and administrative expenses			110,209						16,266						11,124						10,165						2,810						150,574
Impairment of intangibles and other			—						600						—						—						—						600
Government stimulus income			(35,019)						(4,731)						(2,865)						(1,656)						(164)						(44,435)
Operating income (loss)			59,536						11,649						669						3,345						(1,330)						73,869
Interest expense			(594)						(97)						(79)						(47)						(24)						(841)
Income (loss) before income taxes and noncontrolling interest			58,942						11,552						590						3,298						(1,354)						73,028
Income tax expense (benefit)			12,807						2,439						(12)						373						(380)						15,227
Net income (loss)			46,135						9,113						602						2,925						(974)						57,801
Less net income (loss) attributable to noncontrolling interests			9,922						2,164						33						997						(7)						13,109
Net income (loss) attributable to LHC Group, Inc.'s common stockholders			$	36,213					$	6,949					$	569					$	1,928					$	(967)					$	44,692
Total assets			$	1,656,022					$	268,771					$	259,742					$	101,258					$	71,306					$	2,357,099

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			Six Months Ended June 30, 2021
			Home health services						Hospice services						Home and community-based services						Facility-based services						HCI						Total
Net service revenue			$	770,362					$	126,538					$	97,532					$	64,399					$	11,911					$	1,070,742
Cost of service revenue (excluding depreciation and amortization)			432,298						78,217						69,555						41,635						6,439						628,144
General and administrative expenses			242,642						36,241						23,452						22,163						5,812						330,310
Impairment of intangibles and other			937						—						—						—						—						937
Operating income (loss)			94,485						12,080						4,525						601						(340)						111,351
Interest expense			(288)						(56)						(34)						(19)						(9)						(406)
Income (loss) before income taxes and noncontrolling interest			94,197						12,024						4,491						582						(349)						110,945
Income tax expense (benefit)			19,596						2,347						988						(95)						(77)						22,759
Net income (loss)			74,601						9,677						3,503						677						(272)						88,186
Less net income (loss) attributable to non controlling interests			12,349						2,223						364						979						(31)						15,884
Net income (loss) attributable to LHC Group, Inc.'s common stockholder			$	62,252					$	7,454					$	3,139					$	(302)					$	(241)					$	72,302

			Six Months Ended June 30, 2020
			Home health services						Hospice services						Home and community-based services						Facility-based services						HCI						Total
Net service revenue			$	707,693					$	121,586					$	96,139					$	63,320					$	11,453					$	1,000,191
Cost of service revenue (excluding depreciation and amortization)			425,586						75,305						77,200						42,127						7,696						627,914
General and administrative expenses			226,232						32,892						22,583						20,545						6,188						308,440
Impairment of intangibles and other			—						600						—						—						—						600
Government stimulus income			(35,019)						(4,731)						(2,865)						(1,656)						(164)						(44,435)
Operating income (loss)			90,894						17,520						(779)						2,304						(2,267)						107,672
Interest expense			(2,494)						(400)						(345)						(266)						(104)						(3,609)
Income (loss) before income taxes and noncontrolling interest			88,400						17,120						(1,124)						2,038						(2,371)						104,063
Income tax expense (benefit)			16,096						3,047						(218)						174						(513)						18,586
Net income (loss)			72,304						14,073						(906)						1,864						(1,858)						85,477
Less net income (loss) attributable to noncontrolling interests			14,528						3,131						(122)						1,240						(16)						18,761
Net income (loss) attributable to LHC Group, Inc.'s common stockholders			$	57,776					$	10,942					$	(784)					$	624					$	(1,842)					$	66,716

12. Income Taxes

The effective tax rate for the six months ended June 30, 2021 and 2020 benefited from $2.2 million and $1.6 million, respectively, of excess tax benefits associated with stock-based compensation arrangements.

U.S. GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return.  The evaluation of a tax position is a two-step process.  The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position.  The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the amount of benefit that has a greater than 50% likelihood of being realized.  The Company’s unrecognized tax benefits would affect the tax rate, if recognized.  The Company

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includes the full amount of unrecognized tax benefits in income taxes payable in noncurrent liabilities in the Company's condensed consolidated balance sheets.  The Company anticipates it is reasonably possible an increase or decrease in the amount of unrecognized tax benefits could be made in the next twelve months. However, the Company does not presently anticipate that any increase or decrease in unrecognized tax benefits will be material to the consolidated financial statements. As of June 30, 2021 and December 31, 2020, the Company recognized $6.6 million and $6.2 million, respectively, in unrecognized tax benefits.

13. Subsequent Events

On July 1, 2021, the Company purchased Heart 'n Home Hospice, which included six wholly-owned hospice locations in Idaho and four wholly-owned hospice locations in Oregon. In addition, the Company purchased Casa de la Luz on July 1, 2021, which included one wholly-owned hospice and palliative care location in Arizona. Total consideration for both acquisitions was $96.0 million, which was funded on July 1, 2021.

On August 3, 2021, the Company entered into an Amended and Restated Credit Agreement ("Amended Agreement") with JPMorgan Chase Bank, N.A. The aggregate commitment in the Amended Agreement is $800.0 million, which includes an additional $500.0 million accordion expansion feature, and a letter of credit sub-limit equal to $75.0 million. The expiration date of the Amended Agreement is August 3, 2026.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain statements, including the potential future impact of COVID-19 on our results of operations and liquidity, the potential impact of actions we have taken to mitigate the impact of COVID-19, the potential impact on supply chain disruptions and increased costs associated with obtaining personal protective equipment, the expected benefit of the CARES Act on our liquidity, and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future plans and strategies, anticipated events or trends, future financial performance, and expectations and beliefs concerning matters that are not historical facts or that necessarily depend upon future events. The words “may,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions are intended to identify forward-looking statements. Specifically, this report contains, among others, forward-looking statements about:

 

•our expectations regarding financial condition or results of operations for periods after June 30, 2021;

•our critical accounting policies;

•our business strategies and our ability to grow our business;

•our participation in the Medicare and Medicaid programs;

•the reimbursement levels of Medicare and other third-party payors, including changes in reimbursement resulting from regulatory changes;

•the prompt receipt of payments from Medicare and other third-party payors;

•our future sources of and needs for liquidity and capital resources;

•the effect of any regulatory changes or anticipated regulatory changes;

•the effect of any changes in market rates on our operations and cash flows;

•our ability to obtain financing;

•our ability to make payments as they become due;

•the outcomes of various routine and non-routine governmental reviews, audits and investigations;

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•our expansion strategy, the successful integration of recent acquisitions and, if necessary, the ability to relocate or restructure our current facilities;

•the value of our proprietary technology;

•the impact of legal proceedings;

•our insurance coverage;

•our competitors and our competitive advantages;

•our ability to attract and retain valuable employees;

•the price of our stock;

•our compliance with environmental, health and safety laws and regulations;

•our compliance with health care laws and regulations;

•our compliance with Securities and Exchange Commission laws and regulations and Sarbanes-Oxley requirements;

•the impact of federal and state government regulation on our business; and

•the impact of changes in future interpretations of fraud, anti-kickback, or other laws.

The forward-looking statements included in this report reflect our current views about future events, are based on assumptions, and are subject to known and unknown risks and uncertainties. Many important factors could cause actual results or achievements to differ materially from any future results or achievements expressed in or implied by our forward-looking statements. Many of the factors that will determine future events or achievements are beyond our ability to control or predict. Important factors that could cause actual results or achievements to differ materially from the results or achievements reflected in our forward-looking statements include, among other things, the factors discussed in the Part II, Item 1A. “Risk Factors,” included in this report and in our other filings with the SEC, including our 2020 Form 10-K, as updated by our subsequent filings with the SEC. This report should be read in conjunction with the 2020 Form 10-K, and all of our other filings made with the SEC through the date of this report, including quarterly reports on Form 10-Q and current reports on Form 8-K.

The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is filed with the SEC. Except as required by law, we assume no responsibility for updating any forward-looking statements.

We qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

You should read this report, the information incorporated by reference into this report, and the documents filed as exhibits to this report completely and with the understanding that our actual future results or achievements may differ materially from what we expect or anticipate.

Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to LHC Group, Inc. and its consolidated subsidiaries.

OVERVIEW

General

We provide quality, cost-effective post-acute health care services to our patients. As of June 30, 2021, we have 833 service providers in 35 states within the continental United States and the District of Columbia. Our services are classified into five segments: (1) home health services, (2) hospice services, (3) home and community-based services, (4) facility-based services primarily offered through our long-term acute care hospitals (“LTACHs”), and (5) healthcare innovations services ("HCI"). We intend to increase the number of service providers within each of our segments that we operate through continued acquisitions, joint ventures, and organic development.

Our home health service locations offer a wide range of services, including skilled nursing, medically-oriented social services, and physical, occupational, and speech therapy. As of June 30, 2021, we operated 531 home health services locations, of which

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319 are wholly-owned, 208 are majority-owned through equity joint ventures, two are under license lease arrangements, and the operations of the remaining two locations are only managed by us.

Our hospices provide end-of-life care to patients with terminal illnesses through interdisciplinary teams of physicians, nurses, home health aides, counselors, and volunteers. We offer a wide range of services, including pain and symptom management, emotional and spiritual support, inpatient and respite care, homemaker services, and counseling. As of June 30, 2021, we operated 120 hospice locations, of which 57 are wholly-owned, 61 are majority-owned through equity joint ventures, and two are under license lease arrangements.

Through our home and community-based services segment, services are performed by skilled nursing and paraprofessional personnel, and include assistance with activities of daily living to the elderly, chronically ill, and disabled patients. As of June 30, 2021, we operated 133 home and community-based services locations, of which 119 are wholly-owned and 14 are majority-owned through equity joint ventures.

We provide facility-based services principally through our LTACHs. As of June 30, 2021, we operated 11 LTACHs with 12 locations, all but three of which are located within host hospitals. We also operate two skilled nursing facilities, a family health center, a rural health clinic, one physician practice, and 19 therapy clinics. Of these 36 facility-based services locations, 25 are wholly-owned, and 11 are majority-owned through equity joint ventures.

Our HCI segment reports on our developmental activities outside its other business segments.  The HCI segment includes (a) Imperium Health Management, LLC, an ACO enablement company, (b) Long Term Solutions, Inc., an in-home assessment company serving the long-term care insurance industry, and (c) certain assets operated by Advanced Care House Calls, which provides primary medical care for patients with chronic and acute illnesses who have difficulty traveling to a doctor’s office. These activities are intended ultimately, whether directly or indirectly, to benefit our patients and/or payors through the enhanced provision of services in our other segments.  The activities all share a common goal of improving patient experiences and quality outcomes, while lowering costs.  They include, but are not limited to, items such as: technology, information, population health management, risk-sharing, care-coordination and transitions, clinical advancements, enhanced patient engagement and informed clinical decision and technology enabled in-home clinical assessments. We have 13 HCI locations, of which 12 are wholly-owned and one is majority-owned through an equity joint venture.

The Joint Commission is a nationwide commission that establishes standards relating to the physical plant, administration, quality of patient care, and operation of medical staffs of health care organizations. Currently, Joint Commission accreditation of home nursing and hospice agencies is voluntary. However, some managed care organizations use Joint Commission accreditation as a credentialing standard for regional and state contracts. As of June 30, 2021, the Joint Commission had accredited 522 of our 531 home health services locations and 110 of our 120 hospice agencies. Those not yet accredited are working towards achieving this accreditation. As we acquire companies, we apply for accreditation 12 to 18 months after completing the acquisition.

The percentage of net service revenue contributed from each reporting segment for the three and six months ended June 30, 2021 and 2020 was as follows: 

						Three Months Ended June 30,												Six Months Ended   June 30,
Reporting segment						2021						2020						2021						2020
Home health services						72.6		%				69.8		%				72.0		%				70.8		%
Hospice services						11.7						12.5						11.8						12.2
Home and community-based services						8.9						9.8						9.1						9.6
Facility-based services						5.7						6.9						6.0						6.3
Healthcare innovations services						1.1						1.0						1.1						1.1
						100.0		%				100.0		%				100.0		%				100.0		%

Recent Developments

The reader is encouraged to review our detailed discussion of health care legislation and Medicare regulations in the similarly titled section in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” along with the discussions in Part I, Item 1, “Business; Government Regulation” and in Part I, Item 1A, “Risk Factors” in our 2020 Form 10-K.

Coronavirus and Coronavirus Aid, Relief, and Economic Security Act

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The following portions of the CARES Act impacted us during the six months ended June 30, 2021:

•Provider Relief Fund: During 2020, we received $93.3 million in payments from the Provider Relief Fund. We returned all funds to the government during the three months ended June 30, 2021.

•CAAP: During 2020, we received $318.0 million of accelerated payments under the CAAP, of which $65.0 million was recouped by CMS during the three months ended June 30, 2021.

•Suspension of the 2% sequestration payment adjustment: CMS suspended the 2% sequestration payment adjustment for patient claims with dates of services from May 1, 2020 through December 31, 2020, which was subsequently amended to continue through December 31, 2021. During the three and six months ended June 30, 2021, we recognized $6.4 million and $12.9 million, respectively, of net service revenue due to the suspension of the 2% sequestration payment adjustment.

•Waiver of the application of site-neutral payment: Under Section 1886(m)(6)(A)(i) of the Act, the claims processing systems was updated to pay all LTACH cases admitted during the COVID-19 PHE period at the LTACH PPS standard federal rate, effective for claims with an admission date occurring on or after January 27, 2020 through the end of the PHE period. During the three and six months ended June 30, 2021, we recognized $6.9 million and $12.5 million, respectively, of net service revenue due to the suspension of site-neutral payments.

While during the six months ended June 30, 2021, we did not experience a material disruption in our ability to continue to provide services to our patients, there is no guarantee that we won’t experience such service disruption in the future or a decrease in demand for our services as a result of COVID-19. The rapid development and fluidity of this situation makes it difficult to predict the ultimate impact of COVID-19 on our business and operations. Nevertheless, COVID-19 presents a material uncertainty which could materially impact our business and results of operations in the future.

Home Health

On June 28, 2021, CMS released the proposed rule for fiscal year 2022 to update base payment rates by 1.7%, which is based on a 2.4% market basket adjustment, reduced by 0.6% productivity adjustment, and reduced by 0.1% decrease in payments due to reductions made in the rural add-on percentages mandated by the Bipartisan Budget Act of 2018. The base 30 day payment rate is increased from $1,901.12 to $2,013.43.

Hospice

On July 29, 2021, CMS released the final rule for fiscal year 2022 to update payment rates and the wage index. The final hospice payment update is a 2.0% increase to the payment rates. The final rule will apply a 2.7% market basket update and a 0.7 percentage point cut for productivity. In addition, the final rule increases the aggregate cap value of $31,297.61 for fiscal year 2022, as compared to $30,683.93 for fiscal year 2021.

The following are the final fiscal year 2022 base payment rates for various levels of care, which will begin on October 1, 2021 and will end September 30, 2022 and final fiscal year 2021 base payment rates for various levels of care, which began on October 1, 2020 and will end September 30, 2021 (payment rates for hospice providers not complying with the hospice quality reporting requirements will be 2% lower than the values referenced below):

Description						Final Fiscal Year 2022 Rate per patient day						Fiscal Year 2021 Rate per patient day
Routine Home Care days 1-60						$	203.40					$	199.25
Routine Home Care days 60+						$	160.74					$	157.49
Continuous Home Care						$	1,462.52					$	1,432.41
Full rate = 24 hours of care
$59.68 = hourly rate for 2021 $60.94 = hourly rate for 2022
Inpatient Respite Care						$	473.75					$	461.09
General Inpatient Care						$	1,068.28					$	1,045.66

Facility-based

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On August 2, 2021, CMS issued a final rule for the fiscal year 2022 Long-Term Care Hospital Prospective Payment System ("LTACH-PPS"), which described that LTACH-PPS payments for fiscal year 2022 will increase by 1.1%. LTACH-PPS payments for fiscal year 2022 for discharges paid using the standard LTACH payment rate will increase by 0.9% due primarily to the annual standard Federal rate update for fiscal year 2022 of 1.9% and 0.8% decrease in high cost outlier payments. LTACH-PPS payments for fiscal year 2022 for discharges paid using the site neutral payment rate will increase by 3%.     

RESULTS OF OPERATIONS

Three months ended June 30, 2021 compared to three months ended June 30, 2020

Summary consolidated financial information

The following table summarizes our consolidated results of operations for the three months ended June 30, 2021 and 2020 (amounts in thousands, except percentages, which are percentages of consolidated net service revenue, unless indicated otherwise):

 

			2021												2020												Increase (Decrease)
Net service revenue			$	545,907											$	487,320											$	58,587
Cost of service revenue (excluding depreciation and amortization)			317,872						58.2		%				306,712						62.9		%				11,160
General and administrative expenses			167,061						30.6						150,574						30.9						16,487
Impairment of intangibles and other			760												600												160
Government stimulus (income)			—												(44,435)												(44,435)
Interest expense			(143)												(841)												(698)
Income tax expense			13,318						26.2			(1)			15,227						26.0			(1)			(1,909)
Net income attributable to noncontrolling interests			9,110												13,109												(3,999)
Net income attributable to LHC Group, Inc.’s common stockholders			$	37,643											$	44,692											$	(7,049)

(1) Effective tax rate as a percentage of income from continuing operations attributable to our common stockholders, excluding the excess tax benefits realized of $0.04 million and $0.3 million during the three months ended June 30, 2021 and 2020, respectively.

Net service revenue

The following table sets forth each of our segment’s revenue growth or loss, admissions, census, episodes, patient days, and billable hours for the three months ended June 30, 2021 and the related change from the same period in 2020 (amounts in thousands, except admissions, census, episode data, patient days and billable hours, which are actual amounts; net service revenue excludes implicit price concessions):

 

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The below data for the three months ended June 30, 2021 was impacted by the COVID-19 pandemic.
															Organic (1)						Organic Growth (Loss) %						Acquired (2)						Total						Total Growth (Loss) %
Home health services
Revenue															$	390,048					16.4		%				$	11,489					$	401,537					16.8		%
Revenue Medicare															$	241,375					10.3						$	6,936					$	248,311					10.3
Admissions															108,076						16.4						1,006						109,082						16.7
Medicare Admissions															54,399						8.8						591						54,990						8.8
Average Census															83,297						10.3						2,257						85,554						10.3
Average Medicare Census															43,902						0.9						1,232						45,134						0.7
Home Health Episodes															83,318						6.2						2,345						85,663						5.5
Hospice services																											—
Revenue															$	61,094					1.1						$	3,167					$	64,261					4.9
Revenue Medicare															$	56,888					1.9						$	3,072					$	59,960					6.1
Admissions															4,798						1.1						169						4,967						2.0
Medicare Admissions															4,297						2.6						178						4,475						4.8
Average Census															4,192						(3.0)						262						4,454						1.8
Average Medicare Census															3,953						(1.6)						220						4,173						2.6
Patient days															381,508						(3.0)						23,831						405,339						1.8
Home and community-based services
Revenue															$	46,203					(6.1)						$	2,399					$	48,602					(2.6)
Billable hours															1,744,932						(7.8)						133,206						1,878,138						(2.3)
Facility-based services
LTACHs
Revenue															$	30,635					(3.8)						$	—					$	30,635					(6.5)
Patient days															18,557						(19.1)						1,642						20,199						(14.6)
Other facility-based services
Revenue															$	1,595					(20.4)						$	—					$	1,595					(20.4)
HCI
Revenue															$	6,285					7.4						$	—					$	6,285					7.4
Consolidated
Revenue															$	535,860					12.7						$	17,055					$	552,915					11.6

(1) Organic - combination of same store, a location that has been in service with us for greater than 12 months, and de novo, an internally developed location that has been in service for 12 months or less.

(2) Acquired - purchased location that has been in service with us 12 months or less.

Our home health and hospice segment received the benefit of the suspension of the 2% sequestration payment adjustment for Medicare claims and the LTACHs received the benefit of the suspension of the 2% sequestration payment adjustment and the waiver of site-neutral payments for LTACH Medicare claims.

Cost of service revenue

The following table summarizes cost of service revenue (amounts in thousands, except percentages, which are percentages of the segment’s respective net service revenue): 

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			Three Months Ended June 30,
			2021												2020
Home health services
Salaries, wages and benefits			$	199,789					50.4		%				$	177,533					52.2		%
Transportation			9,230						2.3						8,730						2.6
Supplies and services			10,906						2.8						18,883						5.6
Total			$	219,925					55.5		%				$	205,146					60.4		%
Hospice services
Salaries, wages and benefits			$	28,453					44.6		%				$	26,749					43.8		%
Transportation			1,967						3.1						1,799						2.9
Supplies and services			9,227						14.5						8,723						14.3
Total			$	39,647					62.2		%				$	37,271					61.0		%
Home and community-based services
Salaries, wages and benefits			$	33,925					70.1		%				$	36,081					75.7		%
Transportation			414						0.9						451						0.9
Supplies and services			344						0.7						2,215						4.6
Total			$	34,683					71.7		%				$	38,747					81.2		%
Facility-based services
Salaries, wages and benefits			$	14,887					48.0		%				$	15,926					47.3		%
Transportation			7						—						44						0.1
Supplies and services			5,566						17.9						5,815						17.3
Total			$	20,460					65.9		%				$	21,785					64.7		%
HCI
Salaries, wages and benefits			$	3,108					50.7		%				$	3,666					72.2		%
Transportation			65						1.1						56						1.1
Supplies and services			(16)						(0.3)						41						0.8
Total			$	3,157					51.5		%				$	3,763					74.1		%
Consolidated
Salaries, wages and benefits			$	280,162					51.3		%				$	259,955					53.3		%
Transportation			11,683						2.1						11,080						2.3
Supplies and services			26,027						4.8						35,677						7.4
Total			$	317,872					58.2		%				$	306,712					63.0		%

During 2021, cost of service revenue in our home health segment was impacted by the effective cost mitigation strategies associated with the implementation of PDGM. Cost of service revenue in our home and community-based segment declined due to the lower patient volumes resulting in a decrease in billable hours and a decrease in total costs. Supplies associated with COVID-19 decreased in all segments in 2021 as compared to 2020 as we incurred substantial costs in 2020 to acquire needed personal protective equipment to protect our clinicians during the start of the global pandemic. We continue to purchase additional personal protective equipment; however, we are observing an overall decline in utilization and an overall price per unit decline for these supplies.

General and administrative expenses

The following table summarizes general and administrative expenses (amounts in thousands, except percentages, which are percentages of the segment’s respective net service revenue): 

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			Three Months Ended June 30,
			2021												2020
Home health services
General and administrative			$	120,610					30.4		%				$	107,121					31.5		%
Depreciation and amortization			2,635						0.7						3,088						0.9
Total			$	123,245					31.1		%				$	110,209					32.4		%
Hospice services
General and administrative			$	17,589					27.6		%				$	15,745					25.8		%
Depreciation and amortization			525						0.8						521						0.9
Total			$	18,114					28.4		%				$	16,266					26.7		%
Home and community-based services
General and administrative			$	11,548					23.9		%				$	10,716					22.5		%
Depreciation and amortization			375						0.8						408						0.9
Total			$	11,923					24.7		%				$	11,124					23.4		%
Facility-based services
General and administrative			$	10,119					32.6		%				$	9,230					27.4		%
Depreciation and amortization			787						2.5						935						2.8
Total			$	10,906					35.1		%				$	10,165					30.2		%
HCI
General and administrative			$	2,653					43.3		%				$	2,510					49.4		%
Depreciation and amortization			220						3.6						300						5.9
Total			$	2,873					46.9		%				$	2,810					55.3		%
Consolidated
General and administrative			$	162,519					29.8		%				$	145,322					29.8		%
Depreciation and amortization			4,542						0.8						5,252						1.1
Total			$	167,061					30.6		%				$	150,574					30.9		%

Consolidated general and administrative expenses increased $16.5 million in 2021 as compared to 2020; however, consolidated general and administrative expenses decreased as a percentage of net service revenue from 30.9% to 30.6%. Revenue in our home health segment increased 16.8% in the second quarter of 2021 as compared to the second quarter of 2020 due to the increase in average daily census. This increase in revenue improved our percentage of general and administrative expenses as we leveraged administrative costs in 2021.

Six months ended June 30, 2021 compared to six months ended June 30, 2020

Summary consolidated financial information

The following table summarizes our consolidated results of operations for the six months ended June 30, 2021 and 2020 (amounts in thousands, except percentages, which are percentages of consolidated net service revenue, unless indicated otherwise):

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			2021												2020												Increase (Decrease)
Net service revenue			$	1,070,742											$	1,000,191											$	70,551
Cost of service revenue (excluding depreciation and amortization)			628,144						58.7		%				627,914						62.8		%				230
General and administrative expenses			330,310						30.8						308,440						30.8						21,870
Impairment of intangibles and other			937												600												337
Government stimulus (income)			—												(44,435)												(44,435)
Interest expense			(406)												(3,609)												(3,203)
Income tax expense			22,759						26.2			(1)			18,586						26.4			(1)			4,173
Net income attributable to noncontrolling interests			15,884												18,761												(2,877)
Net income attributable to LHC Group, Inc.’s common stockholders			$	72,302											$	66,716											$	5,586

(1) Effective tax rate as a percentage of income from continuing operations attributable to our common stockholders, excluding the excess tax benefits realized of $2.2 million and $1.6 million during the six months ended June 30, 2021 and 2020, respectively. The effective tax rate for the six months ended June 30, 2020 also benefited from a $2.2 million impact from the enactment of the CARES Act.

Net service revenue

The following table sets forth each of our segment’s revenue growth or loss, admissions, census, episodes, patient days, and billable hours for the six months ended June 30, 2021 and the related change from the same period in 2020 (amounts in thousands, except admissions, census, episode data, patient days and billable hours, which are actual amounts; net service revenue excludes implicit price concessions):

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The below data for the six months ended June 30, 2021 was impacted by the COVID-19 pandemic.
															Organic (1)						Organic Growth (Loss) %						Acquired (2)						Total						Total Growth (Loss) %
Home health services
Revenue															$	767,792					9.4		%				$	15,470					$	783,262					9.2		%
Revenue Medicare															$	480,780					3.2						$	9,697					$	490,477					2.7
Admissions															215,218						7.4						1,786						217,004						7.6
Medicare Admissions															108,378						(0.9)						1,025						109,403						(0.9)
Average Census															83,216						10.2						1,529						84,745						9.7
Average Medicare Census															44,336						—						850						45,186						(0.6)
Home Health Episodes															167,013						0.5						3,260						170,273						(0.7)
Hospice services
Revenue															$	121,525					1.9						$	7,000					$	128,525					5.8
Revenue Medicare															$	112,565					2.4						$	6,819					$	119,384					6.7
Admissions															10,140						4.4						404						10,544						6.2
Medicare Admissions															9,031						5.2						354						9,385						6.7
Average Census															4,188						(1.9)						268						4,456						3.6
Average Medicare Census															3,926						(1.2)						242						4,168						4.1
Patient days															757,927						(2.5)						48,531						806,458						2.3
Home and community-based services
Revenue															$	95,163					(3.6)						$	2,940					$	98,103					(2.1)
Billable hours															3,617,773						(5.8)						161,646						3,779,419						(3.3)
Facility-based services
LTACHs
Revenue															$	63,666					7.6						$	—					$	63,666					7.6
Patient days															39,717						(7.9)						1,642						41,359						7.9
Other facility-based services
Revenue															$	2,592					(47.9)						$	—					$	2,592					(47.9)
HCI
Revenue															$	12,224					(2.3)						$	—					$	12,224					(2.3)
Consolidated
Revenue															$	1,062,962					9.4						$	25,410					$	1,088,372					7.1

(1) Organic - combination of same store, a location that has been in service with us for greater than 12 months, and de novo, an internally developed location that has been in service for 12 months or less.

(2) Acquired - purchased location that has been in service with us 12 months or less.

Our home health and hospice segment received the benefit of the suspension of the 2% sequestration payment adjustment for Medicare claims and the LTACHs received the benefit of the suspension of the 2% sequestration payment adjustment and the waiver of site-neutral payments for LTACH Medicare claims.

Cost of service revenue

The following table summarizes cost of service revenue (amounts in thousands, except percentages, which are percentages of the segment’s respective net service revenue): 

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			Six months ended June 30,
			2021												2020
Home health services
Salaries, wages and benefits			$	392,026					50.9		%				$	377,139					53.3		%
Transportation			18,050						2.3						18,535						2.6
Supplies and services			22,222						2.9						29,912						4.2
Total			$	432,298					56.1		%				$	425,586					60.1		%
Hospice services
Salaries, wages and benefits			$	56,465					44.6		%				$	53,762					44.2		%
Transportation			3,797						3.0						3,739						3.1
Supplies and services			17,955						14.2						17,804						14.6
Total			$	78,217					61.8		%				$	75,305					61.9		%
Home and community-based services
Salaries, wages and benefits			$	68,079					69.8		%				$	73,574					76.5		%
Transportation			830						0.9						941						1.0
Supplies and services			646						0.7						2,685						2.8
Total			$	69,555					71.4		%				$	77,200					80.3		%
Facility-based services
Salaries, wages and benefits			$	30,921					48.0		%				$	30,304					47.9		%
Transportation			17						—						80						0.1
Supplies and services			10,697						16.6						11,743						18.5
Total			$	41,635					64.6		%				$	42,127					66.5		%
HCI
Salaries, wages and benefits			$	6,313					53.0		%				$	7,409					64.7		%
Transportation			116						1.0						148						1.3
Supplies and services			10						0.1						139						1.2
Total			$	6,439					54.1		%				$	7,696					67.2		%
Consolidated
Salaries, wages and benefits			$	553,804					51.7		%				$	542,188					54.2		%
Transportation			22,810						2.1						23,443						2.3
Supplies and services			51,530						4.9						62,283						6.3
Total			$	628,144					58.7		%				$	627,914					62.8		%

During 2021, cost of service revenue in our home health segment was impacted by the effective cost mitigation strategies associated with the implementation of PDGM. Cost of service revenue in our home and community-based segment declined due to the lower patient volumes resulting in a decrease in billable hours and a decrease in total costs. Supplies associated with COVID-19 decreased in all segments in 2021 as compared to 2020 as we incurred substantial costs in 2020 to acquire needed personal protective equipment to protect our clinicians during the start of the global pandemic. We continue to purchase additional personal protective equipment; however, we are observing an overall decline in utilization and an overall price per unit decline for these supplies..

General and administrative expenses

The following table summarizes general and administrative expenses (amounts in thousands, except percentages, which are percentages of the segment’s respective net service revenue): 

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			Six months ended June 30,
			2021												2020
Home health services
General and administrative			$	237,071					30.8		%				$	220,143					31.1		%
Depreciation and amortization			5,571						0.7						6,089						0.9
Total			$	242,642					31.5		%				$	226,232					32.0		%
Hospice services
General and administrative			$	35,164					27.8		%				$	31,856					26.2		%
Depreciation and amortization			1,077						0.9						1,036						0.9
Total			$	36,241					28.7		%				$	32,892					27.0		%
Home and community-based services
General and administrative			$	22,681					23.3		%				$	21,784					22.7		%
Depreciation and amortization			771						0.8						799						0.8
Total			$	23,452					24.1		%				$	22,583					23.5		%
Facility-based services
General and administrative			$	20,535					31.9		%				$	18,679					29.5		%
Depreciation and amortization			1,628						2.5						1,866						2.9
Total			$	22,163					34.4		%				$	20,545					32.4		%
HCI
General and administrative			$	5,318					44.6		%				$	5,593					48.8		%
Depreciation and amortization			494						4.1						595						5.2
Total			$	5,812					48.7		%				$	6,188					54.0		%
Consolidated
General and administrative			$	320,769					30.0		%				$	298,055					29.8		%
Depreciation and amortization			9,541						0.8						10,385						1.0
Total			$	330,310					30.8		%				$	308,440					30.8		%

Consolidated general and administrative expenses increased $21.9 million in 2021 as compared to 2020; however, consolidated general and administrative expenses remained flat as a percentage of net service revenue. Revenue in our home health segment increased 9.2% in 2021 as compared to 2020 due to the increase in average daily census. This increase in revenue maintained our percentage of general and administrative expenses as we leveraged administrative costs in 2021.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our cash balance at June 30, 2021 was $112.1 million and we have $333.8 million of available liquidity from cash and our revolving credit facility, net of $252.9 million liabilities associated with the CAAP. Based on our current plan of operations, including acquisitions, we believe this amount, when combined with expected cash flows from operations and amounts available under our revolving credit facility will be sufficient to fund our growth strategy and to meet our anticipated operating expenses, capital expenditures, and debt service obligations for at least the next 12 months.

Our principal source of liquidity for operating activities is the collection of patient accounts receivable, most of which are collected from governmental and third-party commercial payors. We also have the ability to obtain additional liquidity, if necessary, through our credit facility, which provides for aggregate borrowings, including outstanding letters of credit.

The following table summarizes changes in cash (amounts in thousands): 

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			Six months ended June 30,
			2021						2020
Net cash provided by (used in):
Operating activities			$	(11,824)					$	435,876
Investing activities			(24,687)						(30,677)
Financing activities			(137,950)						(264,119)
Change in cash			$	(174,461)					$	141,080
Cash at beginning of period			286,569						31,672
Cash at end of period			$	112,108					$	172,752

The CARES Act provided additional cash during the three months ended June 30, 2020 and increased our net cash provided by operating activities by $310.7 million of Accelerated and Advance Payments, $44.4 million of Provider Relief Funds, and $17.8 million payment deferral of our portion of social security payroll tax. The initial impact of COVID-19 in 2020 also increased our prepaid medical supplies due to the need of obtaining personal protective equipment to our clinicians and increased our salaries, wages and benefits associated with the increased staffing demands associated with our response to COVID-19.

In 2021, CMS recouped $65.0 million of the Accelerated and Advance Payments and we returned $93.3 million of Provider Relief Funds back to the government. We paid $38.1 million in income taxes, of which $17.3 million related to the CARES Act legislation. These cash outflows were offset by a reduction in our days sales outstanding and stabilized costs for needed personal protective equipment. We did not utilize any proceeds in our credit agreement during 2021 as compared to 2020, which caused the increase in cash used in our financing activities.

Indebtedness

On March 30, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., which was effective on April 2, 2018 (the "Credit Agreement"). The Credit Agreement provides a senior, secured revolving line of credit commitment with a maximum principal borrowing limit of $500.0 million, which includes an additional $200.0 million accordion expansion feature, and a letter of credit sub-limit equal to $50.0 million. The expiration date of the Credit Agreement is March 30, 2023. Our obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its wholly-owned subsidiaries, which assets include the Company’s equity ownership of its wholly-owned subsidiaries and its equity ownership in joint venture entities. Our wholly-owned subsidiaries also guarantee the obligations of the Company under the Credit Agreement.

Revolving loans under the Credit Agreement bear interest at, as selected by us, either a (a) Base Rate, which is defined as a fluctuating rate per annum equal to the highest of (1) the Federal Funds Rate in effect on such day plus 0.5%, (2) the Prime Rate in effect on such day, and (3) the Eurodollar Rate for a one month interest period on such day plus 1.5%, plus a margin ranging from 0.50% to 1.25% per annum or (b) Eurodollar rate plus a margin ranging from 1.50% to 2.25% per annum. Swing line loans bear interest at the Base Rate. We are limited to 15 Eurodollar borrowings outstanding at the same time. We are required to pay a commitment fee for the unused commitments at rates ranging from 0.20% to 0.35% per annum depending upon our consolidated Leverage Ratio, as defined in the Credit Agreement. The Base Rate as of June 30, 2021 was 4.50% and the LIBOR rate was 1.88%.

On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, announced its intention to cease the publication of LIBOR settings for 1-month, 3-month, 6-month, and 12-month LIBOR borrowings immediately on June 30, 2023. The announcement did not identify any successor administrator.

As of June 30, 2021, we had letters of credit outstanding in the amount of $25.4 million under the Credit Agreement, and had approximately $474.6 million of remaining borrowing capacity available under the Credit Agreement. At December 31, 2020, we had $20.0 million drawn and letters of credit outstanding in the amount of $25.4 million under the Credit Facility.

Under the Credit Agreement with JPMorgan Chase Bank, N.A., a letter of credit fee shall be equal to the applicable Eurodollar rate on the average daily amount of the letter of credit exposure. The agent’s standard up-front fee and other customary administrative charges will also be due upon issuance of the letter of credit along with a renewal fee on each anniversary date of such issuance while the letter of credit is outstanding. Borrowings accrue interest under the Credit Agreement at either the Base Rate or the Eurodollar rate, and are subject to the applicable margins set forth below:

 

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Leverage Ratio						Eurodollar Margin						Base Rate Margin						Commitment Fee Rate
≤1.00:1.00						1.50		%				0.50		%				0.200		%
>1.00:1.00 ≤ 2.00:1.00						1.75		%				0.75		%				0.250		%
>2.00:1.00 ≤ 3.00:1.00						2.00		%				1.00		%				0.300		%
>3.00:1.00						2.25		%				1.25		%				0.350		%

Our Credit Agreement contains customary affirmative, negative and financial covenants, which are subject to customary carve-outs, thresholds, and materiality qualifiers. The Credit Facility allows us to make certain restricted payments within certain parameters provided we maintain compliance with those financial ratios and covenants after giving effect to such restricted payments or, in the case of repurchasing shares of its stock, so long as such repurchases are within certain specified baskets.

Our Credit Agreement also contains customary events of default, which are subject to customary carve-outs, thresholds, and materiality qualifiers. These include bankruptcy and other insolvency events, cross-defaults to other debt agreements, a change in control involving us or any subsidiary guarantor, and the failure to comply with certain covenants.

At June 30, 2021, we were in compliance with all debt covenants.

Contingencies

For a discussion of contingencies, see Note 7 of the Notes to Condensed Consolidated Financial Statements, which is incorporated herein by reference.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in these relationships.

Critical Accounting Policies

For a discussion of critical accounting policies, see Note 2 of the Notes to Condensed Consolidated Financial Statements, which is incorporated herein by reference. For a full description of the Company's other critical accounting policies, see Note 2 of the Notes to Consolidated Financial Statements in the 2020 Form 10-K.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk relates to changes in interest rates for borrowings under our credit facility. Our letter of credit fees and interest accrued on our debt borrowings are subject to the applicable Eurodollar or Base Rate. A hypothetical basis point increase in interest rates on the average daily amounts outstanding under the credit facility would not have increased our interest expense for the six months ended June 30, 2021.

ITEM 4.    CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We established disclosure controls and procedures which are designed to provide reasonable assurance of achieving their objectives and to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) is recorded, processed, summarized, disclosed and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to our management and Board of Directors to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q, as of June 30, 2021, under the supervision and with the participation of management, including the principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.

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Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2021, the end of the period covered by this Quarterly Report.

Changes in Internal Controls Over Financial Reporting

We, including the principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and, based on an evaluation of the controls and procedures, the principal executive officer and principal financial officer concluded the disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2021, the end of the period covered by this Quarterly Report.

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PART II — OTHER INFORMATION

 

ITEM 1.    LEGAL PROCEEDINGS.

For a discussion of legal proceedings, see Note 7 of the Notes to Condensed Consolidated Financial Statements, which is incorporated herein by reference.

ITEM 1A.    RISK FACTORS.

There have been no material changes in the Company’s risk factors from those in Part I, Item 1A, “Risk Factors” of our 2020 Form 10-K. 

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

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ITEM 6.    EXHIBITS.

 

3.1			Amended and Restated Certificate of Incorporation of LHC Group, Inc. (previously filed as an Exhibit 3.1 to LHC Group’s Form 8-K filed on April 2, 2018).
3.2			Bylaws of LHC Group, Inc. as amended on December 31, 2007 (previously filed as Exhibit 3.2 to LHC Group’s Form 10-Q filed on May 9, 2008).
4.1			Specimen Stock Certificate of LHC Group’s Common Stock, par value $0.01 per share (previously filed as Exhibit 4.1 to LHC Group’s Form S-1/ A (File No. 333-120792) filed on February 14, 2005).
10.1			Amended and Restated Employment Agreement between Bruce D. Greenstein and LHC Group, Inc., effective July 1, 2021
31.1			Certification of Keith G. Myers, Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Dale G. Mackel, Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of Chief Executive Officer and Chief Financial Officer of LHC Group, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Schema Document
101.CAL			XBRL Calculation Linkbase Document
101.DEF			XBRL Definition Linkbase Document
101.LAB			XBRL Label Linkbase Document
101.PRE			XBRL Presentation Linkbase Document

Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulation S-T that the interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is “unaudited” or “unreviewed.”

*This exhibit is furnished to the SEC as an accompanying document and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and the document will not be deemed incorporated by reference into any filing under the Securities Act of 1933.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

						LHC GROUP, INC.
						(Registrant)
Date: August 5, 2021						/s/ Dale G. Mackel
						Dale G. Mackel
						Chief Financial Officer       (Principal financial officer)

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