Board Of Directors Meeting March 28, 2019 - Covenant Hospice

Transcription

Board of Directors MeetingMarch 28, 2019

COVENANT HEALTH AND COMMUNITY SERVICES, INC.BOARD OF DIRECTORS MEETINGMarch 28, 2019 at 8:30 a.m.Conference Call: 646.749.3122Access Code: 113.530.957#CONVENING OF MEETINGTOM OWENSCONSENT AGENDAMINUTES OF THE ANNUAL MEETING OFCOVENANT HEALTH AND COMMUNITYSERVICES, INC. OF JANUARY 24, 2019CORPORATE RESOLUTIONS***** TOM OWENS***** MARTY FRANKLINODIN BERGAGENDA10 MINS 2018 AUDITED CONSOLIDATED FINANCIALSTATEMENTS5 MINS FEBRUARY 2019 AND YTD FINANCIAL REPORTS10 MINS HOME HEALTH CARE EXPANSION STRATEGY;COVENANT HOME HEALTH5 MINS REVISED 2019 BUDGET5 MINS 2019 QUALITY ASSURANCE PERFORMANCEIMPROVEMENT PLAN30 MINS THREE-YEAR HORIZON STRATEGIC PLAN***** MARTY FRANKLINSC&G***** MARTY FRANKLINJEFF MISLEVYODIN BERG***** MARTY FRANKLINODIN BERG***** DIANE SPARKKARA BENEDICTODIN BERGANDY EDEBURGOTHER BUSINESS AS SUBMITTEDTOM OWENSADJOURNMENTTOM OWENSNOTES: **** DENOTES VOTE OR OTHER ACTION REQUIREDAN EXECUTIVE SESSION WILL BE HELD IMMEDIATELY FOLLOWINGADJOURNMENT OF THE BOARD MEETING1

Covenant Health and Community Services, Inc.ANNUAL MEETING OF THE BOARD OF DIRECTORSThursday, January 24, 2019MINUTESMEMBERS PRESENT:Susan DavisTeresa Dos SantosRodney GuttmannCarey KingJeff MislevyTom OwensBrett ParraDon HaferkampSteve SarrosXan SmithMEMBERS ABSENT:Jamie CampbellJanet KinneyKent SkolroodXan SmithLEADERSHIP STAFF:Amy BajjalyKara BenedictOdin BergTodd FisherMartin FranklinDiane SparksAaron WestLEGAL COUNSEL:Robert JonesINTRODUCTIONMr. Owens convened the meeting at 11:35 a.m. and thanked everyone for attending.PRESIDENT’S REPORTMr. Mislevy gave an update on current activities. Notable was the acquisition opportunity with CapitalHome Health in Tallahassee. Mr. Mislevy explained that an asset purchase agreement had beenexecuted subsequent to the approval by the Executive Committee. Acquiring Capital’s home healthlicense would allow Covenant to provide home health services in four additional counties Gadsden,Jefferson, Leon, and Wakulla, located in District 2. Mr. Mislevy explained the purchase termsincluded: Purchase price: 2.875M with 15% escrow (12/18 months) Valuation range: 2.7-4.4M; FMV opinion: 3-3.2M Seller to continue under employment agreement; key employees retained Debt finance: all debt but building extinguished by seller 30 days to complete due diligence: termination for material findings2

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.Mr. Mislevy stated that the acquisition would provide Covenant Care with expansion and growthopportunities otherwise unattainable due to the state’s current home health moratorium.2018 KEY PERFORMANCE INDICATORS; 2019 ANNUAL PERFORMANCE INCENTIVEPLANMr. Mislevy presented the final 2018 Key Performance Indicators (KPI) Report for review anddiscussion. A copy of the report was provided in the handouts. An explanation on each of the fivemeasures was provided along with respective year-end outcomes. Also, 2018 key accomplishmentsassociated with each pillar were presented as well.Mr. Mislevy presented the proposed 2019 KPI/Annual Performance Incentive Plan for the five pillarmeasures: Service, People, Quality, Finance and Growth. A copy of the plan was provided in thehandouts. After discussion, Mr. Mislevy explained that the proposed 2019 KPI Dashboard would befurther reviewed and approved by the Compensation Committee at its February meeting.OPERATIONAL SERVICE LINE REPORTMr. Fisher presented the Operational Service Line Report. A copy of the report was provided in thehandouts. The overview of the report included enterprise growth, expansion, integration, andtransformation objectives pertinent to each service line: Hospice, Home Health, Memory Care,Palliative Care, and Home Care.CONSOLIDATED FINANCIAL REPORT - YE DECEMBER 31, 2018Mr. Franklin presented the Consolidated December 201 and YTD Financial Report. A copy of thereport was provided in the handouts. The following highlights were included in the discussion: 2018 year-end operating margin was 210,103; .3%Excess revenues over expenses was 2,326,485After discussion, Mr. Owens called for a motion to approve the Consolidated December 2018 andYTD Financial Report.A motion was made and passed.2019 COVENANT CARE - CONSOLIDATED BUSINESS PLAN AND BUDGETMr. Berg gave an overview of the 2019 Covenant Care Business Plan and Budget. A copy of the planand budget was provided in the handouts. The following was discussed: Projected average daily census Projected revenue and expenses Key planning factorso Hospice volumes3

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.oooooooooHome Health Care volumesThe Residence: capacity and volumesCompensationEmployee benefits: health insuranceBay Medical Care CenterCapital expenditures: West Florida Care Center; other projectsPalafox Street propertyInterest expenseMedical Services OfficeAfter discussion, Mr. Owens called for a motion to approve the 2019 Covenant Care ConsolidatedBusiness Plan and BudgetA motion was made and passedORGANIZATIONAL INTEGRITYMs. Benedict presented the Organizational Integrity Report. A copy of the report was provided in thehandouts. Updates on Risk Management and Corporate Compliance were provided which includedareas such as Health Integrity/AHCA litigation, medical malpractice, physician contracts, and medicalstaff peer review activities. Ms. Sparks gave a Quality Report on hospice and home health servicelines. A copy of the report was provided in the handouts. Also, an explanation was given on thevarious components of the enterprise-wide 2019 Quality Assurance and Performance Improvementplan.MINUTESMr. Owens called for a motion to approve the Covenant Health and Community Services Board ofDirectors Meeting of November 15, 2018.A motion was made and the minutes were approved as submitted.NEW BUSINESSELECTION OF DIRECTORS AND OFFICERS FOR COVENANT HEALTH ANDCOMMUNITY SERVICES, INC.Mr. Owens presented the following 2019 Slate of Directors and Officers as provided in the handouts.New MembersMiller Caldwell, IIIPeter Jennings, MDCurrent Directors for re-election for second 3-year term:Rodney Guttmann4

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.Carey KingSteve SarrosXan SmithOfficers:Tom Owens, ChairRodney Guttmann, Vice ChairXan Smith, TreasurerCarey King, SecretaryJeff Mislevy, President and CEOMr. Owens called for a motion to approve the election of the 2019 Directors and Officers for CovenantHealth and Community Services, Inc. as presented.A motion was made and passed.ELECTION OF DIRECTORS AND OFFICERS FOR COVENANT HOSPICE, INC.Mr. Owens presented the following 2019 Slate of Directors and Officers as provided in the handouts:New MembersMiller Caldwell, IIIPeter Jennings, MDCurrent Directors for re-election for second 3-year term:Rodney GuttmannCarey KingSteve SarrosXan SmithOfficers:Tom Owens, ChairRodney Guttmann, Vice ChairXan Smith, TreasurerCarey King, SecretaryJeff Mislevy, President and CEOMr. Owens called for a motion to approve the election of the 2019 Directors and Officers for CovenantHospice, Inc. as presented.The motion was made and passed.ELECTION OF DIRECTORS AND OFFICERS FOR COVENANT HOSPICEFOUNDATION, INC.5

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.Mr. Owens presented the following 2019 Slate of Directors and Officers for Covenant HospiceFoundation as provided in the handouts:New Directors:Jessica LeeJoe BoylesMadrina CianoOdin BergSusan DavisDennis BarnesBen LeeOfficers:Jessica Lee, ChairJoe Boyles, Vice ChairOdin Berg, TreasurerMadrina Ciano, SecretaryJeff Mislevy, President and CEOMr. Owens called for a motion to approve the election of the 2019 Directors and Officers for CovenantHospice Foundation, Inc. as presented.The motion was made and passed.ELECTION OF DIRECTORS AND OFFICERS FOR COVENANT AT HOME, INC.Mr. Owens presented the following 2019 Slate of Directors and Officers for Covenant At Home, Inc.,as provided in the handouts:New DirectorMartin FranklinCurrent Directors for re-election for a 1-year term:Dr. Jim SmithJeff MislevyTodd FisherOfficers:Martin Franklin, ChairDr. Jim Smith, Vice ChairJeff Mislevy, TreasurerTodd Fisher, SecretaryMr. Owens called for a motion to approve the election of the 2019 Slate of Directors and Officers forCovenant At Home, Inc.6

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.The motion was made and passed.ELECTION OF DIRECTORS AND OFFICERS FOR COVENANT ALZHEIMER’SSERVICESNew Director:Martin FranklinOfficers:Martin Franklin, ChairDr. Jim Smith, Vice ChairJeff Mislevy, TreasurerTodd Fisher, SecretaryMr. Owens called for a motion to approve the election of the 2019 Slate of Directors and Officers forCovenant Alzheimer’s Services, Inc.A motion was made and passedRESOLUTION FOR BOARD ANNUAL CERTIFICATION OF CORPORATE POLICIES,PROCEDURES, AND BY-LAWSRESOLVED, that the Board of Directors of Covenant Health and Community Services, Inc., inaccordance with Alabama, Florida, and Federal requirements, hereby certifies that, during2018, reviews of the Corporate policies, procedures, and By-Laws were conducted from time totime and that any and all necessary changes, amendments, additions, and updates were madeand approved.RESOLUTIONS FOR SIGNATURE AUTHORITY FOR FINANCIAL INSTITUTIONSRESOLVED, that the Board of Directors of Covenant Health and Community Services doeshereby authorize the following Officers of the Corporation to authorize the deposit, transfer,and withdrawal of funds from the Corporation's banking and investment accounts withincurrently approved policies and procedures, with any and all transactions requiring thesignature of at least two of the below listed authorized individuals, and further authorizes thePresident and CEO to authorize the management of deposited funds in accordance withapproved corporate policies and procedures:”Officers:Rodney GuttmannXan SmithCarey KingJeff MislevyStaff: Martin FranklinOdin BergJudi AshlineMr. Owens stated for the record that he was prevented from signature authority in accordance withBranch Banking and Trust Company’s code of ethics.7

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.RESOLVED, that the Board of Directors of Covenant Health and Community Services, Inc.does hereby authorize the following individuals of Covenant Palliative Care Services, LLC,Covenant Home Health Holdings, LLC, Covenant Home Health Care, LLC, CHCS IPHoldings, LLC, Covenant Capital Home Health, LLC, Covenant Help at Home, LLC, andCovenant Memory Care Center at the Joyce Goldenberg Campus, LLC to authorize the deposit,transfer, and withdrawal of funds from the LLCs’ banking accounts within currently approvedpolicies and procedures, with any and all transactions requiring the signature of one of thebelow listed authorized individuals, and further authorizes the President and CEO to authorizethe management of deposited funds in accordance with approved corporate policies andprocedures.Staff: Jeff MislevyMartin FranklinOdin BergMr. Owens called for a motion to adopt the above-stated corporate resolutions.A motion was made and passed.2018 EMPLOYEE ENGAGEMENT REPORT; 2019 ENGAGEMENT PLANMs. Bajjaly presented the 2018 Employee Engagement Report and 2019 Engagement Plan. A copy ofthe documents was provided in the handouts. Ms. Bajjaly noted the significant improvement inCovenant’s 2018 Grand Mean Engagement Score of 4.26 over 4.02 in 2017. Also, 59% of teammembers are “engaged,” up from 49% in 2017. The 2018 results showed improvement on all of thetwelve “Q12” questions. Ms. Bajjaly reviewed the 2019 KPI People Pillar objectives and milestonesas well.2019 FOUNDATION PLANMr. West presented the 2019 Foundation Plan. Growth opportunities included: Recruitment of a full-time fundraiser to mobilize Dothan area giving Identification of regional volunteer fundraisers (Dothan, Mobile, Tallahassee, Panama City)Mr. West explained that the effects of Hurricane Michael and the loss a full-time fundraising employeein the Panama City area posed a challenge for 2019. However, the newly-established FoundationBoard was well-suited to achieve the Foundation’s financial goals.RETIREMENT PLANMr. Franklin gave an overview of the 2018 Retirement Plan Committee Report. A copy of the reportwas provided in the handouts. The report provided certification of meetings, the transition of proposalsto programs, audit results, and total assets managed under the 2018 plan. Mr. Owens stated that he didnot participate in the selection of the plan manager nor did he provide investment advice on behalf ofthe Retirement Plan.8

ANNUAL MEETING OF COVENANT HEALTH AND COMMUNITY SERVICESJanuary 24, 2019Cont.OLD BUSINESSNone.ADJOURNMENTThere being no further business to discuss, the meeting is adjourned at 1:40 p.m.Submitted By: Carey King, Secretary9

COVENANT HEALTH AND COMMUNITTY SERVICES, INC.CORPORATE RESOLUTIONSRESOLUTION 1:“The Board of Directors of Covenant Health and Community Services, Inc. does herebyauthorize the following Officers of the Corporation to authorize the deposit, transfer, andwithdrawal of funds from the Corporation's banking and investment accounts withincurrently approved policies and procedures, with any and all transactions requiring thesignature of at least two of the below listed authorized individuals, and further authorizesthe President and CEO to authorize the management of deposited funds in accordancewith approved corporate policies and procedures:”Officers:Rodney GuttmannXan SmithCarey KingJeff MislevyStaff: Martin FranklinOdin BergTodd FisherRESOLUTION 2:“The Board of Directors of Covenant Hospice, Inc. does hereby authorize the followingofficers and staff members of the Corporation to authorize the deposit and withdrawal offunds from the Corporation’s banking accounts, with any and all withdrawals requiringthe signature of at least two of the listed authorized persons, or within the Boardauthorization and policies previously specified for electronic signatures, as follows:”Officers:Rodney GuttmannXan SmithCarey KingJeff MislevyStaff: Martin FranklinOdin BergTodd FisherRESOLUTION 3:“The Board of Directors of Covenant Hospice Foundation, Inc. does hereby authorize thefollowing Officers of the Corporation to authorize the deposit, transfer, and withdrawal offunds from the Corporation's banking and investment accounts within currently approvedpolicies and procedures, with any and all transactions requiring the signature of at leasttwo of the below listed authorized individuals, and further authorizes the President andCEO to authorize the management of deposited funds in accordance with approvedcorporate policies and procedures:”Officer: Jeff MislevyStaff: Martin FranklinOdin BergTodd Fisher10

CORPORATE RESOLUTIONSCont.RESOLUTION 4:“The Board of Directors of Alzheimer’s Family Services, Inc. does hereby authorize thefollowing Officers of the Corporation to authorize the deposit, transfer, and withdrawal offunds from the Corporation's banking and investment accounts within currently approvedpolicies and procedures, with any and all transactions requiring the signature of at leasttwo of the below listed authorized individuals, and further authorizes the President andCEO to authorize the management of deposited funds in accordance with approvedcorporate policies and procedures:”Officers:Martin FranklinJames Smith, DOJeff MislevyTodd FisherStaff: Odin BergRESOLUTION 5:“The Board of Directors of Covenant At Home, Inc. does hereby authorize the followingOfficers of the Corporation to authorize the deposit, transfer, and withdrawal of fundsfrom the Corporation's banking and investment accounts within currently approvedpolicies and procedures, with any and all transactions requiring the signature of at leasttwo of the below listed authorized individuals, and further authorizes the President andCEO to authorize the management of deposited funds in accordance with approvedcorporate policies and procedures:”Officers:Martin FranklinJames Smith, DOJeff MislevyTodd FisherStaff: Odin BergRESOLUTION 6:The Board of Directors of Covenant Health and Community Services, Inc. does herebyauthorize the following individuals of Covenant Palliative Care Services, LLC, CovenantHome Health Holding, LLC, Covenant Home Health Care, LLC, CHCS IP Holdings,LLC, Covenant Capital Home Health, LLC, Covenant Help at Home, LLC, and CovenantMemory Care Center at the Joyce Goldenberg Campus, LLC to authorize the deposit,transfer, and withdrawal of funds from the LLCs’ banking accounts within currentlyapproved policies and procedures, with any and all transactions requiring the signature ofone of the below listed authorized individuals, and further authorizes the President andCEO to authorize the management of deposited funds in accordance with approvedcorporate policies and procedures.Staff: Jeff MislevyMartin FranklinOdin BergTodd Fisher11

CORPORATE RESOLUTIONSCont.RESOLUTION 7:“RESOLVED, that the corporation lease from Enterprise Fleet Management, hereinaftercalled Enterprise, from time to time, such motor vehicles upon such terms and conditions, as inthe judgment of Officers or employees hereinafter authorized, Covenant Hospice, Inc. mayrequire.RESOLVED FURTHER, that the following individuals are authorized and empoweredon behalf of and in the name of Covenant Hospice, Inc. to execute Motor Vehicle Leases withEnterprise on such terms as may be agreed to by said person.Jeff MislevyMartin FranklinOdin BergRESOLVED FURTHER, that Enterprise is authorized to act upon this resolution untilwritten notice of its revocation is received by Enterprise.”RESOLUTION 8:“RESOLVED, that the Covenant Hospice Board of Directors approves the terms of theproposed lease of properties located at 1901 and 2001 North Palafox Street in Pensacola, for aninitial five-year term, followed by two subsequent optional five-year renewals. The leasecontains an initial monthly lease rate of 25,321.72, increasing at an annual rate of 2% over theterm of the lease. Occupancy is to occur May 1, 2019.RESOLVED, the Board approves the execution of all documents and actions necessaryfor management to complete this transaction.”12

Consolidated Financial ResultsMonth of February 2019ACTUALBUDGETNET REVENUE5,511,0715,415,68795,385DIRECT CARE EXPENSES3,524,4273,562,674(38,247)CONTRIBUTION FROM OPERATIONSCONTRIBUTION %GENERAL & ADMINISTRATIVE EXPENSESOtherPayrollBenefitsAllocation from CHCSTOTAL G&A EXPENSESOPERATING MARGINOPERATING MARGIN )-0.7%-1.1%7,195,4387,416,228(220,790)-3.0%7.2% ,511)-2.4%348,894-129.5%3.1%NON-OPERATING REVENUESOther Non-Operating RevenuesOther Non-Operating 13-34.6%-6.4%NET NON-OPERATING 9)(15,256)25.6%EXCESS OF REVENUE OVER )333,637-101.4%13

Consolidated Operating MarginTrailing Twelve Months 250,000 200,000 189,109 180,108 150,000 113,379 100,000 83,765 71,039 41,250 50,000 15,598 8,344Dec-18Jan-19 0( 26,639)( 30,262)( 58,251)( 50,000)( 96,974)( 100,000)( Oct-18Nov-18Feb-1914

Consolidated Operating MarginPost Hurricane Michael 80,000 71,039 60,000 40,000 15,598 20,000 8,344 0( 20,000)( 30,262)( 40,000)( 60,000)( 80,000)( 96,974)( 100,000)( 120,000)Oct-18Nov-18Dec-18Jan-19Feb-1915

Covenant HospiceCOVENANT HOSPICE, INC.2019MONTHFEBBUDGETVARIANCE%INCOME STATEMENTYEAR TOVARIANCEFY 2019DATEYEAR TO%DATE BUDGET VARIANCE VARIANCE4,064,3983,897,383167,0164.3%NET PATIENT/FAMILY CARE ,468(49,716)-1.8%TOTAL PATIENT/FAMILY CARE ,056,915216,73220.5%CONTRIBUTIONS FROM ,604(90,957)-2.2%27.1%4.2%CONTRIBUTION %2,759,750(32,132)-1.2%OPERATING MARGIN(176,074)(547,415)371,341-67.8%OPERATING MARGIN %(13,990)-48.0%NON OPERATING INCOME(75,805)(258,559)182,754-70.7%EXCESS OF REVENUE OVER EXPENSES4.7%3.4%2,727,61829,143-6.5%27.1%TOTAL G&A EXPENSES15,152-1.8%30.5%MARGIN %20,08920,138(49)717719(2)4959(10)AVERAGE LENGTH OF .9%4.3%PATIENT DAYS41,77942,154(375)AVERAGE DAILY CENSUS1,4921,505(13)4859(11)87671616016

Covenant HospiceAverage Daily CensusTrailing Twelve ul-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-1917

Covenant HospiceAverage Daily CensusPost Hurricane 18Jan-19Feb-1918

Covenant Home Health CareCOVENANT HOME HEALTH CARE, 4,242)-5.1%TOTAL PATIENT CARE 5,520)-7.2%49.7%50.8%INCOME STATEMENTYEAR TOYEAR TOVARIANCEFY 2019DATEDATE AL PATIENT CARE IONS FROM NTRIBUTION 4,243)-11.1%OPERATING MARGIN320,077345,922(25,846)-7.5%1,291-6.3%NON OPERATING INCOME/(EXPENSE)13,9279.3%EXCESS OF REVENUE OVER 90(11)-2.8%TOTAL ADMISSIONS32.0%30.0%0.9066 2,360 14.1%MARGIN %2.0%0.0%939,640OPERATING MARGIN %2.3%50.8%835,39711.9%2,49650.8%%VARIANCETOTAL G&A EXPENSES13.7%1.0266 %AVERAGE DAILY CENSUSRECERTIFICATION RATE0.120013.2%AVERAGE MEDICARE CASE MIX WEIGHT1365.8%AVERAGE MEDICARE REIMBURSEMENT PER (606)-3.7%811822(11)-1.3%31.5%30.0%1.0126 0.4%2,4450.2%1.5%0.9066 2,360 0.106011.7%853.6%19

Covenant Home Health CareAverage Daily CensusTrailing Twelve l-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-1920

The Residence Memory Care CenterTHE RESIDENCE MEMORY CARE )-36.0%33.6%44.9%%INCOME STATEMENTYEAR TOYEAR TOVARIANCEFY 2019DATEDATE BUDGETVARIANCENET 78)-0.2%84,688109,032(24,344)TOTAL RESIDENT CARE EXPENSESCONTRIBUTION ,701(17,854)-152.6%GENERAL & ADMINISTRATIVE 6.6%12,876(18,015)-139.9% -5.5%8.9%OPERATING MARGIN-14.4%(5,139)-2.2%90590500.0%TOTAL NON-OPERATING REVENUE & EXPENSES1,810(7,058)10,796(17,854)-165.4%EXCESS OF REVENUE OVER EXPENSES(6,949)571644(73)-11.3%RESIDENT DAYS20.423.0(2.6)-11.3%AVERAGE DAILY 31,357(144)-10.6%20.623.0(2.4)-10.6%21

The Residence Memory Care CenterAverage Daily CensusTrailing Twelve -18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-1922

Other EntitiesOTHER ENTITIES2019MONTHFEBBUDGET%VARIANCE VARIANCEFINANCIAL SUMMARYYEAR TOFY 2019DATEYEAR TO%DATE BUDGET VARIANCE VARIANCECOVENANT HOSPICE FOUNDATION36,15628,5687,58826.6%OPERATING EXCESS OF REVENUE OVER EXPENSES60,04854,4915,557-10.2%COVENANT CAREGIVERS (PRIVATE DUTY)(188)(1,337)1,149-85.9%OPERATING .9%EXCESS OF REVENUE OVER EXPENSES(1,212)(2,805)1,59356.8%COVENANT HEALTH AND COMMUNITY SERVICES(73,074)(89,773)16,699-18.6%OPERATING )16,32418.2%EXCESS OF REVENUE OVER EXPENSES(165,879)(181,835)15,9568.8%23

Consolidated Balance SheetFebruary 28, 2019AssetsCash and Investments Net Accounts Receivable24,298,44712,143,670Other Receivables2,420,520Prepaid Expenses1,239,800Other Current Assets1,383,681Total Current Assets Net Property, Plant and Equipment41,486,11916,154,106Goodwill and Other Intangible Assets9,403,110Total Assets 67,043,335Liabilities and Net AssetsAccounts PayableAccrued ExpensesOther Current LiabilitiesTotal Current LiabilitiesMortgage PayableOther Long Term LoansLines of CreditTotal Long Term Liabilities 2,767,2733,402,4223,551,6129,721,307 5,467,7276,557,4446,310,00018,335,172Total LiabilitiesUnrestricted Net AssetsBoard Designated Net AssetsDonor Restricted Net Assets 28,056,479 35,056,762911,1413,018,953Total Net Assets 38,986,856Total Liabilities and Net Assets 67,043,33524

Covenant HospiceFebruary 2019 Balance Sheet Key RatiosDAYS CASH & INVESTMENTS ON HAND133DAYS UNRESTRICTED CASH & INVESTMENTS ON HAND39 NOTE 1DAYS REVENUE OUTSTANDING65 NOTE 2DAYS PAYABLE OUTSTANDING34DEBT TO FUND BALANCECURRENT RATIO45.83%NOTE 34.1 NOTE 4NOTES:1. Approx. 15,900,000 of the Covenant Hospice investment portfolio is restricted tosatisfy the requirements of a loan commitment.2. After deducting the net valuation of Florida Medicaid Managed Care receivables,Days Revenue Outstanding are 423. “Debt” is defined as bond and loan indebtedness.4. “Current ratio” Current assets divided by current liabilities25

Revised 2019 Budget26

Covenant CareConsolidated Income StatementActual2018Budget2019Variance2019% Inc/(Dec)2019NET PATIENT/FAMILY CARE/PROGRAM REVENUE71,394,64571,683,382215,2500.3%TOTAL PATIENT/FAMILY CARE TIONS FROM ION %33.5%34.1%0.6%1.9%GENERAL & ADMINISTRATIVE EXPENSESOther DirectPayrollBenefitsAllocation from %9.7%TOTAL G&A EXPENSES23,741,31123,870,124323,1901.4%OPERATING MARGIN210,103550,483200,97857.5%OPERATING MARGIN %NON-OPERATING REVENUESOther Non-Operating RevenuesOther Non-Operating 9785,632(1,449,969)391,151-64.7%99.2%NET NON-OPERATING REVENUE2,116,3836,037(1,841,119)-99.7%EXCESS OF REVENUE OVER EXPENSES2,326,485556,520(1,640,142)-74.7%27

Covenant CareChange to 2019 BudgetCategoryOperating IncomeNet IncomeAs presented inNovember 550,483 556,520Change for HHAexpansion (909,827) (909,827)Revised, as of02/27/19 (359,344) (353,307)28

COVENANT HOSPICE, INC.BOARD OF DIRECTORS MEETINGMarch 28, 2019CONSENT AGENDACONVENING OF MEETINGTOM OWENSMINUTES OF THE COVENANT HOSPICE, INC.ANNUAL MEETING OF JANUARY 24, 2019***** TOM OWENSCOVENANT CARE FEBRUARY 2019 ANDYTD FINANCIAL STATEMENTS***** ODIN BERGOTHER BUSINESS AS SUBMITTEDTOM OWENSADJOURNMENTTOM OWENSNOTES: **** DENOTES VOTE OR OTHER ACTION REQUIRED29

Covenant Hospice, Inc.ANNUAL MEETING OF THE BOARD OF DIRECTORSThursday, January 24, 2019MINUTESMEMBERS PRESENT:Susan DavisTeresa Dos SantosRodney GuttmannCarey KingJeff MislevyTom OwensBrett ParraDon HaferkampSteve SarrosXan SmithMEMBERS ABSENT:Jamie CampbellJanet KinneyKent SkolroodXan SmithLEADERSHIP STAFF:Amy BajjalyKara BenedictOdin BergTodd FisherMartin FranklinDiane SparksAaron WestLEGAL COUNSEL:Robert JonesINTRODUCTIONMr. Owens convened the meeting at 11:35 a.m. and thanked everyone for attending.CONSOLIDATED FINANCIAL REPORT - YE DECEMBER 31, 2018Mr. Franklin presented the Consolidated December 2019 and YTD Financial Report. A copy of thereport was provided in the handouts. The following highlights were discussed. 2018 year-end operating margin was 210,103; .3%Excess revenues over expenses was 2,326,485After discussion, Mr. Owens called for a motion to approve the Consolidated December 2018 andYTD Financial Report.A motion was made and passed.30

ANNUAL MEETING OF COVENANT HOSPICE, INC.January 24, 2019Cont.MINUTESMr. Owens called for a motion to approve the minutes of the Covenant Hospice Board of DirectorsMeeting of November 15, 2018.A motion was made and the minutes were approved as submitted.NEW BUSINESSRESOLUTIONS FOR SIGNATURE AUTHORITY FOR FINANCIAL INSTITUTIONSRESOLVED, that the Board of Directors of Covenant Hospice, Inc. does hereby authorize thefollowing officers and staff members of the Corporation to authorize the deposit and withdrawal offunds from the Corporation’s banking accounts, with any and all withdrawals requiring the signature ofat least two of the listed authorized persons, or within the Board authorization and policies previouslyspecified for electronic signatures, as follows:”Officers:Rodney GuttmannXan SmithCarey KingJeff MislevyStaff: Martin FranklinOdin BergJudy AshlineMr. Owens stated for the record that he was prevented from signature authority in accordance withBranch Banking and Trust Company’s code of ethics.RATIFICATION OF ELECTION OF DIRECTORS AND OFFICERS FOR COVENANTHOSPICE, INC.Mr. Owens presented the following corporate resolutions to ratify the election of 2019 CovenantHospice, Inc. Directors and Officers:RESOLVED, that the Board of Directors of Covenant Hospice, Inc. does hereby accept andendorse the election and re-election of the Directors for the Corporation as selected by vote ofthe Board of Directors of Covenant Health and Community Services, Inc., in accordance withthe By-Laws of each Corporation.RESOLVED, that the Board of Direct

covenant health and community services, inc. board of directors meeting . march 28, 2019 at 8:30 a.m. conference call: 646.749.3122 . access code: 113.530.957# convening of meeting tom owens . consent agenda . minutes of the annual meeting of covenant health and community services, inc. of january 24, 2019 ***** tom owens