Table of Contents



 

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 September 30, 2022March 31, 2023

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    001-13489

 

nhc20220930_10qimg001.jpg

image01.jpg
 

(Exact name of registrant as specified in its Charter)

  

Delaware

52-2057472

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization

Identification No.)

  

100 E. Vine Street

Murfreesboro, TN

37130

(Address of principal executive offices)

(Zip Code)

  

(615) 890–2020

Registrant's telephone number, including area code

  

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

 

Title of each class

Trading

Symbols(s)

Name of each exchange on which

registered

Common, $0.01 par value

NHC

NYSE American

 

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 ☒ 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit such files).    Yes ☒      No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large Accelerated filer ☒

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 is defined in Rule 12b–2 of the Exchange Act). Yes ☐   No ☒

 

15,344,10315,320,443 shares of common stock of the registrant were outstanding as of NovemberMay 1, 2022.2023.

 



 

1

  

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

Page

Item 1.

Financial Statements

3

   

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2524

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3735

   

Item 4.

Controls and Procedures

3735

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

3836

   

Item 1A

Risk Factors

3836

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3836

   

Item 3.

Defaults Upon Senior Securities

3836

   

Item 4.

Mine Safety Disclosures

3836

   

Item 5.

Other Information

3836

   

Item 6.

Exhibits

3937

 

2

  

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

 

 

Three Months Ended

September 30

  

Nine Months Ended

September 30

  

Three Months Ended

March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
  

Revenues and grant income:

  

Net patient revenues

 $260,247  $254,817  $776,661  $708,648  $258,007  $256,337 

Other revenues

 10,596  11,491  33,584  33,916  11,556  12,026 

Government stimulus income

  -   10,429   10,940   48,304   -   10,620 

Net operating revenues and grant income

 270,843  276,737  821,185  790,868  269,563  278,983 
  

Cost and expenses:

  

Salaries, wages, and benefits

 173,198  170,235  518,828  483,263  167,824  170,694 

Other operating

 72,883  73,109  218,279  204,211  71,489  74,085 

Facility rent

 10,294  10,204  30,770  30,437  10,092  10,065 

Depreciation and amortization

 10,253  10,229  30,011  30,521  10,048  9,757 

Interest

  137   198   451   657   98   165 

Total costs and expenses

  266,765   263,975   798,339   749,089   259,551   264,766 
  

Income from operations

 4,078  12,762  22,846  41,779  10,012  14,217 
  

Other income:

  

Non–operating income

 2,731  3,399  8,451  15,245  4,323  3,199 

Gain on acquisition of equity method investment

 -  -  -  95,202 

Unrealized losses on marketable equity securities

  (11,056

)

  (23,797

)

  (11,479

)

  (23,227

)

Unrealized gains on marketable equity securities

  1,386   3,126 
  

Income/(loss) before income taxes

 (4,247

)

 (7,636

)

 19,818  128,999 

Income tax (provision)/benefit

  1,140   4,090   (5,415

)

  (5,907

)

Net income/(loss)

 (3,107

)

 (3,546

)

 14,403  123,092 

Net (income)/loss attributable to noncontrolling interest

  678   198   1,689   (290

)

Income before income taxes

 15,721  20,542 

Income tax provision

  (4,436)  (5,193

)

Net income

 11,285  15,349 

Net loss/(income) attributable to noncontrolling interest

  438   (31

)

  

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Net income attributable to National HealthCare Corporation

 $11,723  $15,318 
  

Earnings/(loss) per share attributable to National HealthCare Corporation stockholders:

 

Earnings per share attributable to National HealthCare Corporation stockholders:

 

Basic

 $(0.16

)

 $(0.22

)

 $1.04  $8.00  $0.76  $0.99 

Diluted

 $(0.16

)

 $(0.22

)

 $1.04  $7.97  $0.76  $0.99 
  

Weighted average common shares outstanding:

Weighted average common shares outstanding:

       

Weighted average common shares outstanding:

   

Basic

 15,445,569  15,364,043  15,438,375  15,347,042  15,337,423  15,416,836 

Diluted

 15,445,569  15,364,043  15,477,103  15,414,683  15,356,335  15,463,855 
  

Dividends declared per common share

 $0.57  $0.52  $1.69  $1.56  $0.57  $0.55 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

3

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income/(Loss)

(unaudited in thousands)

 

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
  

2022

  

2021

  

2022

  

2021

 
                 

Net income/(loss)

 $(3,107

)

 $(3,546

)

 $14,403  $123,092 
                 

Other comprehensive loss:

                

Unrealized losses on investments in marketable debt securities

  (3,979

)

  (658

)

  (13,985

)

  (2,691

)

Reclassification adjustment for realized gains on sales of marketable debt securities

  -   (2

)

  (122

)

  (214

)

Income tax benefit related to items of other comprehensive income

  539   138   2,079   614 

Other comprehensive loss, net of tax

  (3,440

)

  (522

)

  (12,028

)

  (2,291

)

                 

Net (income)/loss attributable to noncontrolling interest

  678   198   1,689   (290

)

                 

Comprehensive income/(loss) attributable to National HealthCare Corporation

 $(5,869

)

 $(3,870

)

 $4,064  $120,511 
  

Three Months Ended

March 31

 
  

2023

  

2022

 
         

Net income

 $11,285  $15,349 
         

Other comprehensive income/(loss):

        

Unrealized gains/(losses) on investments in marketable debt securities

  1,958   (6,327

)

Reclassification adjustment for realized gains on sales of marketable debt securities

  -   (107

)

Income tax (expense)/benefit related to items of other comprehensive income

  (279

)

  1,374 

Other comprehensive income/(loss), net of tax

  1,679   (5,060

)

         

Net loss/(income) attributable to noncontrolling interest

  438   (31

)

         

Comprehensive income attributable to National HealthCare Corporation

 $13,402  $10,258 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

4

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets

(in thousands)

 

 

September 30,

2022

  

December 31,

2021

  

March 31,

2023

  

December 31,

2022

 
 

unaudited

     

unaudited

    

Assets

        

Current Assets:

  

Cash and cash equivalents

 $44,515  $107,607  $46,144  $58,667 

Restricted cash and cash equivalents, current portion

 25,838  10,407  27,485  15,121 

Marketable equity securities

 107,655  113,108  100,825  100,786 

Marketable debt securities

 24,559  35,310  17,822  23,136 

Restricted marketable equity securities

 20,341  26,958  23,385  22,358 

Restricted marketable debt securities, current portion

 5,014  20,727  3,950  16,244 

Accounts receivable

 99,003  96,124  103,134  99,986 

Inventories

 7,298  8,582  6,946  7,088 

Prepaid expenses and other assets

  10,306   7,815   8,212   10,546 

Total current assets

  344,529   426,638   337,903   353,932 
  

Property and Equipment:

  

Property and equipment, at cost

 1,076,116  1,064,337  1,087,834  1,081,219 

Accumulated depreciation and amortization

  (564,743

)

  (543,341

)

  (584,710

)

  (574,687

)

Net property and equipment

  511,373   520,996   503,124   506,532 
  

Other Assets:

  

Restricted cash and cash equivalents, less current portion

 1,847  1,729  1,047  1,077 

Restricted marketable debt securities, less current portion

 118,858  116,063  117,450  103,267 

Deposits and other assets

 13,039  4,499  13,103  12,728 

Operating lease right-of-use assets

 126,499  156,116  113,799  120,521 

Goodwill

 168,295  168,295  168,295  168,295 

Intangible assets

 7,038  7,038  7,038  7,038 

Notes receivable

 2,000  - 

Investments in unconsolidated companies

  2,081   2,022   3,594   2,060 

Total other assets

  439,657   455,762   424,326   414,986 

Total assets

 $1,295,559  $1,403,396  $1,265,353  $1,275,450 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

5

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets (continued)

(in thousands, except share and per share amounts)

 

 

September 30,

2022

  

December 31,

2021

  

March 31,

2023

  

December 31,

2022

 
 

unaudited

     

unaudited

    

Liabilities and Stockholders Equity

        

Current Liabilities:

  

Trade accounts payable

 $19,443  $22,488  $12,940  $16,958 

Finance lease obligations, current portion

 4,911  4,695  4,627  4,985 

Operating lease liabilities, current portion

 28,611  27,574  29,065  29,075 

Accrued payroll

 77,342  106,698  56,710  72,510 

Amounts due to third party payors

 15,496  17,595  16,679  16,631 

Accrued risk reserves, current portion

 30,852  31,134  31,435  31,365 

Other current liabilities

 24,073  20,059  23,021  17,615 

Provider relief funds

 516  9,443 

Contract liabilities

 138  15,022 

Dividends payable

  8,774   8,493   8,733   8,748 

Total current liabilities

  210,156   263,201   183,210   197,887 
  

Finance lease obligations, less current portion

 2,134  5,845  -  860 

Operating lease liabilities, less current portion

 97,888  128,542  83,988  91,016 

Accrued risk reserves, less current portion

 72,858  66,914  74,191  71,104 

Refundable entrance fees

 6,171  7,011  6,036  6,207 

Deferred income taxes

 9,750  6,852  11,519  10,909 

Other noncurrent liabilities

  15,274   16,571   26,507   19,953 

Total liabilities

  414,231   494,936   385,451   397,936 
  

Equity:

  

Common stock, $.01 par value; 45,000,000 shares authorized; 15,393,103 and 15,452,033 shares, respectively, issued and outstanding

 153  154 

Common stock, $.01 par value; 45,000,000 shares authorized; 15,320,443 and 15,357,746 shares, respectively, issued and outstanding

 153  153 

Capital in excess of par value

 228,522  232,167  225,148  226,991 

Retained earnings

 659,059  669,078  659,654  656,664 

Accumulated other comprehensive income/(loss)

  (10,423

)

  1,605 

Accumulated other comprehensive loss

  (7,853

)

  (9,532

)

Total National HealthCare Corporation stockholders’ equity

 877,311  903,004  877,102  874,276 

Noncontrolling interest

  4,017   5,456   2,800   3,238 

Total equity

  881,328   908,460   879,902   877,514 

Total liabilities and equity

 $1,295,559  $1,403,396  $1,265,353  $1,275,450 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

6

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(unaudited in thousands)  

 

 

Nine Months Ended

September 30

  

Three Months Ended

March 31

 
 

2022

  

2021

  

2023

  

2022

 

Cash Flows From Operating Activities:

        

Net income

 $14,403  $123,092  $11,285  $15,349 

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation and amortization

 30,011  30,521  10,048  9,757 

Equity in earnings of unconsolidated investments

 (498

)

 (5,320

)

 (1,535

)

 (454

)

Distributions from unconsolidated investments

 439  6,314 

Unrealized losses on marketable equity securities

 11,479  23,227 

Unrealized gains on marketable equity securities

 (1,386) (3,126

)

(Gains)/losses on sale of marketable securities

 756  (941

)

 492  (45

)

Gain on acquisition of equity method investment

 -  (95,202

)

Recovery of notes receivable (3,728) - 

Deferred income taxes

 4,977  (5,428

)

 331  2,600 

Stock–based compensation

 1,980  1,905  639  712 

Changes in operating assets and liabilities:

  

Accounts receivable

 (2,879

)

 1,195  (3,148

)

 (5,624

)

Inventories

 1,284  85  142  (4

)

Prepaid expenses and other assets

 (11,484

)

 (1,685

)

 1,957  (4,385

)

Operating lease obligations

 (316

)

 - 

Trade accounts payable

 (3,045

)

 8,329  (4,018

)

 3,354 

Accrued payroll

 (29,356

)

 (3,480

)

 (15,800

)

 (32,821

)

Amounts due to third party payors

 (2,099

)

 100  48  (276

)

Accrued risk reserves

 5,662  4,287  3,157  3,365 

Provider relief funds

 (8,927

)

 (16,068

)

 -  (8,927

)

Contract liabilities

 (14,884

)

 (24,240

)

 -  (10,019

)

Other current liabilities

 4,014  2,110  5,407  1,701 

Other noncurrent liabilities

  (1,297

)

  (1,930

)

  6,554   1,386 

Net cash provided by/(used in) operating activities

 (3,192) 46,871  13,857  (27,457

)

Cash Flows From Investing Activities:

        

Purchases of property and equipment

 (24,563

)

 (25,774

)

 (6,640

)

 (8,962

)

Acquisition of equity method investment, net of cash acquired

 -  (28,713

)

Investments in unconsolidated companies and notes receivable

 (2,000) (350

)

Proceeds from the sale of property and equipment

 4,175  - 

Collections of notes receivable

 4,181  8,620  2  224 

Purchases of marketable securities

 (28,717

)

 (95,749

)

 (10,281

)

 (14,128

)

Proceeds from sale of marketable securities

  38,114   89,129   15,492   16,946 

Net cash used in investing activities

 (8,810

)

 (52,837

)

 (1,427

)

 (5,920

)

Cash Flows From Financing Activities:

        

Principal payments under finance lease obligations

 (3,495

)

 (3,292

)

 (1,218

)

 (1,147

)

Dividends paid to common stockholders

 (25,830

)

 (24,010

)

 (8,748

)

 (8,493

)

Noncontrolling interest contributions

 250  -  -  250 

Issuance of common shares

 1,281  2,405 

Repurchase of common shares

 (6,907

)

 (278

)

 (2,482

)

 (146

)

Entrance fee refunds

  (840

)

  (594

)

  (171

)

  (914

)

Net cash used in financing activities

  (35,541

)

  (25,769

)

  (12,619

)

  (10,450

)

Net Decrease in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

 (47,543

)

 (31,735

)

 (189

)

 (43,827

)

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period

  119,743   158,502   74,865   119,743 

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period

 $72,200  $126,767  $74,676  $75,916 
  

Balance Sheet Classifications:

  

Cash and cash equivalents

 $44,515  $112,462  $46,144  $56,993 

Restricted cash and cash equivalents

  27,685   14,305   28,532   18,923 

Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

 $72,200  $126,767  $74,676  $75,916 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

7

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Stockholders Equity

(in thousands, except share and per share amounts)

(unaudited)

 

For the ninethree months ended September 30, 2022March 31, 2023:

 

 

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

  

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

 
 

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

  

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

 

Balance at January 1, 2022

 15,452,033  $154  $232,167  $669,078  $1,605  $5,456  $908,460 

Net income

       15,318    31  15,349 

Contributions attributable to noncontrolling interest

           250  250 

Other comprehensive loss

         (5,060

)

   (5,060

)

Stock–based compensation

     712        712 

Shares sold – options exercised

 21,463             

Repurchase of common shares

 (2,165

)

   (146

)

       (146

)

Dividends declared to common stockholders ($0.55 per share)

           (8,509

)

        (8,509

)

Balance at March 31, 2022

  15,471,331  $154  $232,733  $675,887  $(3,455

)

 $5,737   911,056 

Balance at January 1, 2023

 15,357,746  $153  $226,991  $656,664  $(9,532

)

 $3,238  $877,514 

Net income/(loss)

       3,203    (1,042

)

 2,161        11,723    (438) 11,285 

Other comprehensive loss

         (3,528

)

   (3,528

)

Stock–based compensation

     629        629 

Shares sold – options exercised

 16,554    1,120        1,120 

Dividends declared to common stockholders ($0.57 per share)

           (8,828

)

        (8,828

)

Balance at June 30, 2022

  15,487,885   154   234,482   670,262   (6,983

)

  4,695   902,610 

Net loss

      (2,429

)

   (678

)

 (3,107

)

Other comprehensive loss

       (3,440

)

   (3,440

)

Other comprehensive income

         1,679    1,679 

Stock–based compensation

     639      639      639        639 

Shares sold – options exercised

 2,600    161      161  7,046             

Repurchase of common shares

 (97,382

)

 (1

)

 (6,760

)

     (6,761

)

 (44,349

)

   (2,482

)

       (2,482

)

Dividends declared to common stockholders ($0.57 per share)

          (8,774

)

       (8,774

)

           (8,733

)

        (8,733

)

Balance at September 30, 2022

  15,393,103   153   228,522   659,059   (10,423

)

  4,017   881,328 

Balance at March 31, 2023

  15,320,443  $153  $225,148  $659,654  $(7,853

)

 $2,800   879,902 

 

For the ninethree months ended September 30, 2021:March 31, 2022: 

 

 

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

  

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

 
 

Shares

  

Amount

  

Par Value

  

Earnings

  

Income

  

Interest

  

Equity

  

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

 

Balance at January 1, 2021

 15,369,745  $153  $226,943  $563,024  $5,057  $3,083  $798,260 

Balance at January 1, 2022

 15,452,033  $154  $232,167  $669,078  $1,605  $5,456  $908,460 

Net income

       21,267    41  21,308        15,318    31  15,349 

Equity contributed by noncontrolling interest

           250  250 

Other comprehensive loss

         (1,922

)

   (1,922

)

         (5,060

)

   (5,060

)

Stock–based compensation

     496        496      712        712 

Shares sold – options exercised

 24,331  1  326        327  21,463             

Repurchase of common shares

 (3,936

)

   (278

)

       (278

)

 (2,165

)

   (146

)

       (146

)

Dividends declared to common stockholders ($0.52 per share)

           (8,003

)

        (8,003

)

Balance at March 31, 2021

  15,390,140  $154  $227,487  $576,288  $3,135  $3,124  $810,188 
 

Net income

       104,883    447  105,330 

Contributions attributable to noncontrolling interest

           2,840  2,840 

Other comprehensive income

         153    153 

Stock–based compensation

     683        683 

Shares sold – options exercised

 33,100    2,078        2,078 

Dividends declared to common stockholders ($0.52 per share)

           (8,020

)

        (8,020

)

Balance at June 30, 2021

  15,423,240  $154  $230,248  $673,151  $3,288  $6,411  $913,252 
 

Net loss

       (3,348

)

   (198

)

 (3,546

)

Other comprehensive loss

         (522

)

   (522

)

Stock–based compensation

     726        726 

Dividends declared to common stockholders ($0.52 per share)

           (8,020

)

        (8,020

)

Balance at September 30, 2021

  15,423,240  $154  $230,974  $661,783  $2,766  $6,213  $901,890 

Dividends declared to common stockholders ($0.55 per share)

           (8,509

)

        (8,509

)

Balance at March 31, 2022

  15,471,331  $154  $232,733  $675,887  $(3,455

)

 $5,737   911,056 

 

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

 

8

  

NATIONAL HEALTHCARE CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

September 30, 2022

(unaudited) 

 

 

 

Note 1 Description of Business

 

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of September 30, 2022,March 31, 2023, we operate or manage, through certain affiliates, 68 skilled nursing facilities with a total of 8,7268,732 licensed beds, 23 assisted living facilities with 1,181 units, five independent living facilities, three behavioral health hospitals, 3534 homecare agencies, and 2930 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 8 states and are located primarily in the southeastern United States.

  

 

Note 2 Summary of Significant Accounting Policies

 

The listing below is not intended to be a comprehensive list of all our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. generally accepted accounting principles (“GAAP”), with limited need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited December 31, 20212022 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 20212022 consolidated financial statements are available at our web site: www.nhccare.com.

  

Basis of Presentation

 

The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of all entities controlled by NHC. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to NHC and the noncontrolling interest in its consolidated statements of operations.

 

We assume that users of these interim financial statements have read or have access to the audited December 31, 20212022 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons.

Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could cause our reported net income to vary significantly from period to period, including but not limited to, the potential future effects of the novel coronavirus (“COVID-19”).

period.

 

Net Patient Revenues and Accounts Receivable

 

Net patient revenues are derived from services rendered to patients for skilled and intermediate nursing, rehabilitation therapy, assisted living and independent living, home health care services, hospice services, and hospicebehavioral health services. Net patient revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient services. These amounts are due from patients, governmental programs, and other third-party payors, and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations.

 

The Company recognizes revenue as its performance obligations are completed. Routine services are treated as a single performance obligation satisfied over time as services are rendered. These routine services represent a bundle of services that are not capable of being distinct. The performance obligations are satisfied over time as the patient simultaneously receives and consumes the benefits of the healthcare services provided. Additionally, there may be ancillary services which are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time when those services are rendered.  Contract liabilities are recorded for payments the Company receives in which performance obligations have not been completed.

 

9

 

The Company determines the transaction price based on established billing rates reduced by explicit price concessions provided to third party payors. Explicit price concessions are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $1,685,000$1,811,000 and $6,026,000$2,536,000 for the three and ninemonths ended September 30, 2022.March 31, 2023 For the threeand nine2022, months ended September 30, 2021, bad debt expense was $1,452,000 and $3,473,000, respectively. As of September 30, 2022,March 31, 2023, and December 31, 2021,2022, the Company has recorded allowance for doubtful accounts of $7,841,000$7,005,000 and $6,411,000,$6,246,000, respectively, as our best estimate of expected losses inherent in the accounts receivable balance.

Other Revenues

 

Other revenues include revenues from the provision of insurance services, management and accounting services to other long–term care providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements.

 

We recognize rental income based on the terms of our operating leases. Under certain of our leases, we receive variable rent, which is based on the increase in revenues of a lessee over a base year. We recognize variable rent annually or monthly, as applicable, when, based on the actual revenue of the lessee is earned.

Government Grants

 

We account for government grants in accordance with International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, and as such, we recognize grant income on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate.   

Segment Reporting

 

In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.

 

Other Operating Expenses

 

Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance.

General and Administrative Costs

 

With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation, which were $6,050,000$5,653,000 and $16,636,000$5,787,000 for the three and ninemonths ended September 30, 2022.March 31, 2023 General and administrative costs were $5,361,000 and $15,615,000 for the threeand nine2022, months ended September 30, 2021, respectively.

Long-Term Leases

 

The Company’s lease portfolio primarily consists of finance and operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare and hospice offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.

 

The Company records right-of-use assets and liabilities for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are not recorded and are expensed on a straight-line basis over the lease term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases.

 

10

 

Operating lease right-of-use assets and liabilities are recorded at the present value of the lease payments over the lease term. The present value of the lease payments are discounted using the incremental borrowing rate associated with each lease. The variable components of the lease payment that fluctuate with the operations of a health facility are not included in determining the right-of-use assets and lease liabilities. Rather, these variable components are expensed as incurred.

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.

 

Finance leases are recorded at cost. Finance leases are amortized in accordance with the provision codified within ASC 842, Leases. Amortization of finance lease assets is included in depreciation and amortization expense.

Business Combinations

 

We account for acquisitions using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. In determining the fair value of identifiable assets, we use various valuation techniques. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.

Goodwill and Other Intangible Assets

 

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test. We perform our annual goodwill impairment assessment on the first day of the fourth quarter.  Tests are performed more frequently if events occur, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

 

The Company’s indefinite-lived intangible assets consist of trade names and certificates of need and licenses. The Company reviews indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Accrued Risk Reserves  

 

We are self–insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis.

 

Professional liability remains an area of particular concern to us. The long-term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. A significant increase in the number of these claims, or an increase in the amounts due as a result of these claims could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period.

 

We are principally self-insured for incidents occurring in all centers owned or leased by us. The coverages include both primary policies and excess policies. In all years, settlements, if any, in excess of available insurance policy limits and our own reserves would be expensed by us.

11

 

Continuing Care Contracts

 

We have one continuing care retirement center (“CCRC”) within our operations. Residents at this retirement center may enter into continuing care contracts with us. The contracts provide that 10% of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lessor of the price at which the apartment is re-assigned or 90% of the original entry fee, plus 40% of any appreciation if the apartment value exceeds the original resident’s entry fee.

 

Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities in our consolidated balance sheets. 

 

We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of September 30, 2022,March 31, 2023, and December 31, 2021,2022, we have recorded a future service obligation liability in the amount of $2,338,000.$2,218,000. This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets. 

 

Other Noncurrent Liabilities

 

Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion (10%) of CCRC entrance fees being amortized over the remaining life expectancies of the residents.

Other noncurrent liabilities also include funds received related to the Employee Retention Credit ("ERC"), a refundable tax credit for businesses that sustained a partial suspension of operations limiting commerce due to COVID-19 or had significant declines in gross receipts during 2020 and 2021.

 

Noncontrolling Interest

 

The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of the subsidiary earnings, contributions, and distributions.

Variable Interest Entities

 

We have equity interests in unconsolidated limited liability companies that operate various post-acute and senior healthcare businesses. We analyze our investments in these limited liability companies to determine if the company is considered a variable interest entity (“VIE”) and would require consolidation. To the extent that we own interests in a VIE and we (i) have the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.

 

The Company's maximum exposure to losses in its investments in unconsolidated VIEs cannot be quantified and may or may not be limited to its investment in the unconsolidated VIE. The investments in unconsolidated VIEs are classified as “investments in unconsolidated companies” in the interim condensed consolidated balance sheets.

  

Reclassifications

Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current-year financial statements. 

 

Note 3 Coronavirus Pandemic

 

In early March 2020, COVID-19, a disease caused by the novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. The U.S. government enacted several laws beginning in March 2020 designed to help the nation respond to the COVID-19 pandemic. The laws impacted healthcare providers in a variety of ways, but the largest legislation from a monetary relief perspective iswas the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). Through the CARES Act, as well as the Paycheck Protection Program and Health Care Enhancement Act ("PPPCHE"), the federal government allocated $178 billion to the Public Health and Social Services Emergency Fund, which is referred to as the Provider Relief Fund. The Provider Relief Fund is administered through grants and other mechanisms to skilled nursing providers, home health providers, hospitals, and other Medicare and Medicaid enrolled providers to cover unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID-19.    

 

12

 

The Provider Relief Fund grants come with terms and condition certifications in which all providers are required to submit documents to ensure the funds are used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $0 and $10,429,000$10,620,000 of government stimulus income from the Provider Relief Funds for the three months ended September 30, 2022March 31, 2023 and 2021, respectively. The Company recorded $10,940,000 and $48,304,000 of government stimulus income from the Provider Relief Funds for the nine months ended September 30, 2022,and 2021, respectively. The grant income was determined on a systemicsystematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate. The Company’s assessment of whether the terms and conditions for amounts received have been met for income recognition and the Company’s related income calculation considered all frequently asked questions and other interpretive guidance issued to date by the U.S. Department of Health and Human Services (“HHS”).

 

Additionally, as part of the CARES Act, the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. The expanded Medicare Accelerated and Advance Payment Program is a streamlined version of existing policy that allows the Medicare Administrative Contractors (“MAC’s”) to issue up to three months of advance Medicare payments to help increase cash flow and liquidity to Medicare Part A and Part B providers in certain circumstances that include national emergencies. In the second quarter of 2020, we received approximately $51,253,000 as part of this program. These funds are applied against claims for services provided to Medicare patients after approximately one year from the date we received the funds. During the firsteleven months after repayment began, repayment occurs through an automatic recoupment of twenty-five percent of Medicare payments. During the succeeding nine months, repayment occurs through an automatic recoupment of fifty percent of Medicare payments. Any remaining balance that was not paid through the recoupment process within twenty-nine months of receipt of the funds will be required to be paid on-demand, subject to an interest rate of four percent. As of September 30, 2022 and December 31, 2021, $138,000 and $15,022,000, respectively, of the accelerated payments remain and are reflected within contract liabilities in the interim condensed consolidated balance sheet.

The CARES Act and subsequent related legislation temporarily suspended Medicare sequestration beginning May 1, 2020 through March 31, 2022. The Medicare sequestration policy reduced fee-for-service Medicare payments by 2 percent. Beginning April 1, 2022, the sequestration reductions were 1% from April 1, 2022 through June 30, 2022. The full 2% reduction went back into effect July 1, 2022. The CARES Act extends the sequestration policy through 2030 in exchange for this temporary suspension, which the sequestration reduction for 2030 has been increased up to 3%.

The CARES Act also temporarily permitted employers to defer the deposit and payment of the employer’s portion of the social security taxes (6.2% of employee wages) that otherwise would have been due between March 27, 2020 and December 31, 2020. The provision requires that the deferred taxes be paid over a two-year period with half the amount required to be paid by December 31, 2021, and the other half by December 31, 2022. At September 30, 2022 and December 31, 2021, we have deferred $10,545,000 of the Company’s share of the social security taxes included in the current liabilities section of the consolidated balance sheet. 

We have also received supplemental Medicaid payments from many of the states in which we operate to help mitigate the incremental costs resulting from the COVID-19 public health emergency. We have recorded $4,773,000$4,883,000 and $5,053,000$5,538,000 in net patient revenues for these supplemental Medicaid payments for the three months ended September 30, 2022March 31, 2023 and 2021,2022, respectively. We have recorded $15,312,000 and $16,102,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2022 and 2021, respectively.

  

 

Note 4 Net Patient Revenues

 

The Company disaggregates revenue from contracts with customers by service type and by payor.

 

Revenue by Service Type

 

The Company’s net patient services can generally be classified into the following two categories: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services (in thousands).

 

 

Three Months Ended

September 30

  

Nine Months Ended

September 30

  

Three Months Ended

March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 

Net patient revenues:

  

Inpatient services

 $228,138  $222,884  $680,776  $644,986  $226,169  $224,842 

Homecare and hospice

  32,109   31,933   95,885   63,662   31,838   31,495 

Total net patient revenue

 $260,247  $254,817  $776,661  $708,648 

Total net patient revenues

 $258,007  $256,337 

 

13

 

For inpatient and hospice services, revenue is recognized on a daily basis as each day represents a separate contract and performance obligation. For homecare, revenue is recognized when services are provided based on the number of days of service rendered in the period of care or on a per-visit basis. Typically, patients and third-party payors are billed monthly after services are performed or the patient is discharged, and payments are due based on contract terms.

 

As our performance obligations relate to contracts with a duration of one year or less, the Company is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients are typically under no obligation to remain admitted in our facilities or under our care.  As the period between the time of service and time of payment is typically one year or less, the Company did not adjust for the effects of a significant financing component.

 

Revenue by Payor

 

Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:

 

 

Three Months Ended

September 30

  

Nine Months Ended

September 30

  

Three Months Ended

March 31

 

Source

 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 

Medicare

 37%

 

 36%

 

 37%

 

 35%

 

 36%  37% 

Managed Care

 9%

 

 10%

 

 10%

 

 12%

 

 11%  10% 

Medicaid

 29%

 

 30%

 

 28%

 

 29%

 

 27%  28% 

Private Pay and Other

  25%

 

  24%

 

  25%

 

  24%

 

  26%   25% 

Total

  100%

 

  100%

 

  100%

 

  100%

 

  100%   100% 

 

Medicare covers skilled nursing services for beneficiaries who require nursing care and/or rehabilitation services following a hospitalization of at least three consecutive days (there isdays.  Although, there has been temporary relief from the three-day hospital stay duringthrough the COVID-19 emergency). public health emergency, which is set to end on May 11, 2023. For each eligible day a Medicare beneficiary is in a skilled nursing facility, Medicare pays the facility a daily payment, subject to adjustment for certain factors such as a wage index in the geographic area. The payment covers all services provided by the skilled nursing facility for the beneficiary that day, including room and board, nursing, therapy and drugs, as well as an estimate of capital–related costs to deliver those services.

 

For homecare services, Medicare pays based on the acuity level of the patient and based on periods of care. A period of care is defined as a length of care up to 30 days with multiple continuous periods allowed. The services covered by the payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.

 

For hospice services, Medicare pays a daily rate to cover the hospice’s costs for providing services included in the patient care plan. Medicare makes daily payments based on 1 of 4 levels of hospice care. All hospice care and services offered to patients and their families must follow an individualized written plan of care that meets the patient’s needs.

 

Our hospice service revenue is subject to certain limitations on payments from Medicare. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. If applicable, we record these cap adjustments as a reduction to revenue.

 

Medicaid is operated by individual states with the financial participation of the federal government. The states in which we operate currently use prospective cost–based reimbursement systems. Under cost–based reimbursement systems, the skilled nursing facility is reimbursed for the reasonable direct and indirect allowable costs it incurred in a base year in providing routine resident care services as defined by the program.

 

Private pay, managed care, and other payment sources include commercial insurance, individual patient funds, managed care plans and the Veterans Administration. Private paying patients, private insurance carriers and the Veterans Administration generally pay based on the healthcare center's charges or specifically negotiated contracts. For private pay patients in skilled nursing, assisted living and independent living facilities, the Company bills for room and board charges, with the remittance being due on receipt of the statement and generally by the 10th day of the month the services are performed.

 

Certain managed care payors for homecare services pay on a per-visit basis. This revenue is recorded on an accrual basis based upon the date of services at amounts equal to its established or estimated per-visit rates.

Contract Liabilities

Included in the Company’s interim condensed consolidated balance sheets are contract liabilities, which represent payments the Company receives in advance of services provided. As of September 30, 2022 and December 31, 2021, the Company has recorded $138,000 and $15,022,000, respectively, in contract liabilities related to receipts from the Medicare Accelerated and Advance Payment Program.  Recoupment of the accelerated payments began in the second quarter of 2021.

 

14

 

A summary of the contract liabilities are as follows (in thousands):

Balance at December 31, 2021

 $15,022 

Payments received

  - 

Payments recouped

  (14,884

)

Balance at September 30, 2022

 $138 

Third Party Payors

 

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are following all applicable laws and regulations.

 

Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment 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 adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded, and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $15,496,000$16,679,000 and $17,595,000$16,631,000 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

  

 

Note 5 Other Revenues

 

Other revenues are outlined in the table below. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from management and accounting services include fees provided to manage and provide accounting services to other healthcare operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly owned insurance subsidiaries have written for certain healthcare operators to which we provide management or accounting services. "Other" revenues include miscellaneous health care related earnings (in thousands).

 

 

Three Months Ended

September 30

  

Nine Months Ended

September 30

  

Three Months Ended

March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 

Rental income

 $5,830  $5,792  $17,642  $16,954  $6,043  $5,982 

Management and accounting services fees

 3,922  4,244  11,993  12,703  4,097  4,304 

Insurance services

 1,015  1,291  3,497  3,832  1,048  1,247 

Other

  (171

)

  164   452   427   368   493 

Total other revenues

 $10,596  $11,491  $33,584  $33,916  $11,556  $12,026 

 

Rental Income

 

The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease four Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases.

 

Management Fees from National Health Corporation

 

We manage five skilled nursing facilities owned by National Health Corporation (“National”). We recognized management fees and interest on management fees from these facilities of $1,029,000 and $970,000 forFor the three months ended September 30, 2022March 31, 2023 and 2021,2022, respectively. Wewe recognized management fees and interest on management fees of $3,012,000$1,190,000 and $2,806,000 from$981,000, respectively, for these facilities for the nine months ended September 30, 2022 and 2021, respectively.centers.

 

15

 

Insurance Services

 

For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended September 30, 2022March 31, 2023 and 20212022 were $496,000$736,000 and $780,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 were $1,939,000 and $2,298,000,$728,000, respectively. Associated losses and expenses including those for self-insurance are included in the interim condensed consolidated statements of operations as "Salaries, wages and benefits."

 

For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended September 30, 2022March 31, 2023 and 20212022 were $519,000$312,000 and $511,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 were $1,558,000 and $1,534,000,$519,000, respectively. Associated losses and expenses including those for self–insurance are included in the interim condensed consolidated statements of operations as "Other operating costs and expenses".

  

 

Note 6 NonOperating Income

 

Non–operating income includes equity in earnings of unconsolidated investments, dividends and other realized gains and losses on sales of marketable securities, and interest income (in thousands).

 

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
  

2022

  

2021

  

2022

  

2021

 

Dividends and net realized gains and losses on sales of securities

 $1,324  $2,365  $4,381  $6,242 

Interest income

  1,373   1,020   3,572   3,683 

Equity in earnings of unconsolidated investments

  34   14   498   5,320 

Total non-operating income

 $2,731  $3,399  $8,451  $15,245 

Caris HealthCare, L.P.

On June 11, 2021, the Company acquired the remaining 24.9% equity interest in Caris HealthCare, L.P. (“Caris”). Prior to the June 11, 2021 acquisition date, Caris was our most significant equity method investment with a 75.1% non-controlling ownership interest. From the respective acquisition date, Caris’ financial information is now included in the Company’s consolidated financial statements and is no longer accounted for as an equity method investment.

  

Three Months Ended

March 31

 
  

2023

  

2022

 

Dividends and net realized gains and losses on sales of securities

 $1,233  $1,753 

Interest income

  1,555   992 

Equity in earnings of unconsolidated investments

  1,535   454 

Total non-operating income

 $4,323  $3,199 

  

 

Note 7 Business Segments

 

The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources.

The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. For additional information on these reportable segments see Note 2Summary of Significant Accounting Policies.

 

The Company’s CODM evaluates performance and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.

 

16

 

The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):

 

 

Three Months Ended September 30, 2022

  

Three Months Ended March 31, 2023

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

  

Net patient revenues

 $228,138  $32,109  $-  $260,247  $226,169  $31,838  $-  $258,007 

Other revenues

  (198

)

  -   10,794   10,596   271   -   11,285   11,556 

Net operating revenues and grant income

 227,940  32,109  10,794  270,843  226,440  31,838  11,285  269,563 
  

Costs and expenses:

  

Salaries, wages, and benefits

 144,047  19,581  9,570  173,198  138,939  20,244  8,641  167,824 

Other operating

 66,522  6,310  51  72,883  62,264  5,499  3,726  71,489 

Rent

 8,088  575  1,631  10,294  8,168  558  1,366  10,092 

Depreciation and amortization

 9,198  248  807  10,253  9,117  185  746  10,048 

Interest

  137   -   -   137   98   -   -   98 

Total costs and expenses

  227,992   26,714   12,059   266,765   218,586   26,486   14,479   259,551 
  

Income/(loss) from operations

 (52

)

 5,395  (1,265) 4,078  7,854  5,352  (3,194

)

 10,012 

Non-operating income

 -  -  2,731  2,731  -  -  4,323  4,323 

Unrealized losses on marketable equity securities

  -   -   (11,056

)

  (11,056

)

Unrealized gains on marketable equity securities

  -   -   1,386   1,386 
  

Income/(loss) before income taxes

 $(52

)

 $5,395  $(9,590

)

 $(4,247

)

Income before income taxes

 $7,854  $5,352  $2,515  $15,721 

 

 

 

Three Months Ended September 30, 2021

  

Three Months Ended March 31, 2022

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

  

Net patient revenues

 $222,884  $31,933  $-  $254,817  $224,842  $31,495  $-  $256,337 

Other revenues

 128  -  11,363  11,491  114  -  11,912  12,026 

Government stimulus income

  10,429   -   -   10,429   10,620   -   -   10,620 

Net operating revenues and grant income

 233,441  31,933  11,363  276,737  235,576  31,495  11,912  278,983 
  

Costs and expenses:

  

Salaries, wages, and benefits

 141,318  18,771  10,146  170,235  142,185  19,401  9,108  170,694 

Other operating

 64,755  5,618  2,736  73,109  64,383  7,095  2,607  74,085 

Rent

 7,998  594  1,612  10,204  8,347  592  1,126  10,065 

Depreciation and amortization

 9,300  118  811  10,229  8,838  113  806  9,757 

Interest

  198   -   -   198   165   -   -   165 

Total costs and expenses

  223,569   25,101   15,305   263,975   223,918   27,201   13,647   264,766 
  

Income/(loss) from operations

 9,872  6,832  (3,942

)

 12,762  11,658  4,294  (1,735

)

 14,217 

Non-operating income

 -  -  3,399  3,399  -  -  3,199  3,199 

Unrealized losses on marketable equity securities

  -   -   (23,797

)

  (23,797

)

Unrealized gains on marketable equity securities

  -   -   3,126   3,126 
  

Income/(loss) before income taxes

 $9,872  $6,832  $(24,340

)

 $(7,636

)

Income before income taxes

 $11,658  $4,294  $4,590  $20,542 

 

17

  
  

Nine Months Ended September 30, 2022

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $680,776  $95,885  $-  $776,661 

Other revenues

  15   -   33,569   33,584 

Government stimulus income

  10,940   -   -   10,940 

Net operating revenues and grant income

  691,731   95,885   33,569   821,185 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  435,322   58,007   25,499   518,828 

Other operating

  192,791   19,848   5,640   218,279 

Rent

  24,498   1,759   4,513   30,770 

Depreciation and amortization

  27,120   472   2,419   30,011 

Interest

  451   -   -   451 

Total costs and expenses

  680,182   80,086   38,071   798,339 
                 

Income/(loss) from operations

  11,549   15,799   (4,502

)

  22,846 

Non-operating income

  -   -   8,451   8,451 

Unrealized losses on marketable equity securities

  -   -   (11,479

)

  (11,479

)

                 

Income/(loss) before income taxes

 $11,549  $15,799  $(7,530

)

 $19,818 

  

Nine Months Ended September 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $644,986  $63,662  $-  $708,648 

Other revenues

  324   -   33,592   33,916 

Government stimulus income

  48,304   -   -   48,304 

Net operating revenues and grant income

  693,614   63,662   33,592   790,868 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  407,534   39,922   35,807   483,263 

Other operating

  185,860   10,291   8,060   204,211 

Rent

  24,129   1,478   4,830   30,437 

Depreciation and amortization

  27,790   299   2,432   30,521 

Interest

  657   -   -   657 

Total costs and expenses

  645,970   51,990   51,129   749,089 
                 

Income/(loss) from operations

  47,644   11,672   (17,537

)

  41,779 

Non-operating income

  -   -   15,245   15,245 

Gain on acquisition of equity method investment

  -   -   95,202   95,202 

Unrealized losses on marketable equity securities

  -   -   (23,227

)

  (23,227

)

                 

Income before income taxes

 $47,644  $11,672  $69,683  $128,999 

18

 

Note 8 Long-Term Leases

 

Operating Leases

 

At September 30, 2022,March 31, 2023, we lease from NHI the real property of 28 skilled nursing facilities, five assisted living centers and three independent living centers under one lease agreement. As part of the lease agreement, we sublease four Florida skilled nursing facilities to a third-party operator. The lease includes base rent plus a percentage rent. The annual base rent is $34,075,000 in 2023, $32,625,000 in 2024, $32,225,000 in 2025, and $31,975,000 in 2026 with the lease term expiring in 2026. The percentage rent is based on a quarterly calculation of revenue increases and is payable on a quarterly basis. Total facility rent expense to NHI was $9,478,000$9,295,000 and $9,026,000$9,252,000 for the three months ended September 30, 2022March 31, 2023 and 2021, respectively. Total facility rent expense to NHI was $28,293,000 and $28,336,000 for the nine months ended September 30, 2022,and 2021, respectively.

 

On September 1, 2022, we transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire to a third-party operator. We leased the real property of these seven facilities from NHI. In conjunction with the transfer of the operations to a third party, we terminated our lease agreement for the seven skilled nursing facilities and amended our master lease agreement with NHI.  The amendment was accounted for as a lease modification under ASC 842,Leases. The base rent within the amended master lease agreement increased approximately $8,775,000 over the next four and one-third years.  Therefore, for the remainder of 2022 ( September- December), our base rent increased $875,000. The annual base rent in 2023 increased from $30,750,000 to $34,075,000, in 2024 from $30,750,000 to $32,625,000, in 2025 from $30,750,000 to $32,225,000, and in 2026 from $30,750,000 to $31,975,000.  

Finance Leases

 

At September 30, 2022,March 31, 2023, we leased and operated three senior healthcare facilities in the state of Missouri under three separate lease agreements. Two of the healthcare facilities are skilled nursing facilities that also include assisted living facilities and the third healthcare facility is a memory care facility. Each of the leases is a ten-year lease with two five–year renewal options.options with the original lease expiring in 2024. Under the terms of the leases, base rent totals $5,200,000 annually with rent thereafter escalating by 4% of the increase in facility revenue over the 2014 base year.

 

Minimum Lease Payments

 

The following table summarizes the maturity of our finance and operating lease liabilities as of September 30, 2022March 31, 2023 (in thousands):

 

 

Finance

Leases

  

Operating

Leases

  

Finance

Leases

  

Operating

Leases

 

2023

 $5,200  $35,950 

2024

 2,167  34,353  $4,767  $35,514 

2025

 -  33,278  -  33,855 

2026

 -  32,613  -  33,104 

2027

 -  8,148  -  24,499 

2028

 -  133 

Thereafter

  -   -   -   - 

Total minimum lease payments

 7,367  144,342  4,767  127,105 

Less: amounts representing interest

  (322

)

  (17,843

)

  (140

)

  (14,052

)

Present value of future minimum lease payments

 7,045  126,499  4,627  113,053 

Less: current portion

  (4,911

)

  (28,611

)

  (4,627

)

  (29,065

)

Noncurrent lease liabilities

 $2,134  $97,888  $-  $83,988 

 

19
18

 

Note 9 Earnings per Share

 

Basic net income per share is computed based on the weighted average number of common shares outstanding for each period presented. Diluted net income per share reflects the potential dilution that would have occurred if securities to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then shared in our earnings.

 

The following table summarizes the earnings and the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands, except for share and per share amounts):

 

 

Three Months Ended
September 30

  

Nine Months Ended
September 30

  

Three Months Ended
March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 

Basic:

  

Weighted average common shares outstanding

  15,445,569   15,364,043   15,438,375   15,347,042   15,337,423   15,416,836 

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Earnings/(loss) per common share, basic

 $(0.16

)

 $(0.22

)

 $1.04  $8.00 

Net income attributable to National HealthCare Corporation

 $11,723  $15,318 

Earnings per common share, basic

 $0.76  $0.99 
  

Diluted:

  

Weighted average common shares outstanding

 15,445,569  15,364,043  15,438,375  15,347,042  15,337,423  15,416,836 

Effects of dilutive instruments

  -   -   38,728   67,641   18,912   47,019 

Weighted average common shares outstanding

  15,445,569   15,364,043   15,477,103   15,414,683   15,356,335   15,463,855 
  

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Earnings/(loss) per common share, diluted

 $(0.16

)

 $(0.22

)

 $1.04  $7.97 

Net income attributable to National HealthCare Corporation

 $11,723  $15,318 

Earnings per common share, diluted

 $0.76  $0.99 

 

In the above table, options to purchase 389,7810 and 620,0765,783 shares of our common stock have been excluded for the ninethree months ended September 30, 2022March 31, 2023 and 2021,2022, respectively, due to their anti-dilutive impact.

 

Note 10 Investments in Marketable Securities

 

Our investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in our results of operations at each measurement date. Our investments in marketable debt securities are classified as available for sale securities and carried at fair value with the unrealized gains and losses recognized through accumulated other comprehensive income at each measurement date. Any credit related decline in fair market values below amortized cost of our available for sale debt securities are recorded in our results of operations through an allowance for credit losses. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 11 for a description of the Company's methodology for determining the fair value of marketable securities.

 

Marketable securities consist of the following (in thousands):

 

 

September 30, 2022

  

December 31, 2021

  

March 31, 2023

  

December 31, 2022

 
 

Amortized

Cost

  

Fair

Value

  

Amortized

Cost

  

Fair

Value

  

Amortized

Cost

  

Fair

Value

  

Amortized

Cost

  

Fair

Value

 

Investments available for sale:

  

Marketable equity securities

 $30,176  $107,655  $30,176  $113,108  $30,176  $100,825  $30,176  $100,786 

Corporate debt securities

 15,457  14,912  19,038  18,843  10,836  10,539  14,317  13,885 

Asset-backed securities

 501  490  1,481  1,469  500  499  500  494 

U.S. Treasury securities

 9,464  9,157  15,082  14,998  6,936  6,784  9,009  8,757 

Restricted investments available for sale:

  

Marketable equity securities

 24,851  20,341  25,442  26,958  24,006  23,385  24,326  22,358 

Corporate debt securities

 60,262  56,273  60,816  62,936  53,670  50,880  54,412  51,009 

Asset-based securities

 26,855  24,746  32,918  33,301  23,790  21,849  24,605  22,437 

U.S. Treasury securities

 43,083  38,149  33,052  32,630  47,745  43,895  45,989  41,294 

State and municipal securities

  4,908   4,704   7,700   7,923   4,844   4,776   4,877   4,771 
 $215,557  $276,427  $225,705   312,166  $202,503  $263,432  $208,211   265,791 

 

2019

 

Included in the marketable equity securities are the following (in thousands, except share amounts):

 

  

September 30, 2022

  

December 31, 2021

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

  1,630,642  $24,734  $92,180   1,630,642  $24,734  $93,713 
  

March 31, 2023

  

December 31, 2022

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

  1,630,642  $24,734  $84,109   1,630,642  $24,734  $85,152 

 

The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands):

 

 

September 30, 2022

  

December 31, 2021

  

March 31, 2023

  

December 31, 2022

 
 

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

 

Maturities:

  

Within 1 year

 $39,584  $38,955  $32,718  $32,843  $28,078  $27,485  $33,662  $33,037 

1 to 5 years

 78,047  72,953  95,293  96,937  82,037  77,903  81,500  76,394 

6 to 10 years

 42,899  36,523  41,580  41,835  37,607  33,231  38,547  33,216 

Over 10 years

  -   -   496   485   599   603   -   - 
 $160,530  $148,431  $170,087  $172,100  $148,321  $139,222  $153,709  $142,647 

 

Gross unrealized gains related to marketable equity securities are $77,991,000$72,266,000 and $85,394,000$71,869,000 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Gross unrealized losses related to marketable equity securities are $5,022,000$2,238,000 and $946,000$3,227,000 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. For the three months ended September 30, 2022March 31, 2023 and 2021,2022, the Company recognized net unrealized lossesgains of $11,056,000$1,386,000 and $23,797,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recognized a net unrealized losses of $11,479,000 and a net unrealized loss of $23,227,000,$3,126,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations.

 

Gross unrealized gains related to available for sale marketable debt securities are $0$80,000 and $3,189,000$9,000 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. Gross unrealized losses related to available for sale marketable debt securities are $12,099,000$9,179,000 and $1,176,000$11,071,000 as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. As of September 30, 2022, a total of 52 debt securities with a total market value of $45,367,000 have been in an unrealized loss position for greater than 12 months.

 

The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related. The Company has not recognized any credit related impairments for the ninethree months ended September 30, 2022March 31, 2023 and 2021.2022.

 

For the marketable securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities.

 

Proceeds from the sale of available for sale marketable securities during the ninethree months ended September 30, 2022March 31, 2023 and 20212022 were $38,114,000$15,492,000 and $89,129,000,$16,946,000, respectively. Investment losses of $756,000$492,000 and investment gains of $941,000$45,000 were realized on these sales during the ninethree months ended September 30, 2022March 31, 2023 and 2021,2022, respectively.

  

 

Note 11 Fair Value Measurements

 

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value:

 

 

Level 1  – The valuation is based on quoted prices in active markets for identical instruments.

 

Level 2 – The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model–based valuation techniques for which all significant assumptions are observable in the market.

 

Level 3 – The valuation is based on unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques that incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument, or valuations that require significant management judgment or estimation.

 

2120

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 

The following table summarizes fair value measurements by level at September 30, 2022March 31, 2023 and December 31, 20212022 for assets and liabilities measured at fair value on a recurring basis (in thousands):

 

 

Fair Value Measurements Using

  

Fair Value Measurements Using

 

September 30, 2022

 

Fair

Value

  

Quoted

Prices in

Active
Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

March 31, 2023

 

Fair

Value

  

Quoted

Prices in

Active
Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $44,515  $44,515  $  $  $46,144  $46,144  $  $ 

Restricted cash and cash equivalents

 27,685  27,685      28,532  28,532     

Marketable equity securities

 127,996  127,996      124,210  124,210     

Corporate debt securities

 71,185  36,516  34,669    61,419  43,132  18,287   

Mortgage–backed securities

 25,236    25,236   

Asset–backed securities

 22,348    22,348   

U.S. Treasury securities

 47,306  47,306      50,679  50,679     

State and municipal securities

  4,704      4,704      4,776   1,340   3,436    

Total financial assets

 $348,627  $284,018  $64,609  $  $338,108  $294,037  $44,071  $ 

 

 

  

Fair Value Measurements Using

 

December 31, 2021

 

Fair

Value

  

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $107,607  $107,607  $  $ 

Restricted cash and cash equivalents

  12,136   12,136       

Marketable equity securities

  140,066   140,066       

Corporate debt securities

  81,779   50,005   31,774    

Asset–backed securities

  34,770      34,770    

U.S. Treasury securities

  47,628   47,628       

State and municipal securities

  7,923      7,923    

Total financial assets

 $431,909  $357,442  $74,467  $ 

  

Fair Value Measurements Using

 

December 31, 2022

 

Fair

Value

  

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $58,667  $58,667  $  $ 

Restricted cash and cash equivalents

  16,198   16,198       

Marketable equity securities

  123,144   123,144       

Corporate debt securities

  64,894   48,525   16,369    

Asset–backed securities

  22,931      22,931    

U.S. Treasury securities

  50,051   50,051       

State and municipal securities

  4,771   1,337   3,434    

Total financial assets

 $340,656  $297,922  $42,734  $ 

  

 

Note 12 Goodwill and Other Intangible Assets

 

At September 30, 2022,March 31, 2023, the Company reviewed the carrying value of goodwill for impairment indicators, including due to the events and circumstances surrounding the Coronavirus Pandemic ("COVID-19").indicators. As a result of the review, there were no impairment indicators regarding the Company’s goodwill that required a quantitative test to be performed. However, our accounting estimates could materially change from period to period due to changing market factors, including those driven by COVID-19.factors. We will continue to monitor future events, changes in circumstances, and the potential impact thereof. If actual results are not consistent with our assumptions and estimates, we may be exposed to future goodwill impairment losses.

 

At September 30, 2022,March 31, 2023, the following table represents the activity related to our goodwill by segment (in thousands):

 

  

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

 

January 1, 2022

 $3,741  $164,554  $  $168,295 

Additions

            

September 30, 2022

 $3,741  $164,554  $  $168,295 
  

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

 

January 1, 2023

 $3,741  $164,554  $  $168,295 

Additions

            

March 31, 2023

 $3,741  $164,554  $  $168,295 

 

We also have recorded indefinite-lived intangible assets that consist of trade names ($4,340,000) and certificates of need and licenses ($2,698,000).

 

22
21

 

Note 13 - Stock Repurchase Program

 

During the ninethree months ended September 30, 2022,March 31, 2023, the Company repurchased 99,54744,349 shares of its common stock for a total cost of $6,907,000.$2,482,000. During the ninethree months ended September 30, 2021,March 31, 2022, the Company repurchased 3,9362,165 shares of its common stock for a total cost of $278,000.$146,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.

 

  

 

Note 14 StockBased Compensation

 

NHC recognizes stock–based compensation expense for all stock options granted over the requisite service period using the fair value at the date of grant using the Black–Scholes pricing model. Stock–based compensation totaled $638,000$639,000 and $726,000$712,000 for the three months ended September 30, 2022March 31, 2023 and 2021, respectively. Stock-based compensation totaled $1,980,000 and $1,905,000 for the nine months ended September 30, 2022,and 2021, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

 

At September 30, 2022,March 31, 2023, the Company had $3,846,000$5,347,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate twothree-year period.

 

Stock Options

 

The following table summarizes the significant assumptions used to value the options granted for the ninethree months ended September 30, 2022March 31, 2023 and for the year ended December 31, 2021.2022.

 

 

September 30,

2022

  

December 31,
2021

  

March 31,

2023

  

December 31,
2022

 

Risk–free interest rate

 1.84

%

 0.21

%

 4.71%

 

 1.83%

 

Expected volatility

 31.46

%

 34.90

%

 30.27%

 

 31.40%

 

Expected life, in years

 2.9  2.2  2.9  2.9 

Expected dividend yield

 3.57

%

 3.00

%

 4.43%

 

 3.57%

 

 

The following table summarizes our outstanding stock options for the ninethree months ended September 30, 2022March 31, 2023 and for the year ended December 31, 2021.2022.

 

 

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

  

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2021

 866,956  $72.11  $ 

Options outstanding at January 1, 2022

 374,926  $72.95  $ 

Options granted

 55,706  70.80    302,266  64.72   

Options exercised

 (541,736

)

 71.39    (32,597

)

 64.49   

Options cancelled

  (6,000

)

  72.94     (199,451

)

  75.98    

Options outstanding at December 31, 2021

 374,926  72.95   

Options outstanding at December 31, 2022

 445,144  66.62   

Options granted

 301,386  65.02     246,436   54.15    

Options exercised

 (18,954

)

 66.91   

Options cancelled

  (196,051

)

  76.19    

Options outstanding at September 30, 2022

  461,307   66.63  $44,582 

Options outstanding at March 31, 2023

  691,580  $62.18  $979,843 
  

Options exercisable at September 30, 2022

  159,921   69.68  $44,582 

Options exercisable at March 31, 2023

  157,901  $69.78  $ 

 

 

Options

Outstanding

September 30, 2022

  

Exercise Prices

  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

 
372,912   61.90-69.19   64.72   3.8 
88,395   71.64-77.92   74.72   2.6 
461,307         66.63   3.6 

Options

Outstanding

March 31, 2023

  

Exercise Prices

 

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

 
603,185  53.94-69.19  60.34   4.0 
88,395  71.64-77.92  74.72   2.1 
691,580       62.18   3.7 

 

23
22

 

Note 15 Income Taxes

The Company's income tax benefit as a percentage of our income before income taxes was 26.8% and 53.6% for the three months ended September 30, 2022 and 2021, respectively.

 

The Company's income tax provision as a percentage of our income before income taxes was 27.3%28.2% and 4.6%25.3% for the ninethree months ended September 30, 2022March 31, 2023 and 2021,2022, respectively.

 

Typically, these percentages vary from the U.S. federal statutory income tax rate of 21% primarily due to state income taxes, excess tax benefits from stock-based compensation, benefits resulting from the lapsing of statute of limitations of items in our tax contingency reserve, and non-deductible expenses. The tax benefit related to the statute of limitation expirations was $437,000 forFor the three and ninemonths ended September 30, 2022.March 31, 2023 The tax benefit related to the statute of limitation expirations was $1,444,000 for the threeand nine2022, months ended September 30, 2021. For the nine months ended September 30, 2021, theaccrual of state income tax provision and effective tax rate were favorably impacted bywas the nontaxable gain recognized upon re-measurement of our existing equity investment in Caris Healthcare, L.P.most significant reconciling item.

 

Our quarterly income tax provision, and our estimate of our annual effective income tax rate, is subject to variation due to several factors, including volatility based on the amount of pre-tax income or loss.  

 

The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2019 (with certain state exceptions).

  

 

Note 16 Contingencies and Commitments

 

Accrued Risk Reserves

 

We are self–insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims both for our owned and leased entities and certain of the entities to which we provide management or accounting services. The liability we have recognized for reported claims and estimates for incurred but unreported claims totals $103,710,000$105,626,000 and $98,048,000$102,469,000 at September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

 

As a result of the terms of our insurance policies and our use of wholly owned limited purpose insurance companies, we have retained significant insurance risk with respect to workers’ compensation and general and professional liability. We consider the professional services of independent actuaries to assist us in estimating our exposures for claims obligations (for both asserted and unasserted claims) related to deductibles and exposures in excess of coverage limits, and we maintain reserves for these obligations. Such estimates are based on many variables including historical and statistical information and other factors.

 

Workers Compensation

 

For workers’ compensation, we utilize a wholly–owned Tennessee domiciled property/casualty insurance company to write coverage for NHC affiliates and for third–party customers. Policies are written for a duration of twelve months and cover only risks related to workers’ compensation losses. All customers are companies which operate in the senior care industry. Business is written on a direct basis. 

 

General and Professional Liability Insurance and Lawsuits

 

The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. Additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly owned captive insurance company.

 

There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.

 

2423

 

Qui Tam Litigation

 

United States of America, ex rel. Jennifer Cook and Sally Gaither v. Integrated Behavioral Health, Inc., NHC HealthCare/Moulton, LLC, et al., Case No. 2:20-CV-00877-AMM (N.D. Ala.) This is a qui tam case originally filed under seal on June 22, 2020. The United States declined intervention on March 1, 2021. Thereafter, the PlaintiffPlaintiffs filed an amended Complaint against Dr. Sanja Malhotra, Integrated Behavioral Health, Inc. and other entities that Dr. Malhotra iswas alleged to own or in which he hasallegedly had a financial interest. The Complaint also named multiple skilled nursing facilities as Defendants, including NHC Healthcare/Moulton, LLC, an affiliate of National HealthCare Corporation. The Complaint allegesalleged that nurse practitioners affiliated with Dr. Malhotra provided free services to the facilities in exchange for referrals to entities owned by or in which Dr. Malhotra had a financial interest in violation of the False Claims Act and Anti-Kickback Statute. NHC Healthcare/Moulton, LLC deniesdenied the allegations and is vigorously defending the claim. Afiled a motion to dismiss was filed on November 4, 2021. On January 28, 2022, the district court stayed this matter and administratively terminated the motion to dismiss pending the U.S. Supreme Court's review of a petition for certiorari filed in an unrelated matter but involving one of the legal arguments raised in the motion to dismiss. TheThereafter, the U.S. Supreme Court has recently denied the petition for certiorari butin the district court has not yet lifted the stay in thisunrelated matter. We expect that theAs a result, NHC Healthcare/Moulton, LLC renewed its motion to dismiss will be renewed oncedismiss. The District Court granted NHC Healthcare/Moulton’s Motion to Dismiss, along with other pending Motions to Dismiss, and entered an Order of Dismissal on March 23, 2023 and an Amended Order of Dismissal on April 4, 2023, which dismissed the stay is lifted.  There iscase in its entirety with prejudice with respect to the claims asserted by the Plaintiffs. The Plaintiffs filed a Notice of Appeal on noApril 20, 2023 to appeal the dismissal to the 11th expected timeline for the liftingCircuit Court of the stay.  Appeals.

 

Governmental Regulations

 

Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs. There have been several enacted federal and state relief measures as a result of COVID-19 which have provided substantial support to us during this pandemic.

  

 

Note 17 – Massachusetts and New Hampshire Skilled Nursing Facilities

On September 1, 2022, we transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire to a third-party operator. NHC leased the real property of these seven facilities from NHI. In conjunction with the transfer of the operations to a third party, we terminated our lease agreement with NHI for the seven skilled nursing facilities and amended our master lease agreement with NHI, see Note 8Long-Term Leases.

The seven skilled nursing facilities had net patient revenues of $13,214,000 and $17,907,000 for the three months ended September 30, 2022 and 2021, respectively.  The seven skilled nursing facilities had net patient revenues of $48,697,000 and $50,149,000 for the nine months ended September 30, 2022 and 2021, respectively. Excluding stimulus funds, the seven skilled nursing facilities had losses before income taxes of $259,000 and $1,360,000 for the three months ended September 30, 2022 and 2021, respectively.  Excluding stimulus funds, the seven skilled nursing facilities had losses before income taxes of $2,831,000 and $7,257,000 for the nine months ended September 30, 2022 and 2021, respectively. 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward–Looking Statements

 

References throughout this document to the Company include National HealthCare Corporation and its wholly owned subsidiaries. In accordance with the Securities and Exchange Commissions “Plain English” guidelines, this Quarterly Report on Form 10–Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National HealthCare Corporation and its wholly–owned subsidiaries and not any other person.

 

This Quarterly Report on Form 10–Q and other information we provide from time to time, contains certain “forward–looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations or cash flows, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, ability to control our patient care liability costs, ability to respond to changes in government regulations, ability to execute our three–year strategic plan, and similar statements including, without limitations, those containing words such as “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward–looking statements.

 

25
24

 

Forward–looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward–looking statements as a result of, but not limited to, the following factors:

 

national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials;

 

the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations;

 

changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries;

 

liabilities and other claims asserted against us, including patient care liabilities, as well as the resolution of current litigation (see Note 16: Contingencies and Commitments);

 

the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments

the ability to attract and retain qualified personnel;

 

the availability and terms of capital to fund acquisitions and capital improvements;

 

the competitive environment in which we operate;

 

our need to make investments continually in our processes and information systems to protect the privacy of patients, partners and other persons and reduce the risk of successful cybersecurity attacks;

 

damage to our reputation, regulatory penalties, legal claims and liability under state and federal laws that we could suffer upon any cybersecurity or privacy breaches;

 

the ability to maintain and increase census levels; and

 

demographic changes.

 

See the notes to the quarterly financial statements, and “Item 1. Business” in our 20212022 Annual Report on Form 10–K for a discussion of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. This may be found on our web site at www.nhccare.com. You should carefully consider these risks before making any investment in the Company. These risks and uncertainties are not the only ones facing us. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our shares of stock could decline, and you may lose all or part of your investment. Given these risks and uncertainties, we can give no assurances that these forward–looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.

 

Overview

 

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of September 30, 2022,March 31, 2023, we operate or manage, through certain affiliates, 68 skilled nursing facilities with a total of 8,7268,732 licensed beds, 23 assisted living facilities with 1,181 units, five independent living facilities, three behavioral health hospitals, 3534 homecare agencies, and 2930 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 8 states and are located primarily in the southeastern United States.

 

 

Impact of COVID-19

 

In early March 2020, COVID-19, a disease caused by the novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. As a provider of healthcare services, we arewere significantly exposed to the public health and economic effects of the COVID-19 pandemic.  NHC’s primary objective was and has remained the same throughout the COVID-19 pandemic: that is to protect the health and safety of our patients, residents, and partners (employees). We continue to follow all guidance from the Centers for Medicare and Medicaid Services (“CMS”), the Centers for Disease Control and Prevention (“CDC”), and state and local health departments to prevent the spread of the disease within our operations. 

25

 

We began our first vaccination clinics in our skilled nursing facilities in December 2020. As the vaccination clinics progressed and as the vaccine became more accessible, we began to see a significant decline in COVID-19 cases among our operations, as well as a significant decrease in the adverse health events related to COVID. Despite the COVID-19 cases and adverse health events from COVID declining, our operating expenses have remained elevated with incentive compensation being paid to attract and retain frontline partners, as well as increased costs of personal protective equipment (“PPE”), sanitizers and cleaning supplies, and COVID-19 testing of our patients and partners. Despite the continued disruption of COVID-19 to our operations, our capital and financial resources, including our overall liquidity, remain strong. Our liquidity provides us with significant flexibility to maintain the strength of our balance sheet in periods of uncertainty or stress.

 

26

At this time, we are not able to quantify the impact that the COVID-19 pandemic will have on our future financial results, but we expect the developments related to COVID-19 to adversely affect our financial performance in 2022.  The ultimate impact of the pandemic on our financial results will depend on, among other factors, the duration and severity of the pandemic, the volume of acute and post-acute healthcare patients cared for across the broader health care systems, the timing and availability of effective medical treatments and vaccines, and the impact of government actions and administrative regulations on our industry and the broader economy, including future government stimulus efforts.  We have received and may continue to receive payments and advances from the various federal and state initiatives. These legislative initiatives have been beneficial to partially mitigate the impact of the COVID-19 pandemic on our results of operations and financial position to date.  The federal and state governments may consider additional stimulus and relief efforts, but we are unable to predict whether any of the additional stimulus measures will be enacted or their impact.   

Legislation and Government Stimulus Due to COVID-19

 

The U.S. government enacted several laws beginning in March 2020 designed to help the nation respond to the COVID-19 pandemic. The new laws impacted healthcare providers in a variety of ways, but the largest legislation from a monetary relief perspective iswas the CARES Act. Through the CARES Act, as well as the PPPCHE, the federal government allocated $178 billion to the Public Health and Social Services Emergency Fund, which is referred to as the Provider Relief Fund. The Provider Relief Fund is administered through grants and other mechanisms to skilled nursing providers, home health providers, hospitals, and other Medicare and Medicaid enrolled providers to cover unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID-19.    

 

The Provider Relief Fund grants come with terms and condition certifications in which all providers are required to submit documents to ensure the funds are used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $0 and $10,429,000$10,620,000 of government stimulus income from the Provider Relief Funds for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. The Company recorded $10,940,000 and $48,304,000 of government stimulus income from the Provider Relief Funds for the nine months ended September 30, 2022 and 2021, respectively. The grant income was determined on a systemicsystematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate. The Company’s assessment of whether the terms and conditions for amounts received have been met for income recognition and the Company’s related income calculation considered all frequently asked questions and other interpretive guidance issued to date by HHS.the U.S. Department of Health and Human Services (“HHS”).

 

Additionally, as partWe have also received supplemental Medicaid payments from many of the CARES Act,states in which we operate to help mitigate the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. In the second quarter of 2020, we received approximately $51,253,000 as part of this program. These funds began to be applied against claims for services provided to Medicare patients after approximately one yearincremental costs resulting from the date we receivedCOVID-19 public health emergency. We have recorded $4,883,000 and $5,538,000 in net patient revenues for these supplemental Medicaid payments for the funds. As of September 30, 2022, $138,000 of the accelerated payments remain and is reflected within contract liabilities in the interim condensed consolidated balance sheet.

The CARES Act and subsequent related legislation temporarily suspended Medicare sequestration beginning May 1, 2020 throughthree months ended March 31, 2022. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. Beginning April 1,2023 and 2022, the sequestration reductions were 1% from April 1, 2022 through June 30, 2022. The full 2% reduction went back into effect July 1, 2022. The CARES Act extends the sequestration policy through 2030 in exchange for this temporary suspension, which the sequestration reduction for 2030 has been increased up to 3%. 

The CARES Act also temporarily permitted employers to defer the deposit and payment of the employer’s portion of the social security taxes (6.2% of employee wages) that otherwise would have been due between March 27, 2020 and December 31, 2020. The provision requires that the deferred taxes be paid over a two-year period with half the amount required to be paid by December 31, 2021, and the other half by December 31, 2022. At September 30, 2022, we have deferred $10,545,000 of the Company’s share of the social security taxes included in the current liabilities section of the consolidated balance sheet. respectively.

 

 

Summary of Goals and Areas of Focus

 

Occupancy

 

A primary area of management focus continues to be the rates of occupancy within our skilled nursing facilities. The overall census in owned and leased skilled nursing facilities for the ninethree months ending September 30, 2022March 31, 2023 was 83.4%87.4% compared to 80.0%82.7% for the same period a year ago.  For the three months ended September 30, 2022, overall census in our owned and leased skilled nursing facilities was 83.7% compared to 82.0% in the third quarter of 2021.

 

Due to the pandemic, as well as the increased strain the pandemic has caused on America'sAmerica’s healthcare labor shortage, the challenge of maintaining desirable patient census levels has been amplified. Management has undertaken a number of steps in order to best position our current and future health care facilities. This includes working internally to examine and improve systems to be most responsive to referral sources and payors, as well as find creative initiatives to retain and attract qualified healthcare professionals. Additionally, NHC is in various stages of partnerships with hospital systems, payors, and other post–acute alliances to better position ourselves so we are an active participant in the delivery of post-acute healthcare services.

 

27
26

 

Quality of Patient Care

 

CMS introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare skilled nursing facilities more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating ranging between one and five stars in various categories (five stars being the best). The Company has always strived for patient-centered care and quality outcomes as precursors to outstanding financial performance.

 

In July 2022, CMS launched its enhanced Five-Star Quality Rating System which integrates data nursing homes report on their weekend staffing rates for nurses and information on annual turnover among nurses and administrators. Through this enhancement, CMS will hold facilities to a higher standard and incentivize more robust staffing by strengthening personnel’s impact on overall star ratings.

The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of September 30, 2022:March 31, 2023:

 

 

NHC Ratings

  

Industry Ratings

  

NHC Ratings

  

Industry Ratings

 

Total number of skilled nursing facilities, end of period

 68     68    

Number of 4 and 5-star rated skilled nursing facilities

 42     40    

Percentage of 4 and 5-star rated skilled nursing facilities

 62%

 

 37%

 

 59%  37% 

Average rating for all skilled nursing facilities, end of period

 3.8  2.9  3.6  2.9 

 

Development and Growth

 

We are undertaking to expand our senior care operations while protecting our existing operations and markets. The following table lists our recent development activities.

 

Type of

Operation

  

Description

  

Size

  

Location

  

Placed in Service

Hospice

Acquisition

28 offices

Various

June 2021

Homecare

  

New Office

  

1 office

  

Anderson, SC

  

January 2022

Hospice

  

New Office

  

1 office

  

Tullahoma, TN

  

March 2022

Behavioral Health Hospital

  

New Facility

  

64 beds

  

Knoxville, TN

  

April 2022

Behavioral Health Hospital

  

New Facility

  

16 beds

  

St. Louis, MO

  

June 2022

HospiceNew Office1 officeCedar Bluff, VAMarch 2023

 

Accrued Risk Reserves

 

Our accrued professional liability and workers’ compensation reserves totaled $103,710,000$105,626,000 at September 30, 2022March 31, 2023 and are a primary area of management focus. We have set aside restricted cash and cash equivalents and marketable securities to fund our estimated professional liability and workers’ compensation liabilities.

 

As to exposure for professional liability claims, we have developed performance certification criteria to measure and bring focus to the patient care issues most likely to produce professional liability exposure, including in–house acquired pressure ulcers, significant weight loss and numbers of falls. These programs for certification, which we regularly modify and improve, have produced measurable improvements in reducing these incidents. Our experience is that achieving goals in these patient care areas improves both patient and employee satisfaction.

 

 

Government Reimbursement Programs

 

Medicare Skilled Nursing Facilities

 

On July 29, 2021, CMS released its final rule outlining fiscal year 2022 Medicare payment rates and policy changes for skilled nursing facilities, which began October 1, 2021. The fiscal year 2022 rule provided for an approximate 1.2% increase, or $410 million, compared to 2021 levels. The net increase included a 2.7% market-basket update that was offset by a 0.7% productivity adjustment and a 0.8% market-basket forecast error adjustment since the difference between the projected and actual market basket for FY2020 exceeded its threshold.

In July 2022, CMS released its final rule outlining fiscal year 2023 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2022. The fiscal year 2023 rule provided for an approximate 2.7% increase, or $904 million, compared to 2022 levels. The net increase includes a 3.9% market-basket increase plus a 1.5% market basket forecast error adjustment, less a 0.3% productivity adjustment and a 2.3% decrease in the FY 2023 SNF PPS rates as a result of the recalibrated parity adjustment. The recalibrated parity adjustment is a total of 4.6% and is being phased in over the next two years (2.3% annually).

 

28

3.7%, or approximately $1.2 billion, in Medicare Part A payments to SNFs in fiscal year 2024 compared to 2023 levels.  The proposed rule includes a 2.7% market basket rate increase, a 3.6% market basket forecast error adjustment, less a 0.2% productivity adjustment, as well as a negative 2.3%, or approximately $745 million, decrease in 2024 SNF Payment Prospective Systems rates as a result of the second phase of the Patient Driven Payment Model parity adjustment recalibration.

 

For the first ninethree months of 2022,2023, our average Medicare per diem rate for skilled nursing facilities increased 2.2%2.1% as compared to the same period in 2021.2022. 

27

 

Medicaid Skilled Nursing Facilities

 

Effective July 1, 2022 and for the fiscal year 2023, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2023 fiscal year will be approximately $3,200,000 annually, or $800,000 per quarter.

 

Effective October 1, 2022 and for the fiscal year 2023, the state of South Carolina implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2023 fiscal year will be approximately $3,735,000 annually, or $934,000 per quarter.

 

Effective July 1, 2021 and for the fiscal year 2022, the state of Missouri implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2022 fiscal year will be approximately $2,000,000 annually, or $500,000 per quarter.

We have also received from many of the states in which we operate supplemental Medicaid payments to help mitigate the incremental costs resulting from the COVID-19 public health emergency. We have recorded $4,736,000$4,883,000 and $5,053,000$5,538,000 in net patient revenues for these supplemental Medicaid payments for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. We have recorded $15,275,000 and $16,102,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2022 and 2021, respectively.

 

For the first ninethree months of 2022,2023, our average Medicaid per diem increased 2.3%3.6% compared to the same period in 2021.2022.

 

We face challengesState Medicaid plans subject to budget constraints are of particular concern to us. Changes in federal funding coupled with respectstate budget problems and Medicaid expansion under the Affordable Care Act have produced an uncertain environment. Some states will not keep pace with post-acute healthcare inflation. States are currently under pressure to states’pursue other alternatives to skilled nursing care such as community and home–based services. Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans.  Most state Medicaid payments because many currently do not cover the total costs incurred in providing careare made under a prospective payment system or under programs which negotiate payment levels with individual providers.  Some states use, or have applied to those patients. States will continueuse, waivers granted by CMS to control Medicaid expenditures and also look for adequate funding sources, including provider assessments. There are several pieces of legislationimplement expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that include provisions designed to reduce Medicaid spending. These provisions include, among others, provisions strengthening the Medicaid asset transfer restrictions for persons seeking to qualify for Medicaid long-term care coverage, which could, due to the timing of the penalty period, increase facilities’ exposure to uncompensated care. Other provisions could increase state funding for home and community-based services, potentially having an impact on funding for nursing facilities.vary from federal standards.

 

Medicare Homecare Programs

In November 2021, CMS released its final rule outlining fiscal year 2022 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2022 will increase in aggregate by 3.2%, or $570 million. The increase reflects the effects of the home health payment update percentage of 2.6%, an estimated 0.7% increase that reflects the effects of the updated fixed-dollar loss ratio, and an estimated 0.1% decrease in payments due to the changes in the rural add-on percentages for 2022.

 

In October 2022, CMS released its final rule outlining fiscal year 2023 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2023 will increase in aggregate by 0.7%, or $125 million. The increase reflects the effects of the home health payment update percentage of 4.0%, a permanent behavioral assumption adjustment resulting in a decrease of 3.5%, and an estimated 0.2% increase that reflects the effects of an update to the fixed-dollar loss ratio used in determining outlier payments.

 

Medicare Hospice

 

In July 2021, CMS released its final rule outlining fiscal year 2022 Medicare payment rates. CMS issued a rate increase of 2.0%, or $480 million, effective October 1, 2021. The increase is the result of a 2.7% market basket increase reduced by a 0.7% productivity adjustment. The FY2022 hospice payment updates also include an update to the statutory aggregate cap amount, which limits the overall payments per patient that are made annually. The cap amount for FY2022 is $31,298.

In July 2022, CMS released its final rule outlining fiscal year 2023 Medicare payment rates. CMS issued a rate increase of 3.8%, or $825 million, effective October 1, 2022. The increase is the result of a 4.1% inpatient hospital market basket increase reduced by a 0.3% productivity adjustment. The FY2023 hospice payment update also includes an update to the statutory aggregate cap amount, which limits the overall payments per patient that are made annually. The cap amount for FY2023 would be $32,487.

 

29
28

 

Segment Reporting

 

The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources.

The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. For additional information on these reportable segments see Note 2 – Summary of Significant Accounting Policies.

 

The Company’s CODM evaluates performance and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.

 

The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):

 

 

Three Months Ended September 30, 2022

  

Three Months Ended March 31, 2023

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

  

Net patient revenues

 $228,138  $32,109  $-  $260,247  $226,169  $31,838  $-  $258,007 

Other revenues

  (198

)

  -   10,794   10,596   271   -   11,285   11,556 

Net operating revenues and grant income

 227,940  32,109  10,794  270,843  226,440  31,838  11,285  269,563 
  

Costs and expenses:

  

Salaries, wages, and benefits

 144,047  19,581  9,570  173,198  138,939  20,244  8,641  167,824 

Other operating

 66,522  6,310  51  72,883  62,264  5,499  3,726  71,489 

Rent

 8,088  575  1,631  10,294  8,168  558  1,366  10,092 

Depreciation and amortization

 9,198  248  807  10,253  9,117  185  746  10,048 

Interest

  137   -   -   137   98   -   -   98 

Total costs and expenses

  227,992   26,714   12,059   266,765   218,586   26,486   14,479   259,551 
  

Income/(loss) from operations

 (52

)

 5,395  (1,265) 4,078  7,854  5,352  (3,194

)

 10,012 

Non-operating income

 -  -  2,731  2,731  -  -  4,323  4,323 

Unrealized losses on marketable equity securities

  -   -   (11,056

)

  (11,056

)

Unrealized gains on marketable equity securities

  -   -   1,386   1,386 
  

Income/(loss) before income taxes

 $(52

)

 $5,395  $(9,590

)

 $(4,247

)

Income before income taxes

 $7,854  $5,352  $2,515  $15,721 

 

 

 

Three Months Ended September 30, 2021

  

Three Months Ended March 31, 2022

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

  

Net patient revenues

 $222,884  $31,933  $-  $254,817  $224,842  $31,495  $-  $256,337 

Other revenues

 128  -  11,363  11,491  114  -  11,912  12,026 

Government stimulus income

  10,429   -   -   10,429   10,620   -   -   10,620 

Net operating revenues and grant income

 233,441  31,933  11,363  276,737  235,576  31,495  11,912  278,983 
  

Costs and expenses:

  

Salaries, wages, and benefits

 141,318  18,771  10,146  170,235  142,185  19,401  9,108  170,694 

Other operating

 64,755  5,618  2,736  73,109  64,383  7,095  2,607  74,085 

Rent

 7,998  594  1,612  10,204  8,347  592  1,126  10,065 

Depreciation and amortization

 9,300  118  811  10,229  8,838  113  806  9,757 

Interest

  198   -   -   198   165   -   -   165 

Total costs and expenses

  223,569   25,101   15,305   263,975   223,918   27,201   13,647   264,766 
  

Income/(loss) from operations

 9,872  6,832  (3,942

)

 12,762  11,658  4,294  (1,735

)

 14,217 

Non-operating income

 -  -  3,399  3,399  -  -  3,199  3,199 

Unrealized losses on marketable equity securities

  -   -   (23,797

)

  (23,797

)

Unrealized gains on marketable equity securities

  -   -   3,126   3,126 
  

Income/(loss) before income taxes

 $9,872  $6,832  $(24,340

)

 $(7,636

)

Income before income taxes

 $11,658  $4,294  $4,590  $20,542 

 

30

  

Nine Months Ended September 30, 2022

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $680,776  $95,885  $-  $776,661 

Other revenues

  15   -   33,569   33,584 

Government stimulus income

  10,940   -   -   10,940 

Net operating revenues and grant income

  691,731   95,885   33,569   821,185 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  435,322   58,007   25,499   518,828 

Other operating

  192,791   19,848   5,640   218,279 

Rent

  24,498   1,759   4,513   30,770 

Depreciation and amortization

  27,120   472   2,419   30,011 

Interest

  451   -   -   451 

Total costs and expenses

  680,182   80,086   38,071   798,339 
                 

Income/(loss) from operations

  11,549   15,799   (4,502

)

  22,846 

Non-operating income

  -   -   8,451   8,451 

Unrealized losses on marketable equity securities

  -   -   (11,479

)

  (11,479

)

                 

Income/(loss) before income taxes

 $11,549  $15,799  $(7,530

)

 $19,818 

  

Nine Months Ended September 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $644,986  $63,662  $-  $708,648 

Other revenues

  324   -   33,592   33,916 

Government stimulus income

  48,304   -   -   48,304 

Net operating revenues and grant income

  693,614   63,662   33,592   790,868 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  407,534   39,922   35,807   483,263 

Other operating

  185,860   10,291   8,060   204,211 

Rent

  24,129   1,478   4,830   30,437 

Depreciation and amortization

  27,790   299   2,432   30,521 

Interest

  657   -   -   657 

Total costs and expenses

  645,970   51,990   51,129   749,089 
                 

Income/(loss) from operations

  47,644   11,672   (17,537

)

  41,779 

Non-operating income

  -   -   15,245   15,245 

Gain on acquisition of equity method investment

  -   -   95,202   95,202 

Unrealized losses on marketable equity securities

  -   -   (23,227

)

  (23,227

)

                 

Income before income taxes

 $47,644  $11,672  $69,683  $128,999 

31
29

 

Non-GAAP Financial Presentation

 

The Company is providing certain non-GAAP financial measures as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company’s operations and measure the Company’s performance more consistently across periods. Therefore, the Company believes this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

 

Specifically, the Company believes the presentation of non-GAAP financial information that excludes the unrealized gains or losses on our marketable equity securities, operating results for the newly constructed healthcare facilities or start-up operations not at full capacity, and share-based compensation expense and any gains on the acquisitions of equity method investments is helpful in allowing investors to assess the Company’s operations more accurately.

 

The operating results for the newly constructed healthcare facilities or agencies not at full capacity for the three and nine months ended September 30, 2022March 31, 2023 include facilities or officesthat began operations from 2021 to 2023, which is two behavioral health hospitals, one homecare agency, and two hospice agencies. For the three months ended March 31, 2022, included are facilities that began operations from 2020 to 2022, which is two behavioral health hospitals, one homecare agency, and one hospice agency. For the three months and nine months ended September 30, 2021, included are facilities that began operations from 2019 to 2021, which is one memory care facility.hospitals.

 

The tables below provide reconciliations of GAAP to non-GAAP items (dollars in thousands, except per share data):

 

 

Three Months Ended

September 30

  

Nine Months Ended

September 30

  

Three Months Ended

March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
  

Net income/(loss) attributable to National Healthcare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Net income attributable to National Healthcare Corporation

 $11,723  $15,318 

Non-GAAP adjustments

  

Unrealized losses on marketable equity securities

 11,056  23,797  11,479  23,227 

Gain on acquisition of equity method investment

 -  -  -  (95,202

)

Unrealized gains on marketable equity securities

 (1,386

)

 (3,126

)

Operating results for newly opened facilities or agencies not at full capacity

 2,105  115  4,033  480  1,217  743 

Share-based compensation expense

 639  726  1,980  1,905  639  712 

Benefit of income taxes on non-GAAP adjustments

  (3,588

)

  (6,406

)

  (4,548

)

  (6,369

)

Income tax (benefit)/provision on non-GAAP adjustments

  (122

)

  434 

Non-GAAP Net income

 $7,783  $14,884  $29,036  $46,843  $12,071  $14,081 
  
  

GAAP diluted earnings/(loss) per share

 $(0.16

)

 $(0.22

)

 $1.04  $7.97 

GAAP diluted earnings per share

 $0.76  $0.99 

Non-GAAP adjustments

  

Unrealized losses on marketable equity securities

 0.53  1.14  0.56  1.12 

Gain on acquisition of equity method investment

 -  -  -  (6.16

)

Unrealized gains on marketable equity securities

 (0.06

)

 (0.15

)

Operating results for newly opened facilities or agencies not at full capacity

 0.10  0.01  0.19  0.02  0.06  0.04 

Share-based compensation expense

  0.03   0.03   0.09   0.09   0.03   0.03 

Non-GAAP diluted earnings per share

 $0.50  $0.96  $1.88  $3.04  $0.79  $0.91 

 

32
30

 

Results of Operations

 

The following table and discussion set forth items from the interim condensed consolidated statements of operations as a percentage of net operating revenues and grant income for the three and nine months ended September 30, 2022March 31, 2023 and 2021.2022.

 

Percentage of Net Operating Revenues and Grant Income

 

 

Three Months Ended
September 30

  

Nine Months Ended

September 30

  

Three Months Ended
March 31

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 

Net operating revenues and grant income

 100.0

%

 100.0

%

 100

%

 100

%

 100.0

%

 100.0

%

Costs and expenses:

  

Salaries, wages, and benefits

 63.9  61.5  63.2  61.1  62.3  61.2 

Other operating

 26.9  26.4  26.5  25.8  26.5  26.6 

Facility rent

 3.8  3.7  3.7  3.8  3.7  3.5 

Depreciation and amortization

 3.8  3.7  3.7  3.9  3.7  3.5 

Interest

  0.1   0.1   0.1   0.1   0.1   0.1 

Total costs and expenses

  98.5   95.4   97.2   94.7   96.3   94.9 

Income from operations

 1.5  4.6  2.8  5.3  3.7  5.1 

Non–operating income

 1.0  1.2  1.0  1.9  1.6  1.2 

Gain on acquisition of equity method investment

 -  -  -  12.0 

Unrealized losses on marketable equity securities

  (4.1

)

  (8.6

)

  (1.4

)

  (2.9

)

Income/(loss) before income taxes

 (1.6

)

 (2.8

)

 2.4  16.3 

Income tax (provision)/benefit

  0.5   1.5   (0.8

)

  (0.7

)

Net income/(loss)

 (1.1

)

 (1.3

)

 1.8  15.6 

Net loss attributable to noncontrolling interest

  0.2   0.1   0.2   0.0 

Net income/(loss) attributable to stockholders of NHC

  (0.9

)

  (1.2

)

  2.0   15.6 

Unrealized gains on marketable equity securities

  0.5   1.1 

Income before income taxes

 5.8  7.4 

Income tax provision

  (1.6

)

  (1.9

)

Net income

 4.2  5.5 

Net loss/(income) attributable to noncontrolling interest

  0.1   0.0 

Net income attributable to stockholders of NHC

  4.3

%

  5.5

%

 

Three Months Ended September 30, 2022March 31, 2023 Compared to Three Months Ended September 30, 2021March 31, 2022

 

Results for the quarter ended September 30, 2022March 31, 2023 compared to the thirdfirst quarter of 20212022 include a 2.1%3.4% decrease in net operating revenues and government stimulusgrant income. The net operating revenues and government stimulusgrant income decrease was primarily driven by the reduction in government stimulus income of $10.4 million$10,620,000 during the thirdfirst quarter of 20222023 compared to the same period a year ago.ago, as well as us exiting the seven skilled nursing facilities in Massachusetts and New Hampshire during the third quarter of 2022. Excluding the government stimulus income and the seven skilled nursing facilities in Massachusetts and New Hampshire, same-facility net operating revenues increased 3.8%7.1% during the thirdfirst quarter of 20222023 compared to the same period a year ago. 

 

For the quarter ended September 30, 2022, theMarch 31, 2023, GAAP net lossincome attributable to NHC was $2,429,000$11,723,000 compared to a net lossincome of $3,348,000$15,318,000 for the same period in 2021.2022. Excluding the unrealized lossesgains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended September 30, 2022March 31, 2023 was $7,783,000$12,071,000 compared to $14,884,000$14,081,000 for the same period in 2021.2022.  The decrease in adjusted net income decreasefor the first quarter of 2023 compared to the first quarter of 2022 was primarily due to the following three items: (1) the $10.4 million$10,620,000 less Provider Relief Fundsin government stimulus income recorded during the third quarter of 2022; (2) the $1.5 million negative impact on our net patient revenues from Medicare sequestration that went into effect July 1, 2022; and (3) we are incurring higher inflationary pressures on our nursing labor costs.current quarter.  

 

Net operating revenues and grant income

 

Net patient revenues increased $5,430,000,$1,670,000, or 2.1%0.7%, compared to the same period last year.

 

The total census at owned and leased skilled nursing facilities for the quarter averaged 83.7%87.4%, compared to an average of 82.0%82.7% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 2.4%3.3% compared to the same quarter a year ago. Our Medicare per diem rates increased 2.2%2.1% and managed care per diem rates increased 6.1%2.7% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 2.7%3.6% and 3.3%3.1%, respectively, compared to the same quarter a year ago. For the three months ended September 30,March 31, 2023 and 2022, respectively, $4,883,000 and 2021, respectively, $4,773,000 and $5,053,000$5,538,000 have been included in our net patient revenues for supplemental COVID-19 Medicaid payments.

The CARES Act temporarily suspended Medicare sequestration beginning May 1, 2020 through March 31, 2022. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. The full 2% reduction went back into effect July 1, 2022 and this reduced our net patient revenues approximately $1,500,000 during the third quarter of 2022 compared to the same quarter a year ago.

 

In September 2022, the Company transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire resulting in net patient revenues decreasing $5,102,000$16,603,000 for the three months ended September 30, 2022March 31, 2023 compared to the same quarter last year.

 

Other revenues decreased $895,000,$470,000, or 7.8%3.9%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

 

During the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively, we recorded $0 and $10,429,000, respectively,$10,620,000 in government stimulus income related to funds received from the CARES Act Provider Relief Fund. See Note 3 - Coronavirus Pandemic for additional information.  

 

3331

 

Total costs and expenses

 

Total costs and expenses for the three months ended September 30, 2022March 31, 2023 compared to the same period of 2021 increased $2,790,000,2022 decreased $5,215,000, or 1.1%2.0% to $266,765,000$259,551,000 from $263,975,000.$264,766,000.

 

Salaries, wages, and benefits increased $2,963,000,decreased $2,870,000, or 1.7%, to $173,198,000$167,824,000 from $170,235,000.$170,694,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 63.9%62.3% compared to 61.5%61.2% for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. We continue to face workforce and labor shortages within all of our operations, which increases wage pressure in regards to retaining and attracting qualified healthcare partners (employees). The labor and workforce shortages have resulted in us contracting with agency nurse staffing companies.  The agency nurse staffing companies charge inflated hourly rates; therefore, we are working diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations. For the quarter ended March 31, 2023, our agency nurse staffing expense decreased $4,941,000, or approximately 34%, compared to the same period a year ago.  

 

In September 2022, the Company transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire resulting in salaries, wages, and benefits decreasing $4,587,000$11,884,000 for the three months ended September 30, 2022March 31, 2023 compared to the same quarter last year.

 

Other operating expenses decreased $226,000,$2,596,000, or 0.3%3.5%, to $72,883,000$71,489,000 for the 2023 period compared to $74,085,000 for the 2022 period compared to $73,109,000 for the 2021 period. Other operating expenses as a percentage of net operating revenues and grant income was 26.9%26.5% and 26.4%26.6% for the three months ended September 30,March 31, 2023 and 2022, respectively. The transfer of the operations of the seven skilled nursing facilities located in Massachusetts and 2021, respectively.New Hampshire, as noted above, resulted in other operating expenses decreasing $5,206,000 for the three months ended March 31, 2023 compared to the same quarter last year. We continue to face inflationary pressures in certain categories within other operating expenses as well, such as food/dietary supplies and drugs/pharmaceutical supplies.  

 

Other income

 

Non–operating income decreasedincreased by $668,000$1,124,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.

 

Income taxes

 

The income tax benefitprovision for the three months ended September 30, 2022March 31, 2023 is $1,140,000$4,436,000 (an effective income tax rate of 26.8%28.2%). We expect our corporate (federal and state) effective income tax rate for 2022 to be approximately 26.0%

 

Noncontrolling interest

 

The noncontrolling interest in subsidiaries is presented within total equity of the Company’s consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

 

NineThree Months Ended September 30,March 31, 2022 Compared to NineThree Months Ended September 30,March 31, 2021

 

Results for the nine monthsquarter ended September 30,March 31, 2022 compared to the same periodfirst quarter of 2021 include a 3.8%an 11.2% increase in net operating revenues and grant income.  TheDespite the decrease in Provider Relief Funds, the net operating revenues and grant income increase iswas primarily driven bydue to the census increase in our skilled nursing facilities and the June 2021 acquisition of Caris Healthcare, a hospice and the continued occupancy increase in our skilled nursing facilities. But, these increases were offset by the reduction in government stimulus income of $37.4 million for the first nine months of 2022 compared to the same period a year ago.provider.   

 

For the nine monthsquarter ended September 30,March 31, 2022, GAAP net income attributable to NHC was $16,092,000$15,318,000 compared to net income of $122,802,000$21,267,000 for the same period in 2021. The large increase in our reported GAAP net income for the 2021 nine-month period was primarily due to the $95.2 million gain recorded from the acquisition of Caris. Excluding the gain on Caris, as well as excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the nine monthsquarter ended September 30,March 31, 2022 was $29,036,000$14,081,000 compared to $46,843,000$16,592,000 for the same period in 2021.  The decrease in adjusted net income for the nine-month periodfirst quarter of 2022 compared to the same periodfirst quarter of 2021 iswas primarily due to the $37.4 million less government stimulus income recorded during the 2022 period. We also continue to incurcurrent quarter, as well as higher inflationary wage pressures within all areas of our operations.on labor costs.  

 

Net operating revenues and grant income

 

Net patient revenues increased $68,013,000,$39,482,000, or 9.6%18.2%, compared to the same period last year.

32

 

The total census at owned and leased skilled nursing facilities for the nine-month periodquarter averaged 83.4%82.7%, compared to an average of 80.0%76.8% for the same periodquarter a year ago. Overall, the composite skilled nursing facility per diem increased 1.6%2.9% compared to the same periodquarter a year ago. Our Medicare per diem rates increased 2.2%1.2% and managed care per diem rates increased 4.7%6.9% compared to the nine-month periodsame quarter a year ago. Medicaid and private pay per diem rates increased 2.3%4.8% and 5.6%9.2%, respectively, compared to the same periodquarter a year ago. For the ninethree months ended September 30,March 31, 2022 and 2021, $15,312,000respectively, $5,538,000 and $16,102,000, respectively,$3,955,000 have been included in our net patient revenues for these supplemental COVID-19 Medicaid payments.

 

In June 2021, the Company acquired the remaining ownership interest in Caris, which resulted in net patient revenues increasing $32,114,000$17,785,000 for the ninethree months ended September 30,March 31, 2022 compared to the same periodfirst quarter of 2021. In September 2022, the Company transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire resulting in net patient revenues decreasing $2,375,000 for the nine months ended September 30, 2022 compared to the same quarter last year.

34

 

Other revenues decreased $332,000,increased $657,000, or 1.0%5.8%, compared to the same periodquarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

 

During the ninethree months ended September 30,March 31, 2022 and 2021, respectively, we recorded $10,940,000$10,620,000 and $48,304,000$22,749,000 in government stimulus income related to funds received from the CARES Act Provider Relief Fund. See Note 3 - Coronavirus Pandemic for additional information.  

 

Total costs and expenses

 

Total costs and expenses for the ninethree months ended September 30,March 31, 2022 compared to the same period of 2021 increased $49,250,000,$29,015,000, or 6.6%12.3% to $798,339,000$264,766,000 from $749,089,000.$235,751,000.

 

Salaries, wages, and benefits increased $35,565,000,$21,535,000, or 7.4%14.4%, to $518,828,000$170,694,000 from $483,263,000.$149,159,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 63.2%61.2% compared to 61.1%59.4% for the ninethree months ended September 30,March 31, 2022 and 2021, respectively. Our Caris acquisition increased salaries, wages, and benefits $18,962,000$10,224,000 in the nine-month periodfirst quarter of 2022 compared to the same periodquarter a year ago. We continue to face tremendous workforce and labor shortages within all of our operations, which increases wage pressure and inflation in regardsregard to retaining and attracting qualified healthcare partners (employees). TheWith the workforce environment being so challenging, the largest expense increase from a labor and workforce challenges have resultedstandpoint is in us contracting withour agency nurse staffing.  Our agency nurse staffing companies. The agency nurse staffing companies charge inflated hourly rates; therefore, we are working diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations.

In September 2022, the Company transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire resulting in salaries, wages, and benefits decreasing $5,150,000expense increased $12,435,000 for the nine months ended September 30,first quarter of 2022 compared to the same period last year.quarter a year ago.

 

Other operating expenses increased $14,068,000,$7,961,000, or 6.9%12.0%, to $218,279,000$74,085,000 for the 2022 period compared to $204,211,000$66,124,000 for the 2021 period. Other operating expenses as a percentage of net operating revenues and grant income was 26.6% and 25.8%26.3% for the ninethree months ended September 30,March 31, 2022 and 2021, respectively. Our Caris acquisition increased other operating expenses $9,601,000$5,104,000 in the first nine monthsquarter of 2022 compared to the same periodquarter a year ago. We continue to face inflationary pressures in certain categories within other operating expenses as well, such as food/dietary supplies and drugs/pharmaceutical supplies.  

 

Other income

 

Non–operating income decreased by $6,794,000$3,061,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.  The large decrease in our non-operating income is due to the June 2021 acquisition of Caris. Prior to the June 2021 acquisition date, Caris was our most significant equity method investment with a 75.1% non-controlling ownership interest. From the respective acquisition date, Caris’ financial information is now included in the Company’s consolidated financial statements and is no longer accounted for as an equity method investment.

 

Income taxes

 

The income tax provision for the ninethree months ended September 30,March 31, 2022 is $5,415,000$5,193,000 (an effective income tax rate of 27.3%25.3%). We expect our corporate (federal and state) effective income tax rate for 2022 to be approximately 26.0%

 

Noncontrolling interest

 

The noncontrolling interest in subsidiaries is presented within total equity of the Company’s consolidated balance sheets. The Companycompany presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

 

 

Liquidity, Capital Resources, and Financial Condition

 

Our primary sources of cash include revenues from the operations of our healthcare and senior living facilities, management and accounting services, rental income, and investment income. Our primary uses of cash include salaries, wages and other operating costs of our healthcare and senior living facilities, the cost of additions to and acquisitions of real property, facility rent expenses, and dividend distributions. These sources and uses of cash are reflected in our interim condensed consolidated statements of cash flows and are discussed in further detail below.

 

The following is a summary of our sources and uses of cash flows (dollars in thousands):

 

 

Nine Months Ended

September 31

  

Nine Month Change

  

Three Months Ended

March 31

  

Three Month Change

 
 

2022

  

2021

  $  

%

  

2023

  

2022

     

%

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents, at beginning of period

 $119,743  $158,502  $(38,759

)

 (24.5

)

 $74,865  $119,743  $(44,878

)

 (37.5

)

  

Cash (used in)/provided by operating activities

 (3,192) 46,871  (50,063

)

 (106.8

)

Cash provided by/(used in) operating activities

 13,857  (27,457

)

 41,314  150.5 
  

Cash used in investing activities

 (8,810

)

 (52,837

)

 44,027  83.3  (1,427

)

 (5,920

)

 4,493  75.9 
  

Cash used in financing activities

  (35,541

)

  (25,769

)

  (9,772

)

  (37.9

)

  (12,619

)

  (10,450

)

  (2,169

)

  (20.8

)

  

Cash, cash equivalents, restricted cash, and restricted cash equivalents, at end of period

 $72,200  $126,767  $(54,567

)

  (43.0

)

 $74,676  $75,916  $(1,240

)

  (1.6

)

 

35
33

 

Operating Activities

 

Net cash provided by operating activities for the three months ended March 31, 2023 was $13,857,000 as compared to cash used in operating activities for the nine months ended September 30, 2022 was $3,192,000 as compared to cash provided by operating activities of $46,871,000$27,457,000 in the same period last year. Cash used inprovided by operating activities consisted of net income of $14,403,000$11,285,000 and adjustments for non–cash items of $44,221,000.$8,097,000. There was cash used for working capital needs in the amount of $63,011,000$6,017,000 for the ninethree months ended September 30, 2022March 31, 2023 compared to $31,297,000 for the same period a year ago. We also received cash distributions from our unconsolidated investments of $439,000 during the nine months ended September 30, 2022, compared to $6,314,000$52,250,000 for the same period a year ago. 

 

Included in the adjustments for non-cash items are depreciation expense, equity in earnings of unconsolidated investments, unrealized lossesgains on our marketable equity securities, deferred taxes, and stock compensation.

 

Investing Activities

 

Net cash used in investing activities totaled $8,810,000$1,427,000 for the ninethree months ended September 30, 2022,March 31, 2023, compared to $52,837,000$5,920,000 for the ninethree months ended September 30, 2021.March 31, 2022. Cash used for property and equipment additions was $24,563,000$6,640,000 and $25,774,000$8,962,000 for the ninethree months ended September 30,March 31, 2023, and 2022, and 2021, respectively. In the prior period, we used cash of $28,713,000 to acquire Caris. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activity of $9,397,000$5,211,000 and $2,818,000 for the ninethree months ended September 30, 2022.  The Company also collected notes receivable of $4,181,000March 31, 2023 and received proceeds from the sale of property and equipment of $4,175,000 for the nine months ended September 30, 2022.2022, respectively. 

 

Financing Activities 

 

Net cash used in financing activities totaled $35,541,000$12,619,000 for the ninethree months ended September 30, 2022March 31, 2023 compared to $25,769,000$10,450,000 for the ninethree months ended September 30, 2021.March 31, 2022. We made principal payments under our finance lease obligations in the amount of $3,495,000$1,218,000 and $3,292,000$1,147,000 for the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Cash used for dividend payments to common stockholders totaled $25,830,000$8,748,000 in the current year period compared to $24,010,000$8,493,000 for the same period a year ago. We repurchased common shares outstanding in the amount of $6,907,000$2,482,000 in the current year period compared to $278,000$146,000 for the same period a year ago.

 

Shortterm liquidity

 

We expect to meet our short-term liquidity requirements primarily from our cash flows from operating activities. In addition to cash flows from operations, our current cash on hand of $44,515,000$46,144,000 and our marketable equity and debt securities of $132,214,000$118,647,000 are expected to be adequate to meet our contractual obligations, operating liquidity, and our growth and development plans in the next twelve months. 

 

Longterm liquidity

 

We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $44,515,000$46,144,000 and our marketable equity and debt securities of $132,214,000.$118,647,000. We also have substantial value in our unencumbered real estate assets which could potentially be used as collateral in future borrowing opportunities. At September 30, 2022,March 31, 2023, we do not have any long-term debt.

 

Our ability to meet our long–term contractual obligations, and to finance our operating requirements and growth plans will depend upon our future performance. Our future performance will be affected by business, economic, financial and other factors, including potential changes in state and federal government payment rates for healthcare, customer demand, success of our marketing efforts, pressures from competitors, and the state of the economy, including the state of financial and credit markets, as well as many unforeseen factors.

 

 

Commitment and Contingencies

 

Governmental Regulations

 

Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid, and other federal healthcare programs. There have been several enacted and proposed federal and state relief measures as a result of COVID-19 which should provide support to us during this pandemic; however, the full benefit of any such programs would not be realized until these payments are fully implemented, government agencies issue applicable regulations, or guidance and such relief is provided.

 

36
34

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Market risk represents the potential economic loss arising from adverse changes in the fair value of financial instruments. Currently, our exposure to market risk relates primarily to our fixed–income and equity portfolios. These investment portfolios are exposed primarily to, but not limited to, interest rate risk, credit risk, equity price risk, and concentration risk. We also have exposure to market risk that includes our cash and cash equivalents. The Company's senior management has established comprehensive risk management policies and procedures to manage these market risks.

 

Interest Rate Risk

 

The fair values of our fixed–income investments fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases, respectively, in the fair values of those instruments. Additionally, the fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, the liquidity of the instrument and other general market conditions. At September 30, 2022,March 31, 2023, we have available for sale marketable debt securities in the amount of $148,431,000.$139,222,000. The fixed maturity portfolio is comprised of investments with primarily short–term and intermediate–term maturities. The portfolio composition allows flexibility in reacting to fluctuations of interest rates. The fixed maturity portfolio allows our insurance company subsidiaries to achieve an adequate risk–adjusted return while maintaining sufficient liquidity to meet obligations.

 

Our cash and cash equivalents consist of highly liquid investments with a maturity of less than three months when purchased. As a result of the short–term nature of our cash instruments, a hypothetical 1% change in interest rates would have minimal impact on our future earnings and cash flows related to these instruments.

 

We do not currently use any derivative instruments to hedge our interest rate exposure. We have not used derivative instruments for trading purposes and the use of such instruments in the future would be subject to approvals by the Investment Committee of the Board of Directors.

 

Credit Risk

 

Credit risk is managed by diversifying the fixed maturity portfolio to avoid concentrations in any single industry group or issuer and by limiting investments in securities with lower credit ratings.

 

Equity Price and Concentration Risk

 

Our marketable equity securities are recorded at their fair market value based on quoted market prices. Thus, there is exposure to equity price risk, which is the potential change in fair value due to a change in quoted market prices. At September 30, 2022,March 31, 2023, the fair value of our marketable equity securities is approximately $127,996,000.$124,210,000. Of the $128.0$124.2 million equity securities portfolio, our investment in NHI comprises approximately $92.2$84.1 million, or 72.0%67.7%, of the total fair value. We manage our exposure to NHI by closely monitoring the financial condition, performance, and outlook of the company. Hypothetically, a 10% change in quoted market prices would result in a related increase or decrease in the fair value of our equity investments of approximately $12.8$12.4 million. At September 30, 2022,March 31, 2023, our equity securities had net unrealized gains of $73.0$70.0 million. Of the $73.0$70.0 million of unrealized gains, $67.4$59.4 million is related to our investment in NHI.

 

 

Item 4.

Controls and Procedures.

 

As of September 30, 2022,March 31, 2023, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Principal Accounting Officer (“PAO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and PAO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022.March 31, 2023.

During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

37
35

 

PART II. OTHER INFORMATION

 

 

Item 1.

Legal Proceedings.

 

For a discussion of prior, current, and pending litigation of material significance to NHC, please see Note 16 of this Form 10–Q.

 

Item 1A.

Risk Factors.

 

During the ninethree months ended September 30, 2022,March 31, 2023, there were no material changes to the risk factors that were disclosed in Item 1A of National HealthCare Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable

 

Item 3.

Defaults Upon Senior Securities.

 

None

 

Item 4.

Mine Safety Disclosures.

 

Not applicable

 

Item 5.

Other Information.

 

None

 

38
36

 

Item 6.

Exhibits.

 

 

(a)        List of exhibits

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

   

3.1

 

Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-4 (File No. 333-37185) dated October 3, 1997.)

   

3.2

 

Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on August 3, 2017.)

   

3.3

 

Certificate of Designation Series B Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form 8-A, dated August 3, 2007.)

   

3.4

 

Restated Bylaws as amended February 14, 2013 (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on May 8, 2013.)

   

4.1

 

Form of Common Stock (Incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed on August 3, 2017.)

   

10.1

 

Amendment No. 9 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on November 3, 2022.)

   

10.2

 

Amendment No. 10 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation (Incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed on November 3, 2022.)

   

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

   

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer

   

32

 

Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Principal Accounting Officer

   

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

   

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

   

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

   

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

   

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

   

104

 

Cover Page Interactive File (embedded within the Inline XBRL document and include in Exhibit 101)

 

39
37

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NATIONAL HEALTHCARE CORPORATION

 

(Registrant)

   

Date: November 3, 2022May 4, 2023

/s/ Stephen F. Flatt                   

 
 

Stephen F. Flatt

 
 

Chief Executive Officer

 
   
   

Date: November 3, 2022May 4, 2023

/s/ Brian F. Kidd                     

 
 

Brian F. Kidd

 
 

Senior Vice President and Controller

 
 

(Principal Accounting Officer)

 

 

4038